This Amendment No. 4 (this “Amendment”) to Schedule
14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Great Lakes Dredge & Dock Corporation, a Delaware
corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on March 4, 2026 (as amended or supplemented from time to time, the “Schedule 14D-9”), with respect to the cash tender offer made by Huron MergeCo., Inc., a Delaware corporation (“Purchaser”) and wholly owned subsidiary of Saltchuk Resources, Inc., a Washington
corporation (“Parent”), to purchase all of the Company’s issued and outstanding shares of Common Stock, par value $0.0001 per share (the “Shares”), pursuant to the Agreement and Plan of Merger, dated as of
February 10, 2026, by and among Parent, Purchaser and the Company (as it may be amended or supplemented from time to time, the “Merger Agreement”), at a purchase price of $17.00 per Share, net to the seller thereof in cash,
without interest, subject to any required tax withholding (such consideration as it may be amended from time to time pursuant to the terms of the Merger Agreement), upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated March 4, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of
Transmittal,” which, together with the Offer to Purchase and other related materials, constitutes the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO, as amended or supplemented from time to
time, filed by Parent and Purchaser with the SEC on March 4, 2026. The Offer to Purchase and the Letter of Transmittal have been filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule 14D-9,
respectively, as each may be amended or supplemented from time to time.
Capitalized terms used in this Amendment but not defined herein shall have the
respective meanings given to such terms in the Schedule 14D-9. The information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference,
except that such information is hereby amended or supplemented to the extent specifically provided herein.
This Amendment should be read in conjunction
with the rest of the Schedule 14D-9, as amended, which we urge you to read in its entirety.
ITEM 3. PAST
CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
Item 3 of the Schedule 14D-9 is hereby amended and
supplemented as follows:
The fifth bullet point of the subsection titled “—Arrangements Between the Company and its Executive Officers
and Directors—Interests of Certain Persons” on page 4 of the Schedule 14D-9 is hereby amended and supplemented as follows (new language underlined and deleted text crossed through).
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“Pursuant to the Merger Agreement, the potential receipt of retention bonuses under a retention plan that
the Company will adopt, with terms to be agreed to between the Company and Saltchukwhich will be disclosed in an amendment hereto once such terms have been determined. The terms of the retention plan continue to
be developed.” |
The subsection titled “—Arrangements Between the Company and its Executive Officers and
Directors—Director Compensation” on page 7 of the Schedule 14D-9 is hereby amended and supplemented as follows (new language underlined and deleted text crossed through):
“For 2026, the annual cash retainer for non-employee directors is
$160,000176,000, generally payable $80,000 in cash and $80,00096,000 in fully vested Shares. In connection with the Transactions, the compensation committee of the Company Board expects to approve a
change in the form of payment of the annual retainers for Earl Shipp and Dana Armstrong, the Company’s non-employee directors who do not elect to defer receipt of such payment under the Great Lakes
Dredge and Dock Corporation Director Deferral Plan. Due to the administrative difficulty of issuing Shares within a day of the Initial Expiration Date, the compensation committee of the Company Board expects to approve the payment of such grants
100% in cash. The value of the retainers will remain the same. Additional annual cash retainers for the Chairs of the Board, Audit, Compensation, and Nominating, Corporate Governance and Sustainability Committees are $100,000,
$20,000, $10,000 and $7,500, respectively. The additional annual retainer for the Chair of the Board is paid entirely in equity, and the additional annual retainers for the other Chairs are paid 50% in cash and
