[10-Q] Orion Group Holdings Inc Quarterly Earnings Report

Rhea-AI Filing Summary

Orion Group Holdings (ORN)

Year to date, revenues reached $619.0 million (up 7%), with net income of $2.7 million versus a loss last year. The Marine segment strengthened, posting Q3 operating income of $11.0 million versus $5.5 million, while the Concrete segment swung to a Q3 operating loss of $5.7 million from income last year.

Liquidity remained available through the revolver, with no borrowings and $41.2 million of availability at September 30, 2025; cash was $4.9 million. Backlog was $679 million, with $547 million expected to convert within 12 months. Total debt was $26.5 million. A subsequent property sale closed on October 24, 2025 for $23.5 million, with proceeds designated to reduce debt and for general corporate purposes.

10/29/2025 - 04:46 PM

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Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the quarterly period ended September 30, 2025

OR

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☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the transition period from ________ to ________

Commission file number: 1-33891

ORION GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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Delaware State of Incorporation	26-0097459 IRS Employer Identification Number
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2940 Riverby Road, Suite 400 Houston, Texas 77020 Address of Principal Executive Office	(713) 852-6500 Registrant’s telephone number (including area code)

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Securities registered pursuant to Section 12(b) of the Act:

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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
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days:   ☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files): Yes ☑  No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, "accelerated filer", "smaller reporting company” and "emerging growth company” in Rule 12b-2 of the Exchange Act:

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Large accelerated filer ☐	Accelerated filer ☑
Non-accelerated filer ☐	Smaller reporting company ☐
​	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): ☐ Yes ☑ No

There were 39,900,978 shares of common stock outstanding as of October 24, 2025.

​

​

​

​

Table of Contents

ORION GROUP HOLDINGS, INC.

Quarterly Report on Form 10-Q for the period ended September 30, 2025

Index

​	​	​
​	​	Page
PART I	FINANCIAL INFORMATION	​
Item 1.	Financial Statements (Unaudited)	​
​	Condensed Consolidated Balance Sheets at September 30, 2025 and December 31, 2024	3
​	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024	4
​	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024	5
​	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024	6
​	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29
Item 4.	Controls and Procedures	30
PART II	OTHER INFORMATION	​
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	31
SIGNATURES		32

​

​

​

​

2

Table of Contents

​

PART I.FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

​

Orion Group Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In Thousands, Except Share and Per Share Information)

​	​	​	​	​	​	​
​		September 30,			December 31,
​	​	2025			2024
​	​	(Unaudited)		​	​	​
ASSETS		​	​		​
Current assets:		​			​
Cash and cash equivalents	​	$	4,917	​	$	28,316
Accounts receivable:	​			​
Trade, net of allowance for credit losses of $3,004 and $555, respectively	​		164,911	​		106,304
Retainage	​		48,345	​		35,633
Income taxes receivable	​		738	​		483
Other current	​		3,116	​		3,127
Inventory	​		2,115	​		1,974
Contract assets	​		40,518	​		84,407
Prepaid expenses and other	​		5,080	​		9,084
Total current assets	​		269,740	​		269,328
Property and equipment, net of accumulated depreciation	​		101,114	​		86,098
Operating lease right-of-use assets, net of accumulated amortization	​	​	22,240	​	​	27,101
Financing lease right-of-use assets, net of accumulated amortization	​	​	21,028	​	​	25,806
Inventory, non-current	​		6,862	​		7,640
Deferred income tax asset	​	​	17	​	​	17
Other non-current	​		1,374	​		1,327
Total assets	​	$	422,375	​	$	417,317
LIABILITIES AND STOCKHOLDERS’ EQUITY	​			​
Current liabilities:	​			​
Current debt, net of debt issuance costs	​	$	1,044	​	$	426
Accounts payable:	​		​	​		​
Trade	​		107,671	​		97,139
Retainage	​		1,984	​		1,310
Accrued liabilities	​		28,522	​		26,294
Income taxes payable	​		154	​		507
Contract liabilities	​		43,862	​		47,371
Current portion of operating lease liabilities	​	​	4,650	​	​	7,546
Current portion of financing lease liabilities	​	​	9,953	​	​	10,580
Total current liabilities	​	​	197,840	​	​	191,173
Long-term debt, net of debt issuance costs	​		22,564	​		22,751
Operating lease liabilities	​	​	20,929	​	​	20,837
Financing lease liabilities	​	​	6,346	​	​	11,346
Other long-term liabilities	​		16,748	​		20,503
Deferred income tax liability	​		57	​		28
Total liabilities	​		264,485	​	​	266,638
Stockholders’ equity:	​			​
Preferred stock -- $0.01 par value, 10,000,000 authorized, none issued	​		—	​		—
Common stock -- $0.01 par value, 50,000,000 authorized, 40,601,098 and 39,681,597 issued; 39,889,867 and 38,970,366 outstanding at September 30, 2025 and December 31, 2024, respectively	​		406	​		397
Treasury stock, 711,231 shares, at cost, as of September 30, 2025 and December 31, 2024, respectively	​		(6,540)	​		(6,540)
Additional paid-in capital	​		224,987	​		220,513
Retained Loss	​		(60,963)	​		(63,691)
Total stockholders’ equity	​		157,890	​		150,679
Total liabilities and stockholders’ equity	​	$	422,375	​	$	417,317

​

The accompanying notes are an integral part of these condensed consolidated financial statements

​

3

​

Table of Contents

Orion Group Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In Thousands, Except Share and Per Share Information)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30,

​

September 30,

​

2025

2024

2025

2024

Contract revenues

​

$

225,097

​

$

226,675

​

$

619,037

​

$

579,514

Costs of contract revenues

​

195,345

​

199,611

​

540,473

​

518,631

Gross profit

​

29,752

​

27,064

​

78,564

​

60,883

Selling, general and administrative expenses

​

25,059

​

20,846

​

70,378

​

60,980

Gain on disposal of assets, net

​

(628)

​

(1,563)

​

(1,400)

​

(1,986)

Operating income

​

5,321

​

7,781

​

9,586

​

1,889

Other (expense) income:

​

​

​

​

​

Interest expense

​

(2,120)

​

(3,617)

​

(7,373)

​

(10,336)

Other income

​

417

​

180

​

761

​

396

Other expense, net

​

(1,703)

​

(3,437)

​

(6,612)

​

(9,940)

Income (loss) before income taxes

​

3,618

​

4,344

​

2,974

​

(8,051)

Income tax expense

​

317

​

82

​

246

​

347

Net income (loss)

​

$

3,301

​

$

4,262

​

$

2,728

​

$

(8,398)

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic income (loss) per share

​

$

0.08

​

$

0.12

​

$

0.07

​

$

(0.25)

Diluted income (loss) per share

​

$

0.08

​

$

0.12

​

$

0.07

​

$

(0.25)

Shares used to compute income (loss) per share:

​

​

​

​

Basic

​

39,776,096

​

34,494,302

​

39,535,151

​

33,390,722

Diluted

​

39,787,227

​

34,518,680

​

39,544,405

​

33,390,722

​

The accompanying notes are an integral part of these condensed consolidated financial statements

​

​

​

​

​

4

​

Table of Contents

Orion Group Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(In Thousands, Except Share and Per Share Information) (Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common

Treasury

Additional

​

​

​

​

​

​

Stock

​

Stock

Paid-In

Retained

​

​

​

​

​

Shares

Amount

​

Shares

Amount

Capital

​

Loss

​

Total

Balance, January 1, 2025

​

39,681,597

​

$

397

(711,231)

​

$

(6,540)

​

$

220,513

​

$

(63,691)

​

$

150,679

Share-based compensation

​

—

​

​

—

​

—

​

​

—

​

​

1,123

​

​

—

​

​

1,123

Exercise of stock options

​

15,000

​

​

​

​

​

​

​

​

​

​

108

​

​

​

​

​

108

Issuance of restricted stock

​

499,036

​

​

5

​

—

​

​

—

​

​

(5)

​

​

—

​

​

—

Employee share purchase plan issuance

​

71,133

​

​

1

​

​

​

​

​

​

​

336

​

​

​

​

​

337

Forfeiture of restricted stock

​

(10,960)

​

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Net loss

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(1,414)

​

​

(1,414)

Balance, March 31, 2025

​

40,255,806

​

$

403

(711,231)

​

$

(6,540)

​

$

222,075

​

$

(65,105)

​

$

150,833

Share-based compensation

​

—

​

​

—

​

—

​

​

—

​

​

1,519

​

​

—

​

​

1,519

Exercise of stock options

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Issuance of restricted stock

​

454,630

​

​

4

​

—

​

​

—

​

​

(4)

​

​

—

​

​

—

Employee share purchase plan issuance

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Forfeiture of restricted stock

​

(263,960)

​

​

(3)

