🧾 What This Document Is

This is an Amendment No. 5 to a Schedule 14D-9 filing. Think of it as the latest update in a series of official notices from Great Lakes Dredge & Dock (GLDD) to its shareholders. It’s part of a formal process where the company states its position on a buyout offer it has received.

👉 Why it exists: When a company is the target of a tender offer (a public offer to buy all its shares), SEC rules require it to file this statement to either recommend for or against the offer. This amendment updates the original statement filed on March 4, 2026.

🏢 What The Company Does

Great Lakes Dredge & Dock Corporation is the largest provider of dredging services in the United States. In simple terms, they are marine construction and engineering specialists.

👉 In simple terms: They use massive ships and equipment to dig up sand, silt, and rocks from the bottom of rivers, lakes, and oceans. This work is essential for building and maintaining ports, shipping channels, beaches, and offshore energy projects.

🤝 The Buyout Deal

A company called Saltchuk Resources, Inc. (the "Parent") is trying to buy GLDD. To do this, they created a subsidiary called Huron MergeCo., Inc. (the "Purchaser") to make the official offer.

💰 The Offer: They are offering $17.00 per share in cash. This is the total price an investor would receive for each share of GLDD common stock they own, before any taxes.

📄 The Agreement: The deal is based on a Merger Agreement signed on February 10, 2026. The goal is for Saltchuk to acquire 100% of GLDD and take the company private.

📦 Key Update in This Amendment

This specific filing (Amendment No. 5) makes one critical change to the process.

📅 New Deadline: It announces an extension of the offer period. The tender offer, which was originally set to expire, has been extended. The new expiration is 5:00 p.m. New York City time on April 3, 2026, unless it is further extended.

👉 Why this matters: Extensions are common in these deals. It gives shareholders more time to decide and often indicates the buyers are still working to secure enough shares to complete the purchase.

⚖️ Big Picture: Strengths & Risks

👍 Strengths / Why Shareholders Might Accept:

• Premium Price: The $17.00 per share offer represents a premium over the stock's trading price before the deal was announced.
• Certainty: A cash buyout provides a clear exit for investors, eliminating future stock market volatility for their GLDD shares.
• Strategic Fit: Saltchuk is a large transportation and logistics company. GLDD's dredging expertise could complement Saltchuk's existing marine services.

⚠️ Risks / Things to Consider:

• Is the Price High Enough? Shareholders must decide if $17.00 fully captures the long-term value and future growth potential of GLDD.
• Deal Conditions: The offer is subject to conditions, including getting enough shares tendered. If conditions aren't met, the deal could fall apart.
• No Competing Bids: So far, no other buyers have made a public, higher offer. Shareholders are betting this is the best offer they'll get.

🔮 What's Next

The process is now in its final, critical phase.

1. Shareholders have until the new deadline (April 3, 2026) to decide whether to sell their shares at $17.00.
2. If enough shareholders tender their shares, Saltchuk will complete the acquisition, and GLDD will become a private company.
3. If not enough shares are tendered, the offer may expire, and GLDD will remain a public company, likely with its stock price affected.

🧠 The Analogy

This is like a final, "last call" notice at a store having a buyout sale. The company (GLDD) is announcing to its co-owners (the shareholders): "A larger company has made a firm offer to buy our entire shop for $17 per share. We're extending the sale by a few more days. This is your last chance to take the cash and walk away before the offer closes."

📇 Key Contacts & People

• Company Contact: Vivienne R. Schiffer, Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary
• Company Address: 9811 Katy Freeway, Suite 1200, Houston, Texas 77024
• Company Phone: (346) 359-1010
• Legal Advisors (for the company):
  • John P. Kelsh, Scott R. Williams, Leigh B. Rorick
  • Firm: Sidley Austin LLP
  • Address: One South Dearborn, Chicago, Illinois 60603
  • Phone: (312) 853-7000

🧩 Final Takeaway

Great Lakes Dredge & Dock is in the final stretch of being acquired by Saltchuk Resources for $17 per share. This filing extends the deadline for shareholders to accept that cash offer to April 3, 2026. It's the last procedural step before the deal either closes or expires.