BAYER RYAN 4

What Happened

• Ryan Bayer, VP and Chief Accounting Officer of Great Lakes Dredge & Dock Corp (GLDD), was awarded 2,170 shares pursuant to performance-based restricted stock units and, on the same date, had 2,136 shares withheld to satisfy tax withholding obligations. The withheld shares were disposed at $16.93 per share for total withholding proceeds of $36,162 (1,282 shares = $21,704; 854 shares = $14,458). Net result: Bayer received 2,170 shares and retained a net 34 shares after withholding.

Key Details

• Transaction date: 2026-03-16; Filing date: 2026-03-18 (filed timely)
• Award: 2,170 shares (code A) granted upon satisfaction of performance conditions (footnote F1)
• Withholding/tax disposition: 1,282 shares and 854 shares withheld (code F) at $16.93 each, totaling $36,162
• Shares owned after transaction: Not specified in this Form 4
• Footnote: F1 indicates these shares were issued under Mr. Bayer’s performance-based restricted stock units granted March 15, 2024
• Timeliness: Filing appears timely (Form 4 filed within required reporting window)

Context

• This was an award vesting and tax-withholding event, not an open-market buy or a discretionary sale. Tax withholding (code F) is a routine, administrative disposition that does not necessarily signal a view on the stock. The net impact to Bayer’s holdings was small (net +34 shares).