Orion Group Holdings (ORN) director receives 7,236 restricted stock award

Rhea-AI Filing Summary

SHANFELTER AUSTIN J reported acquisition or exercise transactions in this Form 4 filing.

Orion Group Holdings Inc director Austin J. Shanfelter received a grant of 7,236 shares of Common Stock as a stock award. The award was granted at no cash purchase price and increases his direct holdings to 336,451 shares.

The granted shares are restricted and subject to cliff vesting on the date of the company’s 2027 annual general meeting, expected in May 2027, and will vest only if he continues in service through that vesting date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SHANFELTER AUSTIN J

Role null

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

Holdings After Transaction: Common Stock — 336,451 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Restricted stock grant: 7,236 shares Grant price: $0.0000 per share Post-transaction holdings: 336,451 shares +1 more

4 metrics

Restricted stock grant 7,236 shares Common Stock award to director on 2026-05-19

Grant price $0.0000 per share Compensation-related stