ORN

ORION GROUP HOLDINGS, INC._ March 3, 2026 0001402829false00014028292026-03-032026-03-03 ​ ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 ​

FORM 8-K

CURRENT REPORT

​ Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ​ Date of Report (Date of earliest event reported): March 3, 2026 ​

ORION GROUP HOLDINGS, INC.

(Exact name of Registrant as specified in its charter) ​ ​

​

​

Delaware 1-33891 26-0097459

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

​ 2940 Riverby Road, Suite 400 Houston, Texas 77020 (Address of principal executive offices) ​ (713) 852-6500 (Registrant's telephone number, including area code) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ​ ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ​ ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ​ ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) ​

Title of Each Class ​ ​ ​ Trading Symbol(s) ​ ​ ​ Name of Each Exchange on Which Registered

Common stock, $0.01 par value per share ​ ORN ​ The New York Stock Exchange

Common stock, $0.01 par value per share ​ ORN ​ NYSE Texas

​ Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​ ​ ​

​ Item 2.02 Results of Operations and Financial Condition. ​ On March 3, 2026, Orion Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2025. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. ​ The information contained in this Item 2.02 to the Company’s Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended  (the “Exchange Act”), except as expressly set forth by specific reference in such filing. ​ Use of Non-GAAP Financial Information To help understand the Company’s financial performance, the Company has supplemented its financial results that it provides in accordance with generally accepted accounting principles (“GAAP”) with non-GAAP financial measures. Such financial measures include Adjusted Net Income (Loss), Adjusted Earnings (Loss) Per Common Share, earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, and Adjusted EBITDA Margin. ​ We believe these non-GAAP financial measures are frequently used by investors, securities analysts and other parties in the evaluation of our performance and liquidity with that of other companies in our industry. Management uses these measures to evaluate our operating performance, liquidity and capital structure. In addition, our incentive compensation plan measures performance based on our consolidated EBITDA, along with other factors. The methods we use to produce these non-GAAP financial measures may differ from methods used by other companies. These measures should be considered in addition to, not as a substitute for, financial measures prepared in accordance with GAAP. Applicable reconciliations to the nearest GAAP financial measure of each non-GAAP financial measure are included in the attached Exhibit 99.1. ​ Item 9.01 Financial Statements and Exhibits. (d) Exhibits

Exhibit No. Description

​ ​

99.1 Press Release of Orion Group Holdings, Inc. dated March 3, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

​ ​ ​

EXHIBIT INDEX

​

Exhibit No.

Description

​

​

99.1

Press Release of Orion Group Holdings, Inc. dated March 3, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

​ ​

SIGNATURE

​ Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​ ​

​

​

​ Orion Group Holdings, Inc.

Dated: March 4, 2026 By: /s/ Travis J. Boone

​ ​

ORION GROUP HOLDINGS, INC._ October 29, 2025 0001402829false00014028292025-10-292025-10-29 ​ ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 ​

FORM 8-K

CURRENT REPORT

​ Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ​ Date of Report (Date of earliest event reported): October 29, 2025 ​

ORION GROUP HOLDINGS, INC.

(Exact name of Registrant as specified in its charter) ​ ​

​

​

Delaware 1-33891 26-0097459

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

​ 2940 Riverby Road, Suite 400 Houston, Texas 77020 (Address of principal executive offices) ​ (713) 852-6500 (Registrant's telephone number, including area code) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ​ ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ​ ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ​ ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) ​

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common stock, $0.01 par value per share ​ ORN ​ The New York Stock Exchange

Common stock, $0.01 par value per share ​ ORN ​ NYSE Texas

​ Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​ ​ ​

​ Item 2.02 Results of Operations and Financial Condition.

On October 29, 2025, Orion Group Holdings, Inc. (the “Company”) held an earnings call to discuss its financial results for the third quarter ended September 30, 2025. Due to technical issues, the beginning of the earnings call may not have been accessible to all participants. Accordingly, the Company is furnishing as Exhibit 99.1 to this Current Report on Form 8-K a full transcript of the earnings call.

Item 7.01 Regulation FD Disclosure.

The information above in Item 2.02 is incorporated herein by reference. The information contained in Item 2.02 above and this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended  (the “Exchange Act”), except as expressly set forth by specific reference in such filing. ​ Item 9.01 Financial Statements and Exhibits. (d) Exhibits

Exhibit No. Description

​ ​

99.1 Transcript of Orion Group Holdings, Inc. Third Quarter 2025 earnings conference call, held October 29, 2025.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

​ ​ ​

EXHIBIT INDEX

​

Exhibit No.

Description

​

​

99.1 Transcript of Orion Group Holdings, Inc. Third Quarter 2025 earnings conference call, held October 29, 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

​ ​

SIGNATURE

​ Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​ ​

​

​

​ Orion Group Holdings, Inc.

Dated: October 29, 2025 By: /s/ Travis J. Boone

​ ​ President and Chief Executive Officer

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

ORION GROUP HOLDINGS, INC._ October 28, 2025 0001402829false00014028292025-10-282025-10-28 ​ ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 ​

FORM 8-K

CURRENT REPORT

​ Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ​ Date of Report (Date of earliest event reported): October 28, 2025 ​

ORION GROUP HOLDINGS, INC.

(Exact name of Registrant as specified in its charter) ​ ​

​

​

Delaware 1-33891 26-0097459

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

​ 2940 Riverby Road, Suite 400 Houston, Texas 77020 (Address of principal executive offices) ​ (713) 852-6500 (Registrant's telephone number, including area code) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ​ ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ​ ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ​ ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) ​

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common stock, $0.01 par value per share ​ ORN ​ The New York Stock Exchange

Common stock, $0.01 par value per share ​ ORN ​ NYSE Texas

​ Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ​ Emerging growth company ☐ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​ ​ ​

​ Item 2.02 Results of Operations and Financial Condition. ​ On October 28, 2025, Orion Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2025. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. ​ The information contained in this Item 2.02 to the Company’s Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended  (the “Exchange Act”), except as expressly set forth by specific reference in such filing. ​ Use of Non-GAAP Financial Information To help understand the Company’s financial performance, the Company has supplemented its financial results that it provides in accordance with generally accepted accounting principles (“GAAP”) with non-GAAP financial measures. Such financial measures include Adjusted Net Income (Loss), Adjusted Earnings (Loss) Per Common Share, earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, and Adjusted EBITDA Margin. ​ We believe these non-GAAP financial measures are frequently used by investors, securities analysts and other parties in the evaluation of our performance and liquidity with that of other companies in our industry. Management uses these measures to evaluate our operating performance, liquidity and capital structure. In addition, our incentive compensation plan measures performance based on our consolidated EBITDA, along with other factors. The methods we use to produce these non-GAAP financial measures may differ from methods used by other companies. These measures should be considered in addition to, not as a substitute for, financial measures prepared in accordance with GAAP. Applicable reconciliations to the nearest GAAP financial measure of each non-GAAP financial measure are included in the attached Exhibit 99.1. ​ Item 7.01 Regulation FD Disclosure. ​ On October 29, 2025, the Company posted the third quarter 2025 investor presentation to its website. The presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. All information included in the presentation is presented as of the dates indicated, and the Company does not assume any obligation to correct or update such information in the future. In addition, the Company disclaims any inferences regarding the materiality of such information that may arise as a result of it furnishing such information under Item 7.01 of this Current Report on Form 8-K. ​ The information contained in this Item 7.01, including Exhibit 99.2 attached hereto, is being furnished