​

—

​

​

—

​

​

3

​

​

—

​

​

—

Net income

—

​

​

—

​

—

​

​

—

​

​

—

​

​

841

​

​

841

Balance, June 30, 2025

​

40,446,476

​

$

404

(711,231)

​

$

(6,540)

​

$

223,593

​

$

(64,264)

​

$

153,193

Share-based compensation

​

—

​

​

—

​

—

​

​

—

​

​

1,376

​

​

—

​

​

1,376

Exercise of stock options

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Issuance of restricted stock

​

142,221

​

​

2

​

—

​

​

—

​

​

(2)

​

​

—

​

​

—

Employee share purchase plan issuance

​

82,873

​

​

1

​

—

​

​

—

​

​

392

​

​

—

​

​

393

Forfeiture of restricted stock

​

(15,166)

​

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Payments related to tax withholding for share-based compensation

​

(55,306)

​

​

(1)

​

—

​

​

—

​

​

(372)

​

​

—

​

​

(373)

Net income

—

​

​

—

​

—

​

​

—

​

​

—

​

​

3,301

​

​

3,301

Balance, September 30, 2025

​

40,601,098

​

$

406

(711,231)

​

$

(6,540)

​

$

224,987

​

$

(60,963)

​

$

157,890

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common

Treasury

Additional

​

​

​

​

​

​

Stock

​

Stock

Paid-In

Retained

​

​

​

​

​

Shares

Amount

​

Shares

Amount

Capital

​

Loss

​

Total

Balance, January 1, 2024

​

33,260,011

​

$

333

(711,231)

​

$

(6,540)

​

$

189,729

​

$

(62,047)

​

$

121,475

Share-based compensation

​

—

​

​

—

​

—

​

​

—

​

​

358

​

​

—

​

​

358

Exercise of stock options

​

46,322

​

​

—

​

—

​

​

—

​

​

294

​

​

—

​

​

294

Issuance of restricted stock

​

275,954

​

​

3

​

—

​

​

—

​

​

(3)

​

​

—

​

​

—

Forfeiture of restricted stock

​

(6,942)

​

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Net loss

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(6,057)

​

​

(6,057)

Balance, March 31, 2024

​

33,575,345

​

$

336

(711,231)

​

$

(6,540)

​

$

190,378

​

$

(68,104)

​

$

116,070

Share-based compensation

​

—

​

​

—

​

—

​

​

—

​

​

1,556

​

​

—

​

​

1,556

Exercise of stock options

​

10,246

​

​

—

​

—

​

​

—

​

​

74

​

​

—

​

​

74

Issuance of restricted stock

​

508,910

​

​

5

​

—

​

​

—

​

​

(5)

​

​

—

​

​

—

Forfeiture of restricted stock

​

(8,331)

​

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Payments related to tax withholding for share-based compensation

​

(3,984)

​

​

—

​

—

​

​

—

​

​

(34)

​

​

—

​

​

(34)

Net loss

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(6,603)

​

​

(6,603)

Balance, June 30, 2024

​

34,082,186

​

$

341

(711,231)

​

$

(6,540)

​

$

191,969

​

$

(74,707)

​

$

111,063

Stock-based compensation

​

—

​

​

—

​

—

​

​

—

​

​

1,016

​

​

—

​

​

1,016

Issuance of restricted stock

​

1,652

​

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Forfeiture of restricted stock

​

(7,182)

​

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Payments related to tax withholding for share-based compensation

​

(55,540)

​

​

(1)

​

—

​

​

—

​

​

(401)

​

​

—

​

​

(402)

Issuance of common stock

​

5,589,000

​

​

56

​

​

​

​

​

​

​

26,420

​

​

​

​

​

26,476

Net income

—

​

​

—

​

—

​

​

—

​

​

—

​

​

4,262

​

​

4,262

Balance, September 30, 2024

​

39,610,116

​

$

396

(711,231)

​

$

(6,540)

​

$

219,004

​

$

(70,445)

​

$

142,415

​

The accompanying notes are an integral part of these condensed consolidated financial statements

5

​

Table of Contents

​

Orion Group Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in Thousands)

(Unaudited)

​	​	​	​	​	​	​
​	​	Nine Months Ended September 30,
​		2025			2024
Cash flows from operating activities:		​			​
Net income (loss)	​	$	2,728	​	$	(8,398)
Adjustments to reconcile net income (loss) to net cash used in operating activities:	​		​	​		​
Operating activities:	​		​	​		​
Depreciation and amortization	​		10,036	​		11,961
Amortization of ROU operating leases	​	​	6,727	​	​	7,491
Amortization of ROU finance leases	​	​	6,490	​	​	5,597
Amortization of deferred debt issuance costs	​	​	900	​	​	1,562
Deferred income taxes	​		29	​		(36)
Share-based compensation	​		4,018	​		2,930
Gain on disposal of assets, net	​		(1,400)	​		(1,986)
Allowance for credit losses	​		2,449	​		355
Change in operating assets and liabilities:	​		​	​		​
Accounts receivable	​		(73,808)	​		(40,276)
Income tax receivable	​		(255)	​		(69)
Inventory	​		637	​		(567)
Prepaid expenses and other	​		3,958	​		4,940
Contract assets	​		43,889	​		23,027
Accounts payable	​		11,550	​		33,481
Accrued liabilities	​		4,765	​		(14,333)
Operating lease liabilities	​	​	(4,591)	​	​	(6,625)
Income tax payable	​		(353)	​		(54)
Contract liabilities	​		(3,509)	​		(19,687)
Net cash provided by (used in) operating activities	​		14,260	​		(687)
Cash flows from investing activities:	​			​
Proceeds from sale of property and equipment	​		1,732	​		1,922
Purchase of property and equipment	​		(25,510)	​		(10,644)
Net cash used in investing activities	​		(23,778)	​		(8,722)
Cash flows from financing activities:	​		​	​		​
Borrowings on Credit Facility	​		138,138	​		39,279
Payments on Credit Facility	​		(138,451)	​		(39,671)
Payments made on term loan	​	​	​	​	​	(10,000)
Proceeds from failed sales-leasebacks	​	​	1,600	​	​	—
Payments on failed sale-leasebacks	​	​	(7,463)	​	​	(3,172)
Loan costs from Credit Agreement and prior credit facility	​		(323)	​		(393)
Payments of finance lease liabilities	​	​	(7,847)	​	​	(6,456)
Proceeds from issuance of common stock	​	​	​	​	​	27,206
Proceeds from issuance of common stock under ESPP	​	​	730	​	​	—
Payments related to tax withholding for share-based compensation	​	​	(373)	​	​	(436)
Exercise of stock options	​		108	​		368
Net cash used in financing activities	​		(13,881)	​		6,725
Net change in cash, cash equivalents and restricted cash	​		(23,399)	​		(2,684)
Cash, cash equivalents and restricted cash at beginning of period	​		28,316	​		30,938
Cash, cash equivalents and restricted cash at end of period	​	$	4,917	​	$	28,254
​	​	​	​	​	​	​
Supplemental disclosures of cash flow information:	​			​
Cash paid during the period for:	​			​
Interest	​	$	6,348	​	$	5,424
Taxes, net of refunds	​	$	824	​	$	506

​

The accompanying notes are an integral part of these condensed consolidated financial statements

​

6

​

Table of Contents

Orion Group Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and per Share Amounts)

(Unaudited)

​

1.Description of Business and Basis of Presentation

Description of Business

Orion Group Holdings, Inc. and its subsidiaries (hereafter collectively referred to as the “Company”), is a leading specialty construction company serving the infrastructure, industrial, and building sectors, providing services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through our marine and concrete segments. We are headquartered in Houston, Texas.

Basis of Presentation

The accompanying condensed consolidated financial statements and financial information included herein have been prepared pursuant to the interim period reporting requirements of Form 10-Q. Accordingly, these financial statements do not include certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and should be read together with our 2024 Annual Report on Form 10-K. For the periods presented, there were no items of other comprehensive income.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented. Such adjustments are of a normal recurring nature. Interim results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results realizable for the year ending December 31, 2025.

​

2.Recent Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) issues accounting standards and updates (each, an “ASU”) from time to time to its Accounting Standards Codification (“ASC”), which is the primary source of U.S. GAAP. The Company regularly monitors ASUs as they are issued and considers applicability to its business. All ASUs are adopted by their respective due dates and in the manner prescribed by the FASB.

