Orion EVP has shares withheld for RSU taxes

Orion Group Holdings Inc executive vice president and general counsel Edward Earle Chipman reported a routine tax-related share withholding tied to equity compensation.

Rhea-AI Filing Summary

Orion Group Holdings Inc executive vice president and general counsel Edward Earle Chipman reported a routine tax-related share withholding tied to equity compensation. On this Form 4, the issuer withheld 2,884 shares of common stock at $11.24 per share to cover tax obligations when 11,842 restricted shares vested. Chipman retained 8,958 shares from this award, and his directly held position after the transaction is 145,042 shares of Orion Group Holdings common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 2,884 shares

Exercise Price or Tax Liability 1 txn

Insider Earle Edward Chipman

Role EVP & GENERAL COUNSEL

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	2,884	$11.24	$32K

Holdings After Transaction: Common Stock — 145,042 shares (Direct)

Footnotes (1)

1. F1. The Issuer withheld 2,884 shares to satisfy tax withholding obligations in connection with the vesting of 11,842 restricted shares granted to the Reporting Person on March 20, 2025, resulting in the Reporting Person retaining 8,958 shares from such award.

Key Figures

Shares withheld for taxes: 2,884 shares Withholding price per share: $11.24 per share Restricted shares vested: 11,842 shares +2 more

5 metrics

Shares withheld for taxes 2,884 shares Withheld to satisfy tax withholding obligations on vesting

Withholding price per share $11.24 per share Value used for 2,884 withheld shares

Restricted shares vested 11,842 shares Restricted shares granted March 20, 2025 that vested

Shares retained from award 8,958 shares Net shares Chipman kept from the vesting award

Shares held after transaction 145,042 shares Direct Orion common stock holdings following transaction

Key Terms

restricted shares, tax withholding obligations, tax-withholding disposition, Form 4

4 terms

restricted shares financial

"in connection with the vesting of 11,842 restricted shares granted to the Reporting Person"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

tax withholding obligations financial

"The Issuer withheld 2,884 shares to satisfy tax withholding obligations in connection with the vesting"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Orion Group Holdings (ORN) report for Edward Earle Chipman?

Orion Group Holdings reported that EVP and General Counsel Edward Earle Chipman had 2,884 shares withheld to cover taxes on vesting restricted stock. This was a tax-withholding disposition, not an open-market sale, and arose from an equity compensation award.

How many Orion Group Holdings (ORN) restricted shares vested for Edward Earle Chipman?

A total of 11,842 restricted shares of Orion Group Holdings common stock vested for Edward Earle Chipman. These shares came from a grant made on March 20, 2025, and triggered associated tax withholding satisfied by share retention by the issuer.

How many Orion Group Holdings (ORN) shares did Edward Earle Chipman retain from the vesting award?

Edward Earle Chipman retained 8,958 shares from the vesting of 11,842 restricted shares. The remaining 2,884 shares were withheld by Orion Group Holdings to satisfy tax withholding obligations tied to this equity compensation vesting event.

What is Edward Earle Chipman’s Orion Group Holdings (ORN) shareholding after this Form 4 transaction?

Following the tax-withholding disposition, Edward Earle Chipman directly holds 145,042 shares of Orion Group Holdings common stock. This figure reflects his position after the issuer withheld 2,884 shares to cover taxes on recently vested restricted stock.

Was the Orion Group Holdings (ORN) Form 4 transaction an open-market sale?

No, the Form 4 transaction was not an open-market sale. The 2,884 shares were withheld by Orion Group Holdings to satisfy tax withholding obligations in connection with restricted stock vesting, a routine administrative event rather than a discretionary sale.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 04:05 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Earle Edward Chipman

(Last) (First) (Middle)

2940 RIVERBY ROAD

SUITE 400

(Street)

HOUSTON TEXAS 77020

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Orion Group Holdings Inc [ ORN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & GENERAL COUNSEL

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2026		F		2,884(1)	D	$11.24	145,042	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Issuer withheld 2,884 shares to satisfy tax withholding obligations in connection with the vesting of 11,842 restricted shares granted to the Reporting Person on March 20, 2025, resulting in the Reporting Person retaining 8,958 shares from such award.

	/s/ E. Chipman Earle	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)