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

0001402829false00014028292025-07-292025-07-29 ​ ​

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): July 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 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 July 29, 2025, Orion Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 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 July 30, 2025, the Company posted the second 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 and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any

0001402829false00014028292025-04-292025-04-29 ​ ​

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): April 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)

​ 12000 Aerospace Suite 300 Houston, Texas 77034 (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

​ 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 April 29, 2025, Orion Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2025. A copy of the press release is attached to this 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, or the Securities Exchange Act of 1934, as amended, 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 April 29, 2025.

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 April 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: April 29, 2025 By: /s/ Travis J. Boone

​ ​ President and Chief Executive Officer

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

0001402829false00014028292025-03-042025-03-04 ​ ​

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 4, 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)

​ 12000 Aerospace Suite 300 Houston, Texas 77034 (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

​ 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 4, 2025, Orion Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2024. A copy of the press release is attached to this 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, or the Securities Exchange Act of 1934, as amended, 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 4, 2025.

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 4, 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: March 4, 2025 By: /s/ Travis J. Boone

​ ​ President and Chief Executive Officer

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

0001402829false00014028292024-10-302024-10-30 ​ ​

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 30, 2024 ​

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)

​ 12000 Aerospace Suite 300 Houston, Texas 77034 (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

​ 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 30, 2024, Orion Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2024. A copy of the press release is attached to this 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, or the Securities Exchange Act of 1934, as amended, 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 October 30, 2024.

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 October 30, 2024.

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 30, 2024 By: /s/ Travis J. Boone

​ ​ President and Chief Executive Officer

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

0001402829false00014028292024-07-242024-07-24 ​ ​

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): July 24, 2024 ​

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)

​ 12000 Aerospace Suite 300 Houston, Texas 77034 (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

​ 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 July 24, 2024, Orion Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2024. A copy of the press release is attached to this 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, or the Securities Exchange Act of 1934, as amended, 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 July 24, 2024.

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 July 24, 2024.

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: July 25, 2024 By: /s/ Travis J. Boone

​ ​ President and Chief Executive Officer

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

0001402829false00014028292024-04-242024-04-24 ​ ​

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): April 24, 2024 ​

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)

​ 12000 Aerospace Suite 300 Houston, Texas 77034 (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

​ 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 April 24, 2024, Orion Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2024. A copy of the press release is attached to this 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, or the Securities Exchange Act of 1934, as amended, 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 April 24, 2024.

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 April 24, 2024.

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: April 25, 2024 By: /s/ Travis J. Boone

​ ​ President and Chief Executive Officer

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

0001402829false00014028292024-02-282024-02-28 ​ ​

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): February 28, 2024 ​

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)

​ 12000 Aerospace Suite 300 Houston, Texas 77034 (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

​ 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 February 28, 2024, Orion Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2023. A copy of the press release is attached to this 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, or the Securities Exchange Act of 1934, as amended, 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 February 28, 2024.

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 February 28, 2024.

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: February 28, 2024 By: /s/ Travis J. Boone

​ ​ President and Chief Executive Officer

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

0001402829false00014028292023-10-252023-10-25 ​ ​

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 25, 2023 ​

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)

​ 12000 Aerospace Suite 300 Houston, Texas 77034 (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

​ 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 25, 2023, the Company issued a press release (the “Earnings Release”) announcing its financial results for the third quarter ended September 30, 2023. A copy of the press release is attached to this Form 8-K as Exhibit 99.1. ​ 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, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing. ​ Item 9.01 Financial Statements and Exhibits. (d) Exhibits

Exhibit No. Description

​ ​

99.1 Press Release of Orion Group Holdings, Inc. dated October 25, 2023.

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 October 25, 2023.

