[8-K] Orion Group Holdings, Inc Reports Material Event

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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): June 23, 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

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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 7.01	Regulation FD Disclosure.
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On June 23, 2025, Orion Group Holdings, Inc. (the “Company”) intends to post the first quarter 2025 investor presentation to its website. The presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. All information included in the presentation is presented as of the dates indicated, and the Company does not assume any obligation to correct or update such information in the future. In addition, the Company disclaims any inferences regarding the materiality of such information that may arise as a result of it furnishing such information under Item 7.01 of this Current Report on Form 8-K.

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As provided in General Instruction B.2 to Form 8-K, the information furnished in Item 7.01, Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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Item 9.01Financial Statements and Exhibits.

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(d) Exhibits

Exhibit No.	Description
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99.1	Orion Group Holdings, Inc. Investor Presentation for First Quarter 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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EXHIBIT INDEX

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Exhibit No.	Description
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99.1	Orion Group Holdings, Inc. Investor Presentation for First Quarter 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

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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.

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` By: /s/ Travis J. Boone

Travis J. Boone

President & CEO

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Date: June 23, 2025

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