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

Rhea-AI Filing Summary

Orion Group Holdings (ORN)October 28, 2025, and posted its Q3 2025 investor presentation on October 29, 2025.

The press release (Exhibit 99.1) includes GAAP results supplemented by non‑GAAP metrics such as Adjusted Net Income (Loss), Adjusted EPS, EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin, with reconciliations provided. The investor presentation is included as Exhibit 99.2. The materials were furnished, not filed, and are incorporated by reference as specified.

10/29/2025 - 08:11 AM

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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): October 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 2.02 Results of Operations and Financial Condition.

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On October 28, 2025, Orion Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2025. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

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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 October 29, 2025, the Company posted the third quarter 2025 investor presentation to its website. The presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. All information included in the presentation is presented as of the dates indicated, and the Company does not assume any obligation to correct or update such information in the future. In addition, the Company disclaims any inferences regarding the materiality of such information that may arise as a result of it furnishing such information under Item 7.01 of this Current Report on Form 8-K.

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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 October 28, 2025.
99.2	Orion Group Holdings, Inc. Investor Presentation for Third 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 October 28, 2025.
99.2	Orion Group Holdings, Inc. Investor Presentation for Third 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: October 29, 2025	By:	/s/ Travis J. Boone
​	​	President and Chief Executive Officer

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FAQ

What did Orion Group Holdings (ORN) announce in its 8-K?

The company furnished a press release for Q3 2025 results (Exhibit 99.1) and an investor presentation (Exhibit 99.2).

When were the Q3 2025 materials released by ORN?

The press release was issued on October 28, 2025, and the investor presentation was posted on October 29, 2025.

Which non-GAAP measures does ORN discuss for Q3 2025?

Adjusted Net Income (Loss), Adjusted EPS, EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin, with reconciliations in Exhibit 99.1.

Are ORN’s Q3 2025 materials considered filed with the SEC?

No. The materials in Items 2.02 and 7.01 were furnished and are not deemed filed.

Where can I find ORN’s Q3 2025 investor presentation?

It is attached as Exhibit 99.2 and was also posted to the company’s website on October 29, 2025.

Which exhibits accompany ORN’s Q3 2025 update?

Exhibit 99.1 (press release), Exhibit 99.2 (investor presentation), and Exhibit 104 (cover page Inline XBRL).