Orion Group (NYSE: ORN) CEO gains PSU and RSU shares, withholds stock for taxes

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Orion Group Holdings Inc reported that President and CEO Travis J. Boone received 241,636 shares of common stock from the payout of performance stock units granted in 2023, after performance conditions were determined to be achieved at target on March 3, 2026. The company also granted him 73,341 restricted shares scheduled to vest in equal parts on April 1, 2027, April 1, 2028, and April 1, 2029. To cover taxes related to the vesting and payout of the performance stock units, 85,803 shares were withheld at a price of $13.41 per share, leaving Boone with 732,396 shares of common stock held directly after these transactions.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Boone Travis J

Role PRESIDENT & CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	241,636	$0.00	--
Tax Withholding	Common Stock	85,803	$13.41	$1.15M
Grant/Award	Common Stock	73,341	$0.00	--

Holdings After Transaction: Common Stock — 744,858 shares (Direct)

Footnotes (1)

The reported transaction reflects the payout of 241,636 performance stock units ("PSUs") granted to Mr. Boone in 2023, which were subject to a three-year cliff vesting period and performance conditions based 25% on absolute stock price performance and 75% on absolute ROIC performance. On March 3, 2026, the Compensation Committee determined that the applicable performance conditions were achieved at target, resulting in full payout and vesting of the 241,636 PSUs in the form of shares of common stock. Reflects a reduction of shares withheld to cover taxes payable by the reporting person due to the March 3, 2026, vesting and payout of performance stock units granted in 2023. This grant of restricted shares is scheduled to vest ratably on April 1, 2027, April 1, 2028 and April 1, 2029.

Form 4 Insider Transactions: What Each Field Means →

03/05/2026 - 04:52 PM

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
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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^*

Boone Travis J

(Last)

(First)

(Middle)

2940 RIVERBY ROAD

SUITE 400

(Street)

HOUSTON

77020

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PRESIDENT & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/03/2026		A		241,636⁽¹⁾	A	⁽¹⁾	744,858	D
Common Stock	03/03/2026		F		85,803⁽²⁾	D	$13.41	659,055	D
Common Stock	03/03/2026		A		73,341	A	⁽³⁾	732,396	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reported transaction reflects the payout of 241,636 performance stock units ("PSUs") granted to Mr. Boone in 2023, which were subject to a three-year cliff vesting period and performance conditions based 25% on absolute stock price performance and 75% on absolute ROIC performance. On March 3, 2026, the Compensation Committee determined that the applicable performance conditions were achieved at target, resulting in full payout and vesting of the 241,636 PSUs in the form of shares of common stock.

2. Reflects a reduction of shares withheld to cover taxes payable by the reporting person due to the March 3, 2026, vesting and payout of performance stock units granted in 2023.

3. This grant of restricted shares is scheduled to vest ratably on April 1, 2027, April 1, 2028 and April 1, 2029.

	/s/ Travis J. Boone	03/05/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Orion Group Holdings (ORN) report for Travis J. Boone?

Orion Group Holdings reported that President and CEO Travis J. Boone received 241,636 shares from vested performance stock units and a grant of 73,341 restricted shares, while 85,803 shares were withheld to cover taxes related to the performance stock unit vesting.

How many performance stock unit shares vested for Orion Group’s CEO in this Form 4?

241,636 performance stock units granted in 2023 to Orion Group’s CEO vested and were paid out in common stock after the Compensation Committee determined on March 3, 2026 that the performance conditions tied to stock price and ROIC were achieved at the target level.

What were the performance conditions for the 2023 Orion Group PSUs that vested?

The 2023 performance stock units for Orion Group’s CEO had a three-year cliff vesting period and performance conditions based 25% on absolute stock price performance and 75% on absolute return on invested capital (ROIC), and were determined on March 3, 2026 to have been achieved at target.

What restricted stock grant did Orion Group Holdings (ORN) make to its CEO?

Orion Group Holdings granted its CEO 73,341 restricted shares of common stock, scheduled to vest ratably on April 1, 2027, April 1, 2028, and April 1, 2029, creating a multi-year equity incentive tied to continued service with the company.

Why were shares disposed of in Travis J. Boone’s Orion Group Form 4 filing?

85,803 shares of Orion Group common stock were disposed of to cover taxes payable by the reporting person. These shares were withheld in connection with the March 3, 2026 vesting and payout of performance stock units that had originally been granted in 2023.

How many Orion Group (ORN) shares does the CEO hold after these Form 4 transactions?

After the reported equity award vesting, tax withholding, and new restricted stock grant transactions, Orion Group’s President and CEO Travis J. Boone directly holds 732,396 shares of the company’s common stock according to the Form 4 ownership figures provided.