[8-K/A] Orion Group Holdings Inc Amends Material Event Report

Rhea-AI Filing Summary

Orion Group Holdings, Inc. filed an amended Form 8-K to update a prior report on board changes. The company had previously disclosed that Robert Ledford would join its Board of Directors effective November 19, 2025, but had not yet determined his committee roles.

This amendment clarifies that, on November 19, 2025, the Board appointed Mr. Ledford to serve on both the Compensation Committee and the Audit Committee, effective immediately. All other information from the earlier report remains unchanged.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

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Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): September 28, 2025

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ORION GROUP HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

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Delaware	1-33891	26-0097459
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

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2940 Riverby Road, Suite 400

Houston, Texas 77020

(Address of principal executive offices)

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(713) 852-6500

(Registrant's telephone number, including area code)

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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)

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☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

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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 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).

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Emerging growth company ☐

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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. ☐

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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Orion Group Holdings, Inc. (the “Company”) previously filed a Current Report on Form 8-K (the “Original Filing”) on September 29, 2025 to report that Robert Ledford had been appointed as a new member of the Board of Directors, effective November 19, 2025. At the time of the Original Filing, the Board of Directors had not yet made a determination regarding any committee assignments for Mr. Ledford.

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The Company is filing this Amendment No. 1 to the Original Filing to report that Mr. Ledford was subsequently appointed by the Board of Directors on November 19, 2025 to serve as a member of each of the Compensation Committee and the Audit Committee of the Board of Directors, effective immediately.

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Except as described above, no other disclosure reported in the Original Filing is amended or updated by this Amendment.

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SIGNATURE

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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.

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​	Orion Group Holdings, Inc.
Dated: November 25, 2025	By:	/s/ Travis J. Boone
​	​	President and Chief Executive Officer

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FAQ

What did Orion Group Holdings (ORN) change in this amended Form 8-K/A?

The amendment updates a prior report to disclose that Robert Ledford has been appointed to the Compensation Committee and the Audit Committee of the Board of Directors, effective November 19, 2025. No other parts of the earlier report were changed.

Who is Robert Ledford in relation to Orion Group Holdings (ORN)?

Robert Ledford was previously reported as a new member of the Board of Directors of Orion Group Holdings, Inc., with his board appointment effective November 19, 2025. This amendment specifies his committee assignments on the Board.

Which board committees will Robert Ledford serve on at ORN?

Robert Ledford was appointed to serve as a member of both the Compensation Committee and the Audit Committee of Orion Group Holdings, Inc.'s Board of Directors, effective immediately as of November 19, 2025.

Does this 8-K/A for ORN change any other prior disclosures?

No. The company states that, except for the updated committee assignments for Mr. Ledford, no other disclosure from the original report is amended or updated by this filing.

Why did Orion Group Holdings file an Amendment No. 1 to its prior 8-K?

The original report noted Mr. Ledford's appointment to the Board but stated that committee assignments had not yet been determined. This Amendment No. 1 was filed to formally disclose his appointments to the Compensation and Audit Committees.

Who signed this amended Form 8-K/A for Orion Group Holdings (ORN)?

The amended report was signed on behalf of Orion Group Holdings, Inc. by Travis J. Boone, who is identified as the company's President and Chief Executive Officer.