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Orion Group Holdings, Inc 8-K Filings

ORN NYSE

Every 8-K that Orion Group Holdings, Inc (ORN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow ORN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ORN filings page.

Rhea-AI Summary

Orion Group Holdings Inc (ORN) extended its top executive contracts. On September 18, 2026, the company and its President and Chief Executive Officer Travis J. Boone and its Executive Vice President, General Counsel, Chief Administrative Officer, Chief Compliance Officer and Corporate Secretary E. Chipman Earle entered into amendments to their existing Employment Agreements.

These amendments extend the initial term of both Executive Employment Agreements from the prior expiration date of September 19, 2026 to December 31, 2026, and provide for automatic annual extensions commencing January 1, 2027. The report states that no other terms of the Executive Employment Agreements were changed by these amendments.

Rhea-AI Summary

Orion Group Holdings, Inc. filed Amendment No. 1 to a prior current report to update slide 17 of its second quarter 2026 investor presentation. The project pipeline timing categories on that slide were revised from “2H2026, 1H2027, Beyond” to “2H2026, FY2027, Beyond” to align with calendar-year periods. The updated presentation, dated July 2026, is furnished under Regulation FD as Exhibit 99.2 and is not deemed filed or incorporated into other securities law reports unless specifically referenced.

Rhea-AI Summary

Orion Group Holdings reported second quarter 2026 revenue of $221.9 million, up 8% from $205.3 million a year earlier, driven by strong Concrete activity. GAAP results swung to a net loss of $4.1 million, or $(0.10) per diluted share, compared with net income of $0.8 million, or $0.02 per share, in 2025. Adjusted EBITDA declined to $7.9 million from $11.0 million, with an Adjusted EBITDA margin of 3.5% versus 5.3%. Adjusted EPS was $0.02, down from $0.07.

Backlog increased to $722 million at June 30, 2026 (Marine $554 million, Concrete $168 million), up from $640 million at December 31, 2025, supported by $277 million in quarterly awards and a 1.25x book-to-bill ratio. Management highlighted over 30% revenue growth and over 45% Adjusted EBITDA growth in the Concrete segment, while Marine performance was weaker due to timing of project start-ups and lower equipment utilization. As of quarter end, working capital was $92 million, unrestricted cash and cash equivalents were $2.5 million, and total debt was $99 million, including $76 million under the UMB Credit Facility. For full-year 2026, revenue guidance remains $900–$950 million, but Adjusted EBITDA guidance has been reduced to $50–$54 million from $54–$58 million and Adjusted EPS to $0.23–$0.30 from $0.36–$0.42, with capital expenditures still expected at $25–$35 million.

Rhea-AI Summary

Orion Group Holdings, Inc. reported results from its 2026 annual stockholder meeting. Investors approved an amendment to the 2022 Long-Term Incentive Plan, increasing common shares authorized for issuance by 2,000,000, from 3,735,000 to 5,735,000, and broadening per-person award limits to all eligible participants, including directors.

Stockholders also approved a Certificate of Amendment to expand liability exculpation to officers as permitted by Delaware law, with the change becoming effective upon filing. Two Class I directors, Travis J. Boone and Robert S. Ledford, were elected, two directors retired with the board size reduced to six, and committee memberships were reorganized. Say-on-pay passed, KPMG LLP was ratified as auditor for 2026, and all described proposals received requisite support.

Rhea-AI Summary

Orion Group Holdings reported stronger first quarter 2026 results, moving back to profitability while growing revenue. Contract revenues rose 15% year over year to $216.3 million, driven mainly by expansion in the Concrete segment. GAAP net income improved to $4.7 million, or $0.12 per diluted share, from a loss a year earlier, and adjusted EPS reached $0.05.

Adjusted EBITDA was $8.7 million, up 7% from the prior year, and backlog increased to $668 million as of March 31, 2026. The company generated $4.9 million of operating cash flow, completed the J.E. McAmis acquisition financed largely with new borrowings, and reaffirmed its full-year 2026 guidance, including adjusted EBITDA of $54–58 million and adjusted EPS of $0.36–0.42.

Rhea-AI Summary

Orion Group Holdings, Inc. filed an amendment to a prior report to correct a heading reference and EDGAR tagging, without changing the underlying disclosure. The company confirms that directors Thomas N. Amonett and Margaret M. Foran will retire from the Board and all committee roles effective at the 2026 Annual Meeting of Stockholders on May 19, 2026. The company states that their retirements do not result from any disagreement regarding operations, policies, or practices. After their departures, the Board will decrease in size from eight directors to six, reflecting their exits rather than immediate replacements.

Rhea-AI Summary

Orion Group Holdings, Inc. announced that two long-serving independent directors, Thomas N. Amonett and Margaret (Peggy) M. Foran, will retire from the Board effective at the Company’s Annual Meeting of Stockholders on May 19, 2026. Both directors chose not to stand for re-election and their decisions are not due to any disagreement regarding Orion’s operations, policies or practices.