​

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require disclosure of specific categories in the rate reconciliation and provides additional information for reconciling items that meet a quantitative threshold and further disaggregation of income taxes paid for individually significant jurisdictions. The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. Adoption of this standard will not impact our financial position or results of operations but is expected to result in expanded tax disclosures in the full year financial statements for the year ended December 31, 2025.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures. The amendments require entities to provide enhanced disaggregation of certain expense categories presented in the income statement, including details on significant components within those categories, to provide greater transparency and decision-useful information to users

7

​

Table of Contents

of financial statements. The ASU is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact that this guidance will have on the disclosures within its consolidated financial statements.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments introduce a practical expedient that allows entities to assume current conditions as of the balance sheet date remain unchanged over the remaining life of current accounts receivable and current contract assets arising from transactions within the scope of ASC 606. The ASU is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years, with early adoption permitted. The Company is evaluating the impact that the guidance will have on the disclosures within its consolidated financial statements; however, adoption is not expected to have a material impact on the Company’s financial position or results of operations.

3.Revenue

Contract revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The following table represents a disaggregation of the Company’s contract revenues by service line for the marine and concrete segments:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30,

​

September 30,

​

2025

2024

2025

2024

Marine Segment

​

​

​

​

Construction

​

$

116,815

​

$

123,141

​

$

336,128

​

$

327,955

Dredging

​

23,761

​

12,902

​

58,372

​

39,649

Specialty services

​

2,367

​

3,970

​

10,909

​

9,687

Marine segment contract revenues

​

$

142,943

​

$

140,013

​

$

405,409

​

$

377,291

​

​

​

​

​

​

​

​

​

​

​

​

​

Concrete Segment

​

​

​

​

Structural

​

$

11,482

​

$

15,572

​

$

37,785

​

$

44,040

Light commercial

​

70,672

​

71,090

​

175,843

​

158,183

Concrete segment contract revenues

​

$

82,154

​

$

86,662

​

$

213,628

​

$

202,223

​

​

​

​

​

​

​

​

​

​

​

​

​

Total contract revenues

​

$

225,097

​

$

226,675

​

$

619,037

​

$

579,514

​

The Company has determined that it has two reportable segments as described in Note 15, but has disaggregated its contract revenues in the above chart in terms of services provided within such segments. Additionally, both the marine and concrete segments have limited contracts with multiple performance obligations. The Company’s contracts are often estimated and bid as one project and performance is evaluated as one project, not by individual services performed by each.

​

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Additionally, the table below represents contract revenue by type of customer for the three and nine months ended September 30, 2025 and 2024, respectively:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		Three Months Ended										Nine Months Ended
​	​	September 30,										September 30,									​
​		2025			%		2024			%		2025			%		2024			%
Federal Government		$	44,924		20	%	$	58,149		26	%	$	126,237		20	%	$	178,552		31	%
State Governments			24,928		11	%		18,748		8	%		90,212		15	%		48,185		8	%
Local Government			42,050		19	%		28,604		13	%		122,214		20	%		84,469		15	%
Private Companies			113,195		50	%		121,174		53	%		280,374		45	%		268,308		46	%
Total contract revenues		$	225,097		100	%	$	226,675		100	%	$	619,037		100	%	$	579,514		100	%

​

On March 10, 2023, the United States Navy awarded the Dragados/Hawaiian Dredging/Orion Joint Venture a contract to complete the construction of a dry dock at Pearl Harbor Naval Shipyard. The Company’s joint venture with Dragados/Hawaiian Dredging is a related-party transaction. The Company’s portion of work as a dedicated subcontractor totals $461.3 million.

For the three months ended September 30, 2025 and 2024, the United States Navy, included in the Federal Government category, accounted for 15% and 25% of total contract revenues, respectively. For the three months ended September 30, 2024, a customer in the Private Companies category accounted for 10% of total contract revenues. For the nine months ended September 30, 2025 and 2024, the United States Navy, included in the Federal Government category, accounted for 16% and 26% of total contract revenues, respectively.

For the three months ended September 30, 2025 and 2024, the Company’s revenue related to the joint venture subcontract was approximately $33.7 million and $57.2 million, respectively. For the nine months ended September 30, 2025 and 2024, the Company’s revenue related to the joint venture subcontract was approximately $100.4 million and $150.7 million, respectively.

The Company does not believe that the loss of any one of its customers would have a material adverse effect on the Company or its subsidiaries and affiliates since no single specific customer sustains such a large portion of receivables or contract revenue over time.

Contract revenues generated outside the United States totaled 4% and 10% of total revenues for the three months ended September 30, 2025 and 2024, respectively, and 5% and 8% for the nine months ended September 30, 2025 and 2024, respectively, and were primarily located in the Caribbean Basin.

9

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4.Concentration of Risk and Enterprise-Wide Disclosures

Accounts receivable include amounts billed to governmental agencies and private customers and do not bear interest. Balances billed to customers but not paid pursuant to retainage provisions generally become payable upon contract completion and acceptance by the owner.

​

The table below presents the concentrations of current receivables (trade and retainage) at September 30, 2025 and December 31, 2024, respectively:

​

​

​	​	​	​	​	​	​	​	​	​	​	​
​	​	September 30, 2025				​	December 31, 2024
Federal Government		$	55,772		26	%	$	19,874		14	%
State Governments	​		18,470		9	%		9,553		7	%
Local Governments	​		35,607		16	%		24,641		17	%
Private Companies	​		106,412		49	%		88,424		62	%
Gross receivables	​	​	216,261	​	100	%	​	142,492	​	100	%
Allowance for credit losses	​	​	(3,005)	​	​	​	​	(555)	​	​	​
Net receivables	​	$	213,256		​	​	$	141,937		​	​

​

At September 30, 2025, the United States Navy, which is included in the Federal Government category, accounted for 25% of total current receivables. At December 31, 2024, the United States Navy, accounted for 11% of total current receivables.

5.Contracts in Progress

Contracts in progress are as follows at September 30, 2025 and December 31, 2024:

​

​	​	​	​	​	​	​
​		September 30,			December 31,
​	​	2025		​	2024
Costs incurred on uncompleted contracts	​	$	1,840,918	​	$	1,561,338
Estimated earnings	​		263,707	​		211,439
Costs and estimated earnings on uncompleted contracts	​		2,104,625	​		1,772,777
Less: Billings to date	​		(2,107,969)	​		(1,735,741)
Net contracts in progress	​	$	(3,344)	​	$	37,036
​	​	​	​	​	​	​
Included in the accompanying Consolidated Balance Sheets under the following captions:	​			​
Contract assets	​	$	40,518	​	$	84,407
Contract liabilities	​		(43,862)	​		(47,371)
Net contracts in progress	​	$	(3,344)	​	$	37,036

​

Included in contract net assets (liabilities) is approximately $5.2 million and $19.8 million at September 30, 2025 and December 31, 2024, respectively, related to claims and unapproved change orders.

Remaining performance obligations represent the transaction price of firm orders or other written contractual commitments from customers for which work has not been performed or is partially completed and excludes unexercised contract options and potential orders. As of September 30, 2025, the aggregate amount of the remaining performance obligations was approximately $679 million. Of this amount, the current expectation of

10

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the Company is that it will recognize $547 million, or 81%, in the next 12 months and the remaining balance thereafter.

6.Property and Equipment

The following is a summary of property and equipment at September 30, 2025 and December 31, 2024:

​

​	​	​	​	​	​	​
​		September 30,			December 31,
​	​	2025		​	2024
Construction equipment	​	$	115,136	​	$	117,652
Vessels and other equipment	​		100,613	​		96,173
Building and improvements	​		51,649	​		39,401
Automobiles and trucks	​		5,802	​		1,790
Office equipment	​		1,693	​		7,562
Gross book value of depreciable assets	​		274,893	​		262,578
Less: Accumulated depreciation	​		(202,819)	​		(209,234)
Net book value of depreciable assets	​		72,074	​		53,344
Construction in progress	​		4,092	​		7,806
Land	​		24,948	​		24,948
Property and equipment, net of depreciation	​	$	101,114	​	$	86,098

​

Substantially all depreciation expense is included in the cost of contract revenue in the Company’s Condensed Consolidated Statements of Operations. Substantially all of the assets of the Company are pledged as collateral under the Company’s Credit Agreement as discussed in Note 9. Substantially all of the Company’s long-lived assets are located in the United States.

7.Fair Value

Recurring Fair Value Measurements

The fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction between willing parties. Due to their short-term nature, the Company believes that the carrying value of its accounts receivable, other current assets, accounts payable and other current liabilities approximate their fair values.

The Company classifies financial assets and liabilities into the following three levels based on the inputs used to measure fair value in the order of priority indicated:

● Level 1- fair values are based on observable inputs such as quoted prices in active markets for identical assets or liabilities;

● Level 2 - fair values are based on pricing inputs other than quoted prices in active markets for identical assets and liabilities and are either directly or indirectly observable as of the measurement date; and

● Level 3 - fair values are based on unobservable inputs in which little or no market data exists.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value requires judgment and may affect the placement of assets and liabilities within the fair value hierarchy levels.

