Was the Orion Group Holdings (ORN) director’s share award a market purchase or compensation grant?

The Form 4 describes the transaction as a grant, award, or other acquisition rather than an open-market purchase. The 7,236 Orion Group Holdings restricted shares were awarded at a stated price of $0.00 per share as part of the director’s equity compensation.

Orion director receives 7,236 restricted shares

Smith Quentin P. Jr. reported acquisition or exercise transactions in this Form 4 filing.

Filing Impact

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

Smith Quentin P. Jr. reported acquisition or exercise transactions in this Form 4 filing.

Orion Group Holdings director equity grant: Director Smith Quentin P. Jr. received a grant of 7,236 shares of Orion Group Holdings common stock as a restricted share award. These restricted shares vest in a single cliff on the date of the company’s 2027 annual general meeting, expected in May 2027, if he continues serving through that date. After this grant, he directly holds 97,895 Orion shares.

Insider Trade Summary

Grant/Award: 7,236 shares

Grant/Award 1 txn

Insider Smith Quentin P. Jr.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	7,236	$0.00	$0.00

Holdings After Transaction: Common Stock — 97,895 shares (Direct)

Footnotes (1)

F1. The restricted shares are subject to cliff vesting on the date of the Company's 2027 annual general meeting, expected to occur in May 2027, contingent upon the reporting person's continued service through the vesting date.

Key Figures

Restricted shares granted: 7,236 shares Shares held after grant: 97,895 shares Grant price per share: $0.00 per share +1 more

4 metrics

Restricted shares granted 7,236 shares Director equity award on May 19, 2026

Shares held after grant 97,895 shares Director’s direct ownership following transaction

Grant price per share $0.00 per share Restricted share award consideration

Cliff vesting date 2027 annual general meeting Vesting expected in May 2027 if service continues

Key Terms

restricted shares, cliff vesting, annual general meeting, grant, award, or other acquisition

4 terms

restricted shares financial

"The restricted shares are subject to cliff vesting on the date of the Company's 2027 annual general meeting"

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.

cliff vesting financial

"The restricted shares are subject to cliff vesting on the date of the Company's 2027 annual general meeting"

annual general meeting financial

"on the date of the Company's 2027 annual general meeting, expected to occur in May 2027"

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

FAQ

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

What insider transaction did ORN director Smith Quentin P. Jr. report on this Form 4?

Director Smith Quentin P. Jr. reported receiving 7,236 restricted shares of Orion Group Holdings common stock. The award was granted at no cash cost per share and increases his direct ownership stake in the company to 97,895 shares after the transaction.

How many Orion Group Holdings (ORN) shares does the director hold after this grant?

Following the restricted share grant, Smith Quentin P. Jr. directly holds 97,895 shares of Orion Group Holdings common stock. This total reflects his position after receiving the 7,236-share award reported in the Form 4 insider transaction filing.

When do the restricted Orion Group Holdings (ORN) shares granted to the director vest?

The 7,236 restricted shares are subject to cliff vesting on the date of Orion Group Holdings’ 2027 annual general meeting. That meeting is expected to occur in May 2027, assuming the director continues his service through the vesting date as required.

What conditions apply to the 7,236 restricted ORN shares granted to the director?

The restricted shares vest only if Smith Quentin P. Jr. remains in service through Orion Group Holdings’ 2027 annual general meeting. Vesting occurs on that meeting date, expected in May 2027, under a cliff vesting structure rather than gradual vesting over time.

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

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Accepted by SEC EDGAR 05/20/2026 - 05:56 PM EDT

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^*

Smith Quentin P. Jr.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

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)
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	05/19/2026		A		7,236	A	⁽¹⁾	97,895	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 restricted shares are subject to cliff vesting on the date of the Company's 2027 annual general meeting, expected to occur in May 2027, contingent upon the reporting person's continued service through the vesting date.

	/s/ E. Chipman Earle, Attorney-in-Fact	05/20/2026
	** 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)

Source: View Original Filing on SEC EDGAR