Following their retirements, the Board will decrease in size from eight directors to six, consolidating its governance structure. The Company highlighted Mr. Amonett’s service since 2007, including his long tenure leading the Nominating & Governance Committee, and Ms. Foran’s contributions since 2019, including her leadership of the Compensation Committee and Nominating & Governance Committee. Both departing directors expressed confidence in Orion’s management, Board strength, and the Company’s future growth opportunities.

Rhea-AI Summary

Orion Group Holdings, Inc. furnished an investor presentation covering its fourth quarter and full year 2025 results. The company made this presentation available on its website and attached it as Exhibit 99.1. The materials are provided under Regulation FD as “furnished,” not “filed,” which limits their use in other securities filings.

Rhea-AI Summary

Orion Group Holdings reported stronger results for 2025 and issued its first detailed 2026 outlook. Full-year contract revenues rose to $852.3 million, up 7% from 2024, with GAAP net income of $2.5 million or $0.06 per diluted share. Adjusted EBITDA increased to $45.2 million and adjusted EPS to $0.25, while free cash flow reached about $14.4 million.

Backlog ended 2025 at $640 million, below $729 million a year earlier, despite $763 million of new awards and a stated $23 billion opportunity pipeline. The company completed a $120 million refinancing that lowered borrowing costs and, after year-end, acquired J.E. McAmis for roughly $60 million to expand higher-value marine capabilities.

For 2026, Orion guides to net income of $11.5–$15.3 million, EBITDA of $45–$49 million, adjusted EBITDA of $54–$58 million, and adjusted EPS of $0.36–$0.42, implying further revenue growth and margin improvement compared with 2025.

Rhea-AI Summary

Orion Group Holdings, Inc. completed the acquisition of J.E. McAmis, Inc. and Marine Leasing, LLC, expanding its jetty, breakwater, dredging, environmental restoration, and dam and spillway construction capabilities.

The deal includes $50.0 million in cash, a $12.0 million 5‑year subordinated promissory note at 6.0%, and 182,392 shares of common stock, plus contingent cash payments tied to project profits from specified backlog and near-term opportunities. Orion funded the cash portion and related expenses with cash on hand and approximately $46.9 million of new borrowings under its UMB Credit Agreement. The acquired companies joined Orion’s credit facility as guarantors and provided collateral, and seller indemnities are supported in part by a buyer-side representations and warranties insurance policy.

Rhea-AI Summary

Orion Group Holdings, Inc. entered into a new $120.0 million Credit Agreement on December 23, 2025 with a syndicate of lenders and UMB Bank, N.A. as administrative agent. The facility includes a $60.0 million revolving loan, a $20.0 million equipment term loan, and a $40.0 million acquisition term loan, plus a $25.0 million accordion option for future acquisitions, all maturing in December 2030. The loans are guaranteed by the company’s domestic subsidiaries and secured by substantially all of their domestic assets.

Orion can use the new facility to repay its prior credit agreement, fund acquisitions permitted under the new terms, support working capital, and for other general corporate purposes. In connection with this refinancing, the prior credit agreement dated May 15, 2023 with White Oak affiliates was terminated and all amounts outstanding were repaid, including a make whole payment of approximately $1.1 million. The new agreement contains customary covenants, including financial covenants and limitations on dividends and equity repurchases when covenants or default conditions are not met.

Rhea-AI 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.

Rhea-AI Summary

Orion Group Holdings (ORN) furnished a full transcript of its Q3 2025 earnings call as Exhibit 99.1 after technical issues made the beginning of the October 29, 2025 call difficult for some participants to access. The call covered results for the quarter ended September 30, 2025.

The information is provided under Items 2.02 and 7.01 and is being furnished, not filed, meaning it is not incorporated into Securities Act or Exchange Act filings except by specific reference.

Rhea-AI Summary

Orion Group Holdings (ORN) furnished an update related to its third‑quarter reporting cycle. The company announced it issued a press release for the quarter ended September 30, 2025, on 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.

Rhea-AI Summary

Orion Group Holdings, Inc. is expanding its Board of Directors from seven to eight members and has appointed Robert Ledford to fill the new seat effective November 19, 2025. He will stand for election at the company’s 2026 Annual Meeting of Stockholders.

Ledford is currently President, Chief Executive Officer and a director of Prime Electric and also serves on the board of Trademark Concrete. He previously held senior operations and finance roles at AECOM and Parsons Corporation and has more than a decade of prior CFO experience at private companies. The Board has determined he is independent under New York Stock Exchange standards, and he will receive a prorated equity award and participate in the same compensation programs as other non-employee directors. Orion furnished a press release about his appointment as an exhibit.

Rhea-AI Summary

Orion Group Holdings, Inc. furnished an investor presentation that it plans to use at the D.A. Davidson 24th Annual Diversified Industrials & Services Conference. The company posted this presentation to its website on September 18, 2025, and also attached it as Exhibit 99.1 to this current report.

The company notes that all information in the presentation is provided as of the dates shown in that document and that it has no obligation to update or revise the material. The presentation and related disclosures under Item 7.01 are being treated as “furnished,” not “filed,” which means they are not subject to certain Exchange Act liability provisions and are not automatically incorporated into other securities law filings.