11

​

Table of Contents

Our concrete segment has life insurance policies with a combined face value of $11.1 million as of September 30, 2025. These policies are invested in mutual funds and the fair value measurement of the cash surrender balance associated with these policies is determined using Level 2 inputs within the fair value hierarchy and will vary with investment performance. The fair value of the cash surrender value of these policies at September 30, 2025 and December 31, 2024 was $1.3 million and $1.2 million, respectively. These assets are included in the "Other non-current" asset section in the Company’s Condensed Consolidated Balance Sheets.

Other Fair Value Measurements

The fair value of the Company’s debt at September 30, 2025 and December 31, 2024 approximated its carrying value of $26.5 million and $26.8 million, respectively, as interest is based on current market interest rates for debt with similar risk and maturity.

​

8.Accrued Liabilities

Accrued liabilities at September 30, 2025 and December 31, 2024 consisted of the following:

​

​	​	​	​	​	​	​
​		September 30, 2025			December 31, 2024
Accrued salaries, wages and benefits	​	$	16,752	​	$	13,931
Accrued liabilities expected to be covered by insurance	​		3,985	​		4,250
Sales taxes	​		3,115	​		1,605
Property taxes	​		2,007	​		1,814
Sale-leaseback arrangement	​	​	1,162	​	​	2,852
Other accrued expenses	​		1,501	​		1,842
Total accrued liabilities	​	$	28,522	​	$	26,294

​

​

9.Debt

On May 15, 2023, the Company entered into a Credit Agreement (the “Credit Agreement”) with White Oak ABL, LLC and White Oak Commercial Finance, LLC, providing for a $65 million asset-based revolving credit facility (the “Revolver”) and a $38 million fixed asset term loan (the “Term Loan”). The Credit Agreement, as subsequently amended, matures on May 15, 2028 and is secured by substantially all of the assets of the Company and its subsidiaries, including fixed assets and accounts receivable.

The Company has a maximum borrowing capacity under the Revolver of $65 million and a letter of credit sublimit that is equal to the lesser of $5 million and the aggregate unused amount of the revolving commitments then in effect.

The Company is subject to a commitment fee for the unused portion of the maximum borrowing availability under the Revolver.

As of September 30, 2025, the Company had no borrowings under the Revolver. The Company’s borrowing availability under the Revolver at September 30, 2025 was approximately $41.2 million.

12

​

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The Company’s obligations under debt arrangements consisted of the following:

​

​	​	​	​	​	​	​
​	​	September 30, 2025		​	December 31, 2024
Term loan	​	$	23,000	​	$	23,000
Other	​		3,528	​		3,843
Total debt	​		26,528	​		26,843
Less: current	​	​	1,044	​	​	426
Less: deferred debt issuance costs (1)	​	​	2,920	​	​	3,666
Total long-term debt	​	$	22,564	​	$	22,751

​

(1) Total debt issuance costs include underwriter fees, legal fees, syndication fees and fees related to the execution of the Credit Agreement and the termination and repayment of the Company’s prior credit facility.

​

The Credit Agreement is used to finance working capital and general corporate purposes, capital expenditures, permitted acquisitions and associated transaction fees, and to refinance existing indebtedness. Borrowings under the Revolver may be repaid and reborrowed, subject to the borrowing base and other conditions.

As amended, the Revolver and Term Loan bear interest at rates based on 30-day SOFR plus applicable margins, subject to a SOFR floor. As of September 30, 2025, the applicable margin is 4.50% for the Revolver and 6.50% for the Term Loan, with a 4.39% SOFR floor.

The quarterly weighted average interest rate for the Credit Agreement, as of September 30, 2025 and 2024 was 10.53% and 11.87%, respectively.

The Credit Agreement contains customary affirmative and negative covenants, including limitations on indebtedness, liens, investments, asset sales, and dividends, as well as financial maintenance covenants. The financial covenants, as amended, include a minimum Consolidated Fixed Charge Coverage Ratio and/or Consolidated EBITDA thresholds and a minimum liquidity requirement, each tested periodically.

Financial covenants

Restrictive financial covenants under the amended Credit Agreement include:

​

● A Consolidated Fixed Charge Coverage Ratio not to be less than 1:00 to 1:00 for each trailing four quarter period.

​

● A Revolver Loan Turnover Ratio not to be less than 2.5 to 1.0 for each fiscal quarter.

​

● A Term Loan Loan-to-Value Ratio not to be greater than 60% for each fiscal quarter.

​

Under the Credit Agreement, the Company may not permit Liquidity (as defined in the Credit Agreement) to fall below $15 million (i) for more than three (3) consecutive Business Days (as defined in the Credit Agreement) nor (ii) as of the close of business on Friday of each week.

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In addition, the Credit Agreement contains events of default that are usual and customary for similar arrangements, including non-payment of principal, interest or fees; breaches of representations and warranties that are not timely cured; violation of covenants; bankruptcy and insolvency events; and, events constituting a change of control.

The Company was in compliance with all financial covenants under the Credit Agreement as of September 30, 2025.

​

10.Other Long-Term Liabilities

​

Other long-term liabilities at September 30, 2025 and December 31, 2024 consisted of the following:

​

​	​	​	​	​	​	​
​		September 30, 2025			December 31, 2024
Sale-leaseback arrangement	​	$	15,118	​	$	19,001
Deferred compensation	​		1,220	​		1,194
Other	​	​	410	​		308
Total other long-term liabilities	​	$	16,748	​	$	20,503

​

Sale-Leaseback Arrangements

On May 15, 2023, the Company entered into a $13.0 million sale-leaseback of certain equipment pursuant to which the Company leased-back the equipment for terms ranging from one to three years. The transaction above was recorded as a failed sale-leaseback.

Concurrent with the sale of Company’s Port Lavaca South Yard property, the Company entered into a twenty-year lease agreement whereby the Company leased back the property at an annual rental rate of approximately $1.1 million, subject to annual rent increases of 2.5%. Under the lease agreement, the Company has four consecutive options to extend the term of the lease by five years for each such option. The portion of the above transaction related to the building was recorded as a failed sale-leaseback.

On September 27, 2019, the Company entered into a purchase and sale agreement (the “Purchase and Sale Agreement”). Pursuant to the terms of the Purchase and Sale Agreement, the Company sold certain properties for a purchase price of $19.1 million. Concurrent with the sale of the property, the Company entered into a fifteen-year lease agreement whereby the Company leased back the property at an annual rental rate of approximately $1.5 million, subject to annual rent increases of 2.0%. Under the lease agreement, the Company has two consecutive options to extend the term of the lease by ten years for each such option. The transaction above was recorded as a failed sale-leaseback.

Related to the failed sale-leasebacks, the Company recorded liabilities for the amounts received, will continue to depreciate the non-land portion of the assets, and has imputed an interest rate so that the net carrying amount of the financial liability and remaining assets will be zero at the end of the initial lease terms.

11.Income Taxes

The Company’s effective tax rate is based on expected income, statutory rates and tax planning opportunities available to it. For interim financial reporting, the Company estimates its annual tax rate based on projected taxable income for the full year and records a quarterly tax provision in accordance with the anticipated annual rate.

​

14

​

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Income tax expense included in the Company’s accompanying Condensed Consolidated Statements of Operations was as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30,

​

​

September 30,

​

​

​

2025

​

​

2024

​

​

2025

​

​

2024

Income tax expense

​

$

317

​

​

$

82

​

​

$

246

​

​

$

347

​

Effective tax rate

​

8.8

%

​

1.9

%

​

8.3

%

​

(4.3)

%

​

The effective rate for the three and nine months ended September 30, 2025 differed from the Company’s statutory federal rate of 21% primarily due to the tax impact from the valuation allowance for current year activity, state income taxes and the non-deductibility of other permanent items.

The Company assessed the realizability of its deferred tax assets and determined that it was more likely than not that some portion or all the deferred tax assets would not be realized and therefore recorded a valuation allowance on the net deferred tax assets. The Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. The Company considers the scheduled reversal of deferred tax liabilities, available carryback periods, and tax-planning strategies in making this assessment. For the three and nine months ended September 30, 2025 the Company evaluated positive and negative evidence in determining the amount of deferred tax assets more likely than not to be realized. Based on the review of available evidence, management believes that a valuation allowance on the net deferred tax assets at September 30, 2025 remains appropriate.

The company completed its analysis of the One Big Beautiful Bill Act (“OBBBA”) enacted on July 4th and determined there are no material impacts to the Company.

