Orion (ORN) Insider Purchase: CEO Increases Stake to 503,222 Shares

Rhea-AI Filing Summary

Travis J. Boone, President & CEO and director of Orion Group Holdings, Inc. (ORN), reported an acquisition of 2,000 shares of ORN common stock on 09/15/2025. The shares were acquired under the company's Employee Stock Purchase Plan at a reported price of $4.743 per share. After the transaction Boone beneficially owns 503,222 shares, held directly. The filing indicates the purchase was exempt under Rule 16b-3(c), reflecting a routine, pre-approved employee plan purchase rather than an open-market trade.

Positive

• Reported purchase under the Employee Stock Purchase Plan, showing executive participation in a pre-approved company program
• Increases direct ownership to 503,222 shares, demonstrating continued insider stake

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider purchased 2,000 shares under the ESPP, modestly increasing direct ownership to 503,222 shares.

The transaction is a routine, Rule 16b-3(c) exempt purchase through the Employee Stock Purchase Plan at $4.743 per share. For a company insider and CEO, such purchases via an ESPP signal participation in a pre-authorized plan rather than discretionary open-market buying. The size of 2,000 shares is immaterial relative to the total reported holding, so the transaction is unlikely to be a material catalyst for valuation changes. Documentation is complete and properly signed.

Corporate Governance Expert

TL;DR: This is a compliant, administrative disclosure of an ESPP acquisition by a reporting executive.

The Form 4 correctly discloses the date, number of shares, price, ownership form (direct), and cites the exemption under Rule 16b-3(c). As President & CEO and a director, Boone's participation in the ESPP follows common corporate practice. There are no indicators of unusual timing or conflicts based on the information provided; the filing does not show any derivative transactions or dispositions.

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 TX 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)
09/15/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/15/2025		A(1)		2,000	A	$4.743	503,222	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. These shares were acquired under the Orion Group Holdings, Inc. Employee Stock Purchase Plan in transactions that were exempt under Rule 16b-3(c).

	/s/ Travis J. Boone	09/16/2025
	** 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.

FAQ

What did Orion Group Holdings (ORN) insider Travis J. Boone report on this Form 4?

He reported acquiring 2,000 shares of ORN common stock on 09/15/2025 under the company's Employee Stock Purchase Plan at $4.743 per share.

How many ORN shares does Travis J. Boone own after the transaction?

He beneficially owns 503,222 shares following the reported purchase.

Was this transaction exempt from short-swing profit rules?

Yes; the filing states the shares were acquired in transactions exempt under Rule 16b-3(c) (employee plan exemption).

Did the Form 4 report any derivative transactions or dispositions?

No derivative securities, dispositions, or other transactions are reported in this Form 4.

What is the reported price per share for the acquisition?

$4.743 per share as stated in the filing.