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 25, 2023 By: /s/ Travis J. Boone

​ ​ President and Chief Executive Officer

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

0001402829false00014028292023-07-262023-07-26 ​ ​

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): July 26, 2023 ​

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)

​ 12000 Aerospace Suite 300 Houston, Texas 77034 (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

​ 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 July 26, 2023, the Company issued a press release (the “Earnings Release”) announcing its financial results for the second quarter ended June 30, 2023. A copy of the press release is attached to this Form 8-K as Exhibit 99.1. ​ 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, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing. ​ Item 9.01 Financial Statements and Exhibits. (d) Exhibits

Exhibit No. Description

​ ​

99.1 Press Release of Orion Group Holdings, Inc. dated July 26, 2023.

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 July 26, 2023.

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: July 27, 2023 By: /s/ Travis J. Boone

​ ​ President and Chief Executive Officer

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

0001402829false00014028292023-05-052023-05-05 ​ ​

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): May 5, 2023 ​

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)

​ 12000 Aerospace Suite 300 Houston, Texas 77034 (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

​ 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 1.01Entry into a Material Definitive Agreement. ​ On May 5, 2023, Orion Group Holdings, Inc. (the “Company”) entered into a Consent Letter (the “Consent Letter”) by and between the Company, as borrower, certain subsidiaries of the Company (the “Guarantors”), Regions Bank, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent, and certain other banks and lenders party to the Consent Letter (the “Required Lenders”). ​ The Consent Letter, provided in connection with that certain Credit Agreement, dated as of August 5, 2015, by and among the Company, the Guarantors, the Administrative Agent and Collateral Agent, and other lenders party thereto (the “Lenders”), as amended (the “Credit Agreement”) that the Administrative Agent and the Required Lenders consent to the Credit Parties permitting (a) the Consolidated Leverage Ratio to exceed 3.00 to 1.00 and (b) the Consolidated Fixed Charge Coverage Ratio to be less than 1.25 to 1.00, in each case, for the Fiscal Quarter of the Borrower ended March 31, 2023, notwithstanding the requirements of clauses (a) and (b) of Section 8.8 of the Credit Agreement to the contrary. The consent provided under the Consent Letter expires if the Company has not consummated a refinancing of the obligations under the Credit Agreement on or before May 19, 2023 (or such later date as agreed upon by the Administrative Agent in writing in its sole discretion). ​ Item 2.02 Results of Operations and Financial Condition. ​ On May 8, 2023, the Company issued a press release (the “Earnings Release”) announcing its financial results for the fiscal quarter ended March 31, 2023. A copy of the press release is attached to this Form 8-K as Exhibit 99.1. ​ 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, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing. ​ Item 9.01 Financial Statements and Exhibits. (d) Exhibits

Exhibit No. Description

​ ​

10.1 Consent Letter, dated May 5, 2023, by and between Orion Marine Group, Inc. as Borrower, certain subsidiaries of the Borrower, as Guarantors, the Lenders Party thereto, Regions Bank, as Administrative Agent and Collateral Agent, and Bank of America, N.A. and BOKF, NA dba Bank of Texas, as Co-Syndication Agents.

99.1 Press Release of Orion Group Holdings, Inc. dated May 8, 2023.

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

​ ​ ​

EXHIBIT INDEX

​

Exhibit No.

Description

​

​

10.1

Consent Letter, dated May 5, 2023, by and between Orion Marine Group, Inc. as Borrower, certain subsidiaries of the Borrower, as Guarantors, the Lenders Party thereto, Regions Bank, as Administrative Agent and Collateral Agent, and Bank of Amer

0001402829false00014028292023-03-142023-03-14 ​ ​

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 14, 2023 ​

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)

​ 12000 Aerospace Suite 300 Houston, Texas 77034 (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