​

12.Earnings Per Share

The following table reconciles the denominators used in the computations of both basic and diluted earnings per share:

​

​	​	​	​	​	​	​	​	​
​	​	Three Months Ended			​	Nine Months Ended
​	​	September 30,			​	September 30,
​		2025		2024		2025		2024
Total basic weighted average shares outstanding		39,776,096		34,494,302		39,535,151		33,390,722
Effect of potentially dilutive securities:						​		​
Common stock options		11,131		23,815		9,254		—
Employee stock purchase plan	​	—	​	563	​	—		—
Total diluted weighted average shares outstanding		39,787,227		34,518,680		39,544,405		33,390,722

​

For the three months ended September 30, 2025 and 2024, the Company had 45,325 and 187,235 shares, respectively, that were potentially dilutive in earnings per share calculations. For the nine months ended September 30, 2025 and 2024, the Company had 49,819 and 196,744 shares, respectively, that were potentially dilutive in earnings per share calculations.

Such dilution is dependent on the excess of the market price of the Company’s common stock over the exercise price and other components of the treasury stock method. The exercise price for certain stock options awarded by the Company exceeded the average market price of the Company’s common stock for the three and nine

15

​

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months ended September 30, 2025 and 2024. Such stock options are anti-dilutive and are not included in the computation of diluted earnings per share for those periods.

The Company reported a net loss for the nine months ended September 30, 2024; therefore, all potentially dilutive securities are antidilutive and are excluded from the computation of diluted loss per share for that period.

13.Share-Based Compensation

The Compensation Committee of the Company’s Board of Directors is responsible for the administration of the Company’s stock incentive plans. In general, the Company’s Long-Term Incentive Plan (“LTIP”) provides for grants of restricted stock and performance-based awards to be issued with a per-share price not less than the fair market value of a share of common stock on the date of grant. The Company accounts for forfeitures of awards as they are incurred.

In May 2024 shareholders approved the Employee Stock Purchase Plan (“ESPP”), which became effective on September 16, 2024. The Company has reserved a total of 1,000,000 shares under the ESPP, all of which are authorized and available for future issuance under the ESPP. During the three and nine months ended September 30, 2025, there were 82,873 and 154,006 shares, respectively, issued under the ESPP.

The table below presents the share-based compensation expense included in the Company’s accompanying condensed consolidated statements of operations:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30,

​

September 30,

​

2025

2024

​

2025

2024

Restricted stock awards

​

$

937

​

$

1,830

​

$

3,126

​

$

2,190

Performance stock units

​

358

​

289

​

640

​

726

Employee share purchase plan

​

​

81

​

14

​

​

252

​

14

Total share-based compensation expense

​

$

1,376

​

$

2,133

​

$

4,018

​

$

2,930

​

​

16

​

Table of Contents

Under its approved long-term incentive plan, the Company grants share-based awards to its employees. The following table presents a summary of the Company’s unvested restricted stock awards and performance share units granted under the plan:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Restricted stock awards				​	Performance stock units
​		​		Weighted			​		Weighted
​	​	Number	​	Average			Number	​	Average
​	​	of	​	Fair Value			of	​	Fair Value
​	​	Shares	​	Per Share			Shares	​	Per Share
Nonvested at December 31, 2024		1,008,232	​	$	6.56	​	534,231	​	$	4.53
Granted		205,963	​	$	5.94	​	293,073	​	$	7.17
Vested		(106,475)	​	$	5.46	​	—	​	$	—
Forfeited shares		(10,960)	​	$	8.56	​	—	​	$	—
Nonvested at March 31,  2025		1,096,760	​	$	6.53	​	827,304	​	$	5.47
Granted	​	454,630	​	$	8.61	​	—	​	$	—
Vested	​	(208,108)	​	$	9.11	​	—	​	$	—
Forfeited shares	​	(68,943)	​	$	6.73	​	(195,017)	​	$	4.56
Nonvested at June 30, 2025	​	1,274,339	​	$	6.84	​	632,287	​	$	5.75
Granted	​	142,221	​	$	6.96	​	—	​	$	—
Vested	​	(197,996)	​	$	2.74	​	—	​	$	—
Forfeited shares	​	(15,166)	​	$	7.18	​	—	​	$	​
Nonvested at September 30, 2025	​	1,203,398	​	$	7.53	​	632,287	1	$	5.75

​

(1) A maximum of 1.2 million common shares could be awarded based upon the Company’s achievement of set performance-metrics.

On March 20, 2025, the Company granted certain executives a total of 293,073 performance-based units. The performance-based units will potentially vest 100% if the target is met, with 50% of the units to be earned based on the achievement of an absolute adjusted EBITDA target, measured in the final year of a three-year performance period and 50% of the units to be earned based on the achievement of an objective, tiered return on relative total shareholder return, measured over a three-year performance period. The Company evaluates the probability of achieving targeted award levels each reporting period. The fair value of the grants awarded related to the adjusted EBITDA target was $5.89 per share and the fair value of the grants awarded related to the relative total shareholder return target was $8.45 valued using a Monte Carlo simulation model.

​

The following table presents the assumptions related to the performance share units granted in 2025 related to the relative total shareholder return, as indicated in the previous summary table:

​

​	​	​	​
​	​	2025	​
Grant-date fair value	$	5.89	​
Risk-free interest rate		3.86	%
Volatility factor		65.52	%
Contractual term (years)		2.78	​

​

In the nine months ended September 30, 2025, there were 15,000 options exercised generating proceeds to the Company of $0.1 million. In the three months ended September 30, 2024, there were no options exercised. In the nine months ended September 30, 2024, there were 56,568 options exercised generating proceeds to the Company of $0.4 million.

​

​

17

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The following table presents a summary of the unrecognized compensation cost, and the related weighted average recognition period associated with unvested awards and units as of September 30, 2025:

​

​	​	​	​	​	​
​	​	Restricted stock awards	​	​	Performance stock units
Unrecognized compensation cost	$	7,424	​	$	2,200
Weighted average period for recognition (years)		2.23	​		1.83

​

​

​

14.Commitments and Contingencies

The Company is involved in various legal, audit, and other proceedings that are incidental to the conduct of its business, none of which in the opinion of management will have a material effect on the Company's financial condition, results of operations, or cash flows.  Management believes that it has recorded adequate accrued liabilities and believes that it has adequate insurance coverage or has meritorious defenses for these claims and contingencies.

In October 2025, the Company received a sales tax assessment of $15 million from the State of Texas covering multiple periods.  The Company believes it has meritorious defenses and based on current facts and circumstances does not believe a loss is probable.

15.Segment Information

The Company has determined that it has two reportable segments pursuant to ASC Topic 280, Segment Reporting: marine and concrete, both operating under the Orion brand and logo. The Chief Operating Decision Maker (CODM), identified as the Chief Executive Officer, allocates resources and assesses performance based on these two reportable and operating segments.

​

In making this determination, management considered both quantitative and qualitative factors under ASC 280-10-50-11, including similarities in products and services, production processes, customer types, distribution methods, and regulatory environments. Although the segments share certain macroeconomic drivers, they are managed separately and have distinct operating results reviewed by the CODM for purposes of resource allocation and performance evaluation.

​

Each segment has a designated management team responsible for day-to-day operations, and discrete

financial information is produced and evaluated at the segment level.

​

Segment operating income (loss) is the primary performance measure used by the CODM in assessing performance of the segments. Segment operating income (loss) represents revenues, less direct costs of contract revenues, selling, general, and administrative expenses, and gains or losses on the disposal of assets.

​

The CODM reviews segment results inclusive of all expenses directly attributable to the respective segments. Interest expense, income taxes, and other non-operating items are not allocated to the segments. The total of the segment operating income (loss) measures equals the Company’s consolidated operating income (loss); therefore, no reconciling items are required between total segment operating income and consolidated operating income.

​

Marine Segment

Our marine segment provides construction, dredging and specialty services. Construction services include construction, restoration, maintenance, dredging and repair of marine transportation facilities, marine pipelines, bridges and causeways and marine environmental structures. Dredging services generally enhance or preserve

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the navigability of waterways or the protection of shorelines through the removal or replenishment of soil, sand or rock. Specialty services include design, salvage, demolition, surveying, towing, diving and underwater inspection, excavation and repair.

Concrete Segment

Our concrete segment provides turnkey concrete construction services, including concrete surface place and finish, site preparation, layout, forming, and rebar placement for large commercial, structural and other associated business areas.

