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

Rhea-AI Filing Summary

Stepan Company (SCL) filed a Form 8-K dated 30 Jul 2025 disclosing two routine events.

• Item 2.02 – Results of Operations: the company released a press statement (Exhibit 99.1) with financial results for the quarter ended 30 Jun 2025. Specific figures are not included within the filing itself.
• Item 8.01 – Other Events: the Board declared a quarterly cash dividend of $0.385 per common share, payable 15 Sep 2025 to shareholders of record on 29 Aug 2025.

No other material transactions, guidance revisions, or strategic changes are reported. Exhibits 99.1 and 99.2 contain the press releases, and Exhibit 104 provides the Inline XBRL cover page.

Insights

Financial Analyst

TL;DR: Routine 8-K; dividend maintained; financial details deferred to exhibit—neutral impact.

The filing conveys standard quarterly communications: release of Q2-25 results and continuation of Stepan’s dividend policy at $0.385 per share. Because the actual earnings data are not embedded, investors cannot gauge margin or revenue trends from the core document. The consistent dividend signals stable cash generation but is in line with prior payouts, hence not a catalyst. Absent guidance changes or strategic actions, the disclosure is considered informational with limited immediate valuation impact.

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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): July 29, 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 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 2.02 Results of Operations and Financial Condition.

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On July 29, 2025, Orion Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2025. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

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The information contained in this Item 2.02 to the Company’s Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended  (the “Exchange Act”), except as expressly set forth by specific reference in such filing.

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Use of Non-GAAP Financial Information

To help understand the Company’s financial performance, the Company has supplemented its financial results that it provides in accordance with generally accepted accounting principles (“GAAP”) with non-GAAP financial measures. Such financial measures include Adjusted Net Income (Loss), Adjusted Earnings (Loss) Per Common Share, earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, and Adjusted EBITDA Margin.

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We believe these non-GAAP financial measures are frequently used by investors, securities analysts and other parties in the evaluation of our performance and liquidity with that of other companies in our industry. Management uses these measures to evaluate our operating performance, liquidity and capital structure. In addition, our incentive compensation plan measures performance based on our consolidated EBITDA, along with other factors. The methods we use to produce these non-GAAP financial measures may differ from methods used by other companies. These measures should be considered in addition to, not as a substitute for, financial measures prepared in accordance with GAAP. Applicable reconciliations to the nearest GAAP financial measure of each non-GAAP financial measure are included in the attached Exhibit 99.1.

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Item 7.01 Regulation FD Disclosure.

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On July 30, 2025, the Company posted the second quarter 2025 investor presentation to its website. The presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. All information included in the presentation is presented as of the dates indicated, and the Company does not assume any obligation to correct or update such information in the future. In addition, the Company disclaims any inferences regarding the materiality of such information that may arise as a result of it furnishing such information under Item 7.01 of this Current Report on Form 8-K.

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The information contained in this Item 7.01, including Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
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99.1	Press Release of Orion Group Holdings, Inc. dated July 29, 2025.
99.2	Orion Group Holdings, Inc. Investor Presentation for Second 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	Press Release of Orion Group Holdings, Inc. dated July 29, 2025.
99.2	Orion Group Holdings, Inc. Investor Presentation for Second Quarter 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: July 30, 2025	By:	/s/ Travis J. Boone
​	​	President and Chief Executive Officer

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FAQ

What did Stepan Company (SCL) disclose in its July 30 2025 Form 8-K?

The filing announces the release of Q2 2025 financial results (via Exhibit 99.1) and a $0.385 per-share dividend declaration.

How much is Stepan’s new dividend and when will it be paid?

The Board declared a $0.385 cash dividend payable 15 Sep 2025 to shareholders of record on 29 Aug 2025.

Where can investors find Stepan’s Q2 2025 financial figures?

Detailed results are contained in the press release attached as Exhibit 99.1 to the Form 8-K.

Does the 8-K report any major acquisitions or strategic changes?

No. The document only covers the earnings press release and the dividend declaration.

Which exchange lists Stepan Company’s common stock?

Stepan’s common stock trades on the New York Stock Exchange under the symbol SCL.