​ 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 1.01Entry into a Material Definitive Agreement. ​ As indicated in the Earnings Release (as defined below), in the event Orion Group Holdings, Inc. (the “Company”) has not secured a new credit facility by the March 16, 2023 deadline for filing its 2022 Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”), that annual report will include a going concern comment. ​ On March 14, 2023, the Company entered into a Consent Letter (the “Consent Letter”) by and between the Company, as borrower, certain subsidiaries of the Company (the “Guarantors”), Regions Bank, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent, and certain other banks and lenders party to the Consent Letter (the “Required Lenders”). ​ The Consent Letter, provided in connection with that certain Credit Agreement, dated as of August 5, 2015, by and among the Company, the Guarantors, the Administrative Agent and Collateral Agent, and other lenders party thereto (the “Lenders”), as amended (the “Credit Agreement”), provides, notwithstanding the requirements of Section 7.1(b) of the Credit Agreement, that the Administrative Agent and the Required Lenders consent to the delivery by the Company to the Administrative Agent and the Lenders of a report containing a “going concern” comment with respect to the consolidated financial statements of the Company and its subsidiaries for the fiscal year ended December 31, 2022 included in the Form 10-K. The consent provided under the Consent Letter expires if the Company has not consummated a refinancing of the obligations under the Credit Agreement on or before May 1, 2023 (or such later date as agreed upon by the Administrative Agent in writing in its sole discretion). ​ Item 2.02 Results of Operations and Financial Condition. ​ On March 14, 2023, the Company issued a press release (the “Earnings Release”) announcing its financial results for the fiscal quarter and full year ended December 31, 2022, and entrance into the Consent Letter. A copy of the press release is attached to this Form 8-K as Exhibit 99.1. ​ 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, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing. ​ Item 9.01 Financial Statements and Exhibits. (d) Exhibits

Exhibit No. Description

​ ​

10.1 Consent Letter, dated March 14, 2023, by and between Orion Marine Group, Inc. as Borrower, certain subsidiaries of the Borrower, as Guarantors, the Lenders Party thereto, Regions Bank, as Administrative Agent and Collateral Agent, and Bank of America, N.A. and BOKF, NA dba Bank of Texas, as Co-Syndication Agents.

99.1 Press Release of Orion Group Holdings, Inc. March 14, 20

0001402829false00014028292022-10-262022-10-26 ​ ​

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 26, 2022 ​

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)

​ 12000 Aerospace Suite 300 Houston, Texas 77034 (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

​ 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 26, 2022, the Company issued a press release announcing its financial results for the fiscal quarter ended September 30, 2022.  A copy of the press release is attached to this Form 8-K as Exhibit 99.1. ​ 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, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing. ​ Item 9.01 Financial Statement and Exhibits ​ A copy of the press release dated October 26, 2022 announcing the Company’s financial results for the fiscal quarter ended September 30, 2022 described in Item 2.02 is attached as Exhibit 99.1 to this Current Report on Form 8-K. ​ ​

Exhibit Index ​ ​

​

​

Exhibit No.

Description

99.1 ​ Press release issued October 26, 2022 announcing the Company’s financial results for the fiscal quarter ended September 30, 2022.

104.1 ​ 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 27, 2022 By: /s/ Travis J. Boone

​ ​ President and Chief Executive Officer

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

0001402829false00014028292022-07-272022-07-27 ​ ​

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): July 27, 2022 ​

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)

​ 12000 Aerospace Suite 300 Houston, Texas 77034 (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

​ 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 July 27, 2022, the Company issued a press release announcing its financial results for the fiscal quarter ended June 30, 2022.  A copy of the press release is attached to this Form 8-K as Exhibit 99.1. ​ 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, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing. ​ Item 9.01 Financial Statement and Exhibits ​ A copy of the press release dated July 27, 2022 announcing the Company’s financial results for the fiscal quarter ended June 30, 2022 described in Item 2.02 is attached as Exhibit 99.1 to this Current Report on Form 8-K. ​ ​

Exhibit Index ​ ​

​

​

Exhibit No.

Description

99.1 ​ Press release issued July 27, 2022 announcing the Company’s financial results for the fiscal quarter ended June 30, 2022.