Segment information for the periods presented is provided as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​
​	Three Months Ended					​	Nine Months Ended
​	September 30,					​	September 30,
​	​	2025	​	2024		​	​	2025	​	2024
Marine	​					​	​
Contract revenues	$	142,943		$	140,013	​	$	405,409		$	377,291
Cost of contract revenues		117,061			122,418	​		340,856			343,416
Gross profit		25,882			17,595	​		64,553			33,875
Selling, general and administrative expenses		15,143			13,108	​		43,202			39,867
Gain on disposal of assets, net	​	(246)	​	​	(998)	​	​	(642)	​	​	(1,144)
Operating income (loss)	$	10,985		$	5,485	​	$	21,993		$	(4,848)
​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​
Total assets	$	342,525	​	$	322,031	​	$	342,525	​	$	322,031
Property and equipment, net	$	97,103	​	$	80,115	​	$	97,103	​	$	80,115
Depreciation and amortization	$	5,081	​	$	4,553	​	$	13,985	​	$	14,405
Capital expenditures	$	8,788	​	$	3,964	​	$	24,634	​	$	8,740
​	​	​	​	​	​	​	​	​	​	​	​
Concrete	​	​	​	​	​	​	​	​	​	​	​
Contract revenues	$	82,154		$	86,662	​	$	213,628		$	202,223
Cost of contract revenues		78,284			77,193	​		199,617			175,215
Gross profit		3,870			9,469	​		14,011			27,008
Selling, general and administrative expenses		9,916			7,738	​		27,176			21,113
Gain on disposal of assets, net	​	(382)	​	​	(565)	​	​	(758)	​	​	(842)
Operating (loss) income	$	(5,664)		$	2,296	​	$	(12,407)		$	6,737
​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​
Total assets	$	79,850	​	$	91,988	​	$	79,850	​	$	91,988
Property and equipment, net	$	4,011	​	$	5,860	​	$	4,011	​	$	5,860
Depreciation and amortization	$	811	​	$	1,015	​	$	2,541	​	$	3,153
Capital expenditures	$	557	​	$	193	​	$	876	​	$	1,904

​

Intersegment revenues totaled $1.2 million and $0.1 million for the three months ended September 30, 2025 and 2024, respectively, and $2.8 million and $1.8 million for the nine months ended September 30, 2025. These primarily relate to labor and equipment services between the Marine and Concrete segments and are eliminated in consolidation.

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16.Leases

The Company has operating and finance leases for office space, equipment and vehicles.

Leases recorded on the balance sheet consists of the following:

​

​	​	​	​	​	​	​
​		September 30,		​	December 31,
​	​	2025		​	2024
Assets	​	​	​	​	​	​
Operating lease right-of-use assets, net (1)	​	$	22,240	​	$	27,101
Financing lease right-of-use assets, net (2)	​		21,028	​		25,806
Total assets	​	$	43,268	​	$	52,907
Liabilities	​			​
Current	​			​
Operating	​	$	4,650	​	$	7,546
Financing	​		9,953	​		10,580
Total current	​		14,603	​		18,126
Noncurrent	​			​
Operating	​		20,929	​		20,837
Financing	​		6,346	​		11,346
Total noncurrent	​		27,275	​		32,183
Total liabilities	​	$	41,878	​	$	50,309

(1) Operating lease right-of-use assets are recorded net of accumulated amortization of $32.2 million and $25.6 million as of September 30, 2025 and December 31, 2024, respectively.

(2) Financing lease right-of-use assets are recorded net of accumulated amortization of $23.1 million and $17.0 million as of September 30, 2025 and December 31, 2024, respectively.

Other information related to lease term and discount rate is as follows:

​

​	​	​	​	​
​	September 30,		December 31,
​	2025		2024
Weighted Average Remaining Lease Term (in years)		​		​
Operating leases	8.95	​	8.35	​
Financing leases	2.11	​	2.40	​
Weighted Average Discount Rate	​	​	​	​
Operating leases	11.47	%	10.66	%
Financing leases	9.14	%	8.74	%

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The components of lease expense are as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended

​

Nine months ended

​

​

September 30,

​

September 30,

​

2025

2024

​

2025

2024

Operating lease costs:

​

​

​

​

​

Operating lease cost

​

$

2,595

​

$

3,374

​

$

8,801

​

$

9,416

Short-term lease cost (1)

​

1,348

​

1,103

​

4,020

​

2,953

Financing lease costs:

​

​

​

​

​

​

​

Interest on lease liabilities

​

391

​

446

​

1,261

​

1,277

Amortization of right-of-use assets

​

2,130

​

1,933

​

6,490

​

5,597

Total lease cost

​

$

6,464

​

$

6,856

​

$

20,572

​

$

19,243

(1) Includes expenses related to leases with a lease term of more than one month but less than one year.

Supplemental cash flow information related to leases is as follows:

​

​	​	​	​	​	​
​	Nine Months Ended
​	September 30,
​	2025		​	2024
Cash paid for amounts included in the measurement of lease liabilities:	​	​	​	​	​
Operating cash flows for operating leases	$	6,764	​	$	8,567
Operating cash flows for finance leases	$	1,261	​	$	1,277
Financing cash flows for finance leases	$	7,847	​	$	6,456
Non-cash activity:		​	​		​
ROU assets obtained in exchange for new operating lease liabilities	$	2,709	​	$	14,177
ROU assets obtained in exchange for new financing lease liabilities	$	1,899	​	$	7,426

​

Maturities of lease liabilities are summarized as follows:

​

​	​	​	​	​	​	​
​	​	Operating Leases		​	Finance Leases
Year ending December 31,	​	​	​	​	​	​
2025 (excluding the nine months ended September 30, 2025)	​	$	2,388	​	$	3,216
2026	​		1,929	​		8,250
2027	​		5,911	​		2,823
2028	​		4,490	​		1,497
2029	​		3,679	​		2,176
Thereafter	​		28,591	​		83
Total future minimum lease payments	​		46,988	​		18,045
Less - amount representing interest	​		21,409	​	​	1,746
Present value of future minimum lease payments	​		25,579	​		16,299
Less - current lease obligations	​		4,650	​		9,953
Long-term lease obligations	​	$	20,929	​	$	6,346

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17.Subsequent Event

​

On October 24, 2025, the Company closed on the sale of its East and West Jones property in Harris County, Texas for a purchase price of $23.5 million. Proceeds will be used to reduce debt and for general corporate purposes.  In connection with the sale of the property, the Company entered into an Exclusive Dredge Spoils Agreement with the purchaser which provides the Company with the right to deliver dredge spoils to the property for ten years.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Unless the context otherwise indicates, all references in this Quarterly Report on Form 10-Q to “Orion,” “the Company,” “we,” “our,” or “us” are to Orion Group Holdings, Inc. and its subsidiaries as a whole.

Certain information in this Quarterly Report on Form 10-Q, including but not limited to Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), may constitute forward-looking statements as such term is defined within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended.

All statements other than statements of historical facts, including those that express a belief, expectation, or intention are forward-looking statements. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, our pipeline of opportunities, conversion of backlog, revenues, income and capital spending. Our forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “plan,” “goal” or other words that convey the uncertainty of future events or outcomes.

We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control, including unforeseen productivity delays and other difficulties encountered in project execution, challenges incurred by virtue of our position as a substantial subcontractor that reports to a significantly larger project contractor, levels of government funding or other governmental budgetary constraints, contract modifications and changes, including change orders and contract cancellation at the discretion of the customer, and the general economic impact of government shutdowns, tariffs and trade wars. These and other important factors, including those described under “Risk Factors” in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 may cause our actual results, performance- or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date of this report; we disclaim any obligation to update these statements unless required by securities law, and we caution you not to rely on them unduly.

MD&A provides a narrative analysis explaining the reasons for material changes in the Company’s (i) financial condition since the most recent fiscal year-end, and (ii) results of operations during the current fiscal year-to-date period and current fiscal quarter as compared to the corresponding periods of the preceding fiscal year. In order to better understand such changes, this MD&A should be read in conjunction with the Company’s audited

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consolidated financial statements and notes thereto included in our 2024 Form 10-K, Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Form 10-K and with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q.

Overview

Orion Group Holdings, Inc. and its subsidiaries (hereafter collectively referred to as the “Company”), is a leading specialty construction company serving the infrastructure, industrial, and building sectors, providing services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through our marine segment and our concrete segment.

Our marine segment provides construction, dredging and specialty services. Construction services include construction, restoration, maintenance, dredging and repair of marine transportation facilities, marine pipelines, bridges and causeways and marine environmental structures. Dredging services generally enhance or preserve the navigability of waterways or the protection of shorelines through the removal or replenishment of soil, sand or rock. Specialty services include design, salvage, demolition, surveying, towing, diving and underwater inspection, excavation and repair.

Our concrete segment provides turnkey concrete construction services, including concrete surface place and finish, site preparation, layout, forming, and rebar placement for large commercial, structural and other associated business areas.

​

Our contracts are obtained primarily through competitive bidding in response to “requests for proposals” by federal, state and local agencies and through negotiation and competitive bidding with private parties and general contractors. Our bidding activity and strategies are affected by factors such as our backlog, current utilization of equipment and other resources, job location, our ability to obtain necessary surety bonds and competitive considerations. The timing and location of awarded contracts may result in unpredictable fluctuations in the results of our operations.