104.1 ​ 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: July 28, 2022 By: /s/ Austin J. Shanfelter

​ ​ Interim Chief Executive Officer

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

0001402829false00014028292022-04-272022-04-27 ​ ​

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): April 27, 2022 ​

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)

​ 12000 Aerospace Suite 300 Houston, Texas 77034 (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

​ 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 April 27, 2022, the Company issued a press release announcing its financial results for the fiscal quarter ended March 31, 2022.  A copy of the press release is attached to this Form 8-K as Exhibit 99.1. ​ 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, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing. ​ Item 9.01 Financial Statement and Exhibits ​ A copy of the press release dated April 27, 2022 announcing the Company’s financial results for the fiscal quarter ended March 31, 2022 described in Item 2.02 is attached as Exhibit 99.1 to this Current Report on Form 8-K. ​ ​

Exhibit Index ​ ​

​

​

Exhibit No.

Description

99.1 ​ Press release issued April 27, 2022 announcing the Company’s financial results for the fiscal quarter ended March 31, 2022.

104.1 ​ 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: April 28, 2022 By: /s/ Austin J. Shanfelter

​ ​ Interim Chief Executive Officer

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

0001402829false00014028292022-03-022022-03-02 ​ ​

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 2, 2022 ​

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)

​ 12000 Aerospace Suite 300 Houston, Texas 77034 (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

​ 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 2, 2022, the Company issued a press release announcing its financial results for the fiscal quarter and full year ended December 31, 2021.  A copy of the press release is attached to this Form 8-K as Exhibit 99.1. ​ 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, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing. ​ Item 9.01 Financial Statement and Exhibits ​ A copy of the press release dated March 2, 2022 announcing the Company’s financial results for the fiscal quarter and full year ended December 31, 2021 described in Item 2.02 is attached as Exhibit 99.1 to this Current Report on Form 8-K. ​ ​

Exhibit Index ​ ​

​

​

Exhibit No.

Description

99.1 ​ Press release issued March 2, 2022 announcing the Company’s financial results for the fiscal quarter and full year ended December 31, 2021.

104.1 ​ 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 3, 2022 By: /s/ Mark R. Stauffer

​ ​ President and Chief Executive Officer

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

0001402829false00014028292021-10-272021-10-27 ​ ​

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 27, 2021 ​

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)

​ 12000 Aerospace Suite 300 Houston, Texas 77034 (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

​ 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 27, 2021, the Company issued a press release announcing its financial results for the fiscal quarter ended September 30, 2021.  A copy of the press release is attached to this Form 8-K as Exhibit 99.1. ​ 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, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing. ​ Item 9.01 Financial Statement and Exhibits ​ A copy of the press release dated October 27, 2021 announcing the Company’s financial results for the fiscal quarter ended September 30, 2021 described in Item 2.02 is attached as Exhibit 99.1 to this Current Report on Form 8-K. ​ ​

Exhibit Index ​ ​

​

​

Exhibit No.

Description

99.1 ​ Press release issued October 27, 2021 announcing the Company’s financial results for the fiscal quarter ended September 30, 2021.

104.1 ​ 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 28, 2021 By: /s/ Mark R. Stauffer

​ ​ President and Chief Executive Officer

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

0001402829false00014028292021-07-282021-07-28 ​ ​

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): July 28, 2021 ​

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)

​ 12000 Aerospace Suite 300 Houston, Texas 77034 (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

​ 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 July 28, 2021, the Company issued a press release announcing its financial results for the fiscal quarter ended June 30, 2021.  A copy of the press release is attached to this Form 8-K as Exhibit 99.1. ​ 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, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing. ​ Item 9.01 Financial Statement and Exhibits ​ A copy of the press release dated July 28, 2021 announcing the Company’s financial results for the fiscal quarter ended June 30, 2021 described in Item 2.02 is attached as Exhibit 99.1 to this Current Report on Form 8-K. ​ ​

Exhibit Index ​ ​

​

​

Exhibit No.

Description

99.1 ​ Press release issued July 28, 2021 announcing the Company’s financial results for the fiscal quarter ended June 30, 2021.

​ ​

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: July 29, 2021 By: /s/ Mark R. Stauffer

​ ​ President and Chief Executive Officer

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​