​

Most of our revenue is derived from fixed-price contracts. We record revenue on construction contracts over time, measured by the percentage of actual contract costs incurred to date to total estimated costs for each contract. There are a number of factors that can create variability in contract performance and therefore impact the results of our operations. The most significant of these include the following:

​

● completeness and accuracy of the original bid;

● increases in commodity prices such as concrete, steel and fuel;

● customer delays, work stoppages, and other costs due to weather and environmental restrictions;

● subcontractor performance;

● unforeseen site conditions;

● availability and skill level of workers; and

● a change in availability and proximity of equipment and materials.

All of these factors can have a negative impact on our contract performance, which can adversely affect the timing of revenue recognition and ultimate contract profitability. We plan our operations and bidding activity

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with these factors in mind and they generally have not had a material adverse impact on the results of our operations in the past.

Consolidated Results of Operations

Backlog Information

Our contract backlog represents our estimate of the revenues we expect to realize under the portion of contracts remaining to be performed. Given the typical duration of our contracts, which is generally less than a year, our backlog at any point in time usually represents only a portion of the revenue that we expect to realize during a twelve-month period. We have not been adversely affected by contract cancellations or modifications in the past, however we may be in the future, especially in periods of economic uncertainty.

Backlog as of the periods ended below are as follows (in millions):

​	​	​	​	​	​	​
​	​	September 30, 2025			December 31, 2024
Marine segment	​	$	477	​	$	583
Concrete segment	​		202	​		146
Consolidated	​	$	679	​	$	729

​

Backlog is not necessarily indicative of future results. In addition to our backlog under contract, we also have a substantial number of projects in negotiation or pending award at any given time.

Income Statement Comparisons

Three months ended September 30, 2025 compared with three months ended September 30, 2024.

​	​	​	​	​	​	​
​	​	Three Months Ended September 30,
​		2025			2024
​		Amount			Amount
​	​	(dollar amounts in thousands)
Contract revenues	​	$	225,097		$	226,675
Cost of contract revenues	​		195,345			199,611
Gross profit	​		29,752			27,064
Selling, general and administrative expenses	​		25,059			20,846
Gain on disposal of assets, net	​	​	(628)	​	​	(1,563)
Operating income from operations	​		5,321			7,781
Other (expense) income:	​
Interest expense	​		(2,120)			(3,617)
Other income	​		417			180
Other expense, net	​		(1,703)			(3,437)
Income before income taxes	​		3,618			4,344
Income tax expense	​		317			82
Net income	​	$	3,301		$	4,262

​

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Contract Revenues. Contract revenues for the three months ended September 30, 2025 of $225.1 million decreased $1.6 million, or 1%, as compared to $226.7 million in the prior year period.

Gross Profit. Gross profit was $29.8 million for the three months ended September 30, 2025 compared to $27.1 million in the prior year period, an increase of $2.7 million, or 10%. The increase in gross profit was primarily driven by strong project execution and favorable utilization.

​

Selling, General and Administrative Expense. Selling, general and administrative (“SG&A”) expenses were $25.1 million for the three months ended September 30, 2025 compared to $20.8 million in the prior year period, an increase of $4.3 million or 20.2%. The increase in SG&A was primarily due to increased spending to support business growth.

​

Gain on Disposal of Assets, net. During the three months ended September 30, 2025 and 2024 we realized $0.6 million and $1.6 million, respectively, of net gains on disposal of assets.

Other Income, net of Expense. Other expense primarily reflects interest on our borrowings, partially offset by interest income and non-operating gains or losses.

Income Tax Expense. We recorded a tax expense of $0.3 million in the three months ended September 30, 2025, compared to $0.1 million in the prior year period.

Nine months ended September 30, 2025 compared with nine months ended September 30, 2024.

​	​	​	​	​	​	​
​	​	Nine Months Ended September 30,
​		2025			2024
​		Amount			Amount
​	​	(dollar amounts in thousands)
Contract revenues	​	$	619,037		$	579,514
Cost of contract revenues	​		540,473			518,631
Gross profit	​		78,564			60,883
Selling, general and administrative expenses	​		70,378			60,980
Gain on disposal of assets, net	​	​	(1,400)	​	​	(1,986)
Operating income from operations	​		9,586			1,889
Other (expense) income:	​
Interest expense	​		(7,373)			(10,336)
Other income	​		761			396
Other expense, net	​		(6,612)			(9,940)
Income (loss) before income taxes	​		2,974			(8,051)
Income tax expense	​		246			347
Net income (loss)	​	$	2,728		$	(8,398)

​

Contract Revenues. Contract revenues for the nine months ended September 30, 2025 of $619 million increased $39.5 million or 7% as compared to $579.5 million in the prior year period. The increase was primarily due to new awards and higher volume across the business.

Gross Profit. Gross profit was $78.6 million for the nine months ended September 30, 2025 compared to $60.9 million in the prior year period, an increase of $17.7 million, or 29%. The increase in gross profit was primarily driven by strong project execution and favorable utilization.

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Selling, General and Administrative Expense.  SG&A expenses were $70.4 million for the nine months ended September 30, 2025 compared to $61.0 million in the prior year period, an increase of $9.4 million, or 15%. The increase in SG&A was primarily due to increased spending to support business growth.

​

Gain on Disposal of Assets, net. During the nine months ended September 30, 2025 and 2024 we realized $1.4 million and $2.0 million, respectively, of net gains on disposal of assets.

Other Income, net of Expense. Other expense primarily reflects interest on our borrowings, partially offset by interest income and non-operating gains or losses.

Income Tax Expense. We recorded a tax expense of $0.2 million in the nine months ended September 30, 2025, compared to $0.3 million in the prior year period.

Segment Results

The following table sets forth, for the periods indicated, statements of operations data by segment, segment revenues as a percentage of consolidated revenues and segment operating income (loss) as a percentage of segment revenues.

Three months ended September 30, 2025 compared with three months ended September 30, 2024.

​	​	​	​	​	​	​
​	​	Three Months Ended September 30,
​	​	2025			2024
​		Amount			Amount
​	​	(dollar amounts in thousands)
Contract revenues	​	​	​	​	​	​
Marine segment	​	​	​		​	​
Public sector	​	$	98,134	​	$	94,719
Private sector	​	​	44,808	​	​	45,294
Marine segment total	​	$	142,942	​	$	140,013
Concrete segment	​	​	​		​	​
Public sector	​	$	13,768	​	$	10,782
Private sector	​	​	68,387	​	​	75,880
Concrete segment total	​	$	82,155	​	$	86,662
Total	​	$	225,097		$	226,675
​	​	​	​	​	​	​
Operating income (loss)	​
Marine segment	​	$	10,985		$	5,485
Concrete segment	​		(5,664)			2,296
Total	​	$	5,321	​	$	7,781

​

Marine Segment

Revenues for our marine segment for the three months ended September 30, 2025 were $142.9 million compared to $140.0 million for the three months ended September 30, 2024.

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Operating income for our marine segment for the three months ended September 30, 2025 was $11.0 million, compared to $5.5 million for the three months ended September 30, 2024, an increase of $5.5 million. The increase in gross profit was primarily driven by strong project execution and favorable utilization.

Concrete Segment

Revenues for our concrete segment for the three months ended September 30, 2025 were $82.2 million compared to $86.7 million for the three months ended September 30, 2024.

Operating loss for our concrete segment for the three months ended September 30, 2025 was $5.7 million, compared to operating income of $2.3 million for the three months ended September 30, 2024, a decrease of $8.0 million. This decrease was primarily driven by seasonal weather delays and favorable concrete project close-outs in 2024 that did not reoccur in 2025.

Nine months ended September 30, 2025 compared with nine months ended September 30, 2024.

​	​	​	​	​	​	​
​	​	Nine Months Ended September 30,
​	​	2025			2024
​		Amount			Amount
​	​	(dollar amounts in thousands)
Contract revenues	​	​	​	​	​	​
Marine segment	​	​	​		​	​
Public sector	​	$	305,600	​	$	290,995
Private sector	​	​	99,809	​	​	86,296
Marine segment total	​	$	405,409	​	$	377,291
Concrete segment	​	​	​		​	​
Public sector	​	$	33,064	​	$	20,211
Private sector	​	​	180,564	​	​	182,012
Concrete segment total	​	$	213,628	​	$	202,223
Total	​	$	619,037		$	579,514
​	​	​	​	​	​	​
Operating income (loss)	​
Marine segment	​	$	21,993		$	(4,848)
Concrete segment	​		(12,407)			6,737
Total	​	$	9,586	​	$	1,889

​

Marine Segment

Revenues for our marine segment for the nine months ended September 30, 2025 were $405.4 million compared to $377.3 million for the nine months ended September 30, 2024, an increase of $28.1 million, or 7%. The increase was primarily due to new awards and higher volume on our marine construction contracts.

Operating income for our marine segment for the nine months ended September 30, 2025 was $22.0 million, compared to an operating loss of $4.8 million for the nine months ended September 30, 2024, an increase of $26.8 million. The increase was primarily driven by increased revenue, strong project execution and favorable utilization.

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Concrete Segment

Revenues for our concrete segment for the nine months ended September 30, 2025 were $213.6 million compared to $202.2 million for the nine months ended September 30, 2024, an increase of $11.4 million, or 6%. This increase was primarily due to new awards and higher volume on our concrete contracts.

Operating loss for our concrete segment for the nine months ended September 30, 2025 was $12.4 million, compared to operating income of $6.7 million for the nine months ended September 30, 2024, a decrease of $19.1 million. This decrease was primarily driven by seasonal weather delays and favorable concrete project close-outs in 2024 that did not reoccur in 2025.

Liquidity and Capital Resources

​

Changes in working capital are normal within our business given the varying mix in size, scope, seasonality and timing of delivery of our projects. At September 30, 2025, our working capital was $71.9 million, as compared to $78.2 million at December 31, 2024. As of September 30, 2025, we had unrestricted cash on hand of $4.9 million. Our borrowing availability under the revolving portion of our Credit Agreement at September 30, 2025 was approximately $41.2 million.

Our primary liquidity needs are to finance our working capital and fund capital expenditures. Historically, our sources of liquidity have been cash provided by our operating activities, sale of underutilized assets,  borrowings under our credit facilities, and equity issuances. The assessment of our liquidity requires us to make estimates of future activity and judgments about whether we are compliant with financial covenant calculations under our debt and other agreements and have adequate liquidity to operate. Significant assumptions used in our forecasted model of liquidity include forecasted sales, costs, and capital expenditures, as well as expected timing and proceeds of planned asset sale transactions. As of September 30, 2025, management believes the Company will have adequate liquidity for its operations for at least the next 12 months.

​

Cash Flow

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The following table provides information regarding our cash flows and our capital expenditures for the nine months ended September 30, 2025 and 2024:

​	​	​	​	​	​	​
​	​	Nine months ended
​	​	September 30,
​		2025			2024
Net income (loss)	​	$	2,728	​	$	(8,398)
Adjustments to remove non-cash and non-operating items	​	​	29,249	​	​	27,874
Cash flow from net income after adjusting for non-cash and non-operating items	​	​	31,977	​	​	19,476
Change in operating assets and liabilities (working capital)	​	​	(17,717)	​	​	(20,163)
Cash flows provided by (used in) operating activities	​	$	14,260	​	$	(687)
Cash flows used in investing activities	​	$	(23,778)	​	$	(8,722)
Cash flows (used in) provided by financing activities	​	$	(13,881)	​	$	6,725
​	​	​	​	​	​	​
Capital expenditures (included in investing activities above)	​	$	(25,510)	​	$	(10,644)

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Operating Activities. During the nine months ended September 30, 2025 we generated approximately $14.3 million of cash in our operating activities. The net cash inflow was comprised of $32.0 million of cash inflows

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from net income, after adjusting for non-cash items, partially offset by $17.7 million of outflows related to changes in net working capital. The changes in net working capital, which are reflected as changes in operating assets and liabilities in our Condensed Consolidated Statements of Cash Flows, were primarily driven by a $57.5 million cash outflow related to a decrease in our net position of accounts receivable and accounts payable plus accrued liabilities during the period and a $4.6 million decrease in operating lease liabilities, partially offset by $40.4 million of cash inflows pursuant to the relative timing and significance of project progression and billings during the period and a $4.0 million cash inflow related to a decrease in prepaid expenses.

Investing Activities. During the nine months ended September 30, 2025, we used approximately $23.8 million of cash in our investing activities. Capital asset additions and betterments to our fleet were $25.5 million and $10.6 million in the nine months ended September 30, 2025 and 2024, respectively.

Financing Activities. During the nine months ended September 30, 2025, we used approximately $13.9 million of cash in our financing activities.  During the nine months ended September 30, 2025, we had borrowings and repayments of $138.1 million on the White Oak revolving credit line, payments on finance lease liabilities of $7.8 million, and payments made on failed sale-leaseback arrangements of $7.5 million.

Sources of Capital

On May 15, 2023, we entered into a $103.0 million Credit Agreement with White Oak, which included a $65 million asset based revolving credit line and a $38 million fixed asset term loan. Please see “Note 9 – Debt” in our unaudited condensed consolidated financial statements for a more detailed description of the Credit Facility.

We were in compliance with all financial covenants under the amended agreement as of September 30, 2025.

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Effect of Inflation

We are subject to the effects of inflation through increases in the cost of raw materials, and other items such as fuel, concrete and steel. Due to the relative short-term duration of our projects, we are generally able to include anticipated cost increases in the pricing of our bids.

ITEM 3.            QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of business, our results of operations are subject to risks related to fluctuations in commodity prices and fluctuations in interest rates. Historically, our exposure to foreign currency fluctuations has not been material and has been limited to temporary field accounts located in foreign countries where we perform work. Foreign currency fluctuations were immaterial in this reporting period.

Commodity price risk

We are subject to fluctuations in commodity prices for concrete, steel products and fuel. Although we routinely attempt to secure firm quotes from our suppliers, we generally do not hedge against increases in prices for commodity products. Commodity price risks may have an impact on our results of operations due to the fixed-price nature of many of our contracts, although the short-term duration of our projects may allow us to include cost increases to the pricing of our bids.

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Interest rate risk

At September 30, 2025, we had $23.0 million in outstanding borrowings under our Credit Agreement, with a weighted average ending interest rate of 10.89%. Based on the amounts outstanding under our Credit Agreement as of September 30, 2025, a 100 basis-point increase in SOFR (or an equivalent successor rate) would increase the Company’s annual interest expense by approximately $0.2 million.

ITEM 4.            CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required, the Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2025.

Changes in Internal Control over Financial Reporting

During the quarter ended September 30, 2025, we implemented new reporting systems and made changes to related internal controls. There have been no other changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.OTHER INFORMATION

ITEM 1.            LEGAL PROCEEDINGS

For information about litigation involving us, see Note 14 to the condensed consolidated financial statements in Part I of this report, which we incorporate by reference into this Item 1 of Part II.

ITEM 1A.RISK FACTORS

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors”, of our 2024 Form 10-K.

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ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no unregistered sales or issuer purchases of equity securities in the period ended September 30, 2025.

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ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.            MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.            OTHER INFORMATION

None.

ITEM 6.            EXHIBITS

Exhibit Number		Description
3.1	​	Amended and Restated Certificate of Incorporation of Orion Group Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 5, 2016 (File No. 001-33891)).
3.2	​	Amended and Restated Bylaws of Orion Group Holdings, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 25, 2025 (File No. 001-33891)).
*31.1	​	Certification of the Chief Executive Officer Pursuant to Rules 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	​	Certification of the Chief Financial Officer Pursuant to Rules 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
**32.1	​	Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Title 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101.INS	​	XBRL Instance Document.
*101.SCH	​	Inline XBRL Taxonomy Extension Schema Document.
*101.CAL	​	Inline XBRL Extension Calculation Linkbase Document.
*101.DEF	​	Inline XBRL Taxonomy Extension Definition Linkbase Document.
*101.LAB	​	Inline XBRL Taxonomy Extension Label Linkbase Document.
*101.PRE	​	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
*104	​	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*     Filed herewith

** Furnished herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

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​	​	​
​	​	ORION GROUP HOLDINGS, INC.
​	​	​
October 29, 2025	By:	/s/ Travis J. Boone
​	​	Travis J. Boone President and Chief Executive Officer
​	​	​
October 29, 2025	By:	/s/ Alison G. Vasquez
​	​	Alison G. Vasquez Executive Vice President and Chief Financial Officer

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FAQ

What were ORN’s Q3 2025 results?

Contract revenues were $225.1 million and net income was $3.3 million. Gross profit improved, while SG&A increased.

How did year-to-date 2025 compare to 2024 for ORN?

Revenues were $619.0 million (up 7%), with net income of $2.7 million versus a loss in the prior year period.

What is Orion Group’s backlog and near-term conversion?

Backlog was $679 million as of September 30, 2025, with $547 million expected to be recognized in the next 12 months.

How did segments perform in Q3 2025?

Marine posted operating income of $11.0 million. Concrete recorded an operating loss of $5.7 million.

What is ORN’s liquidity position?

Cash was $4.9 million, no borrowings on the revolver, and borrowing availability was approximately $41.2 million.

Were there notable subsequent events?

On October 24, 2025, ORN sold its East and West Jones property for $23.5 million, with proceeds to reduce debt and for general corporate purposes.

Did ORN disclose any assessments or contingencies?

In October 2025, ORN received a $15 million Texas sales tax assessment; the company states it has meritorious defenses and does not believe a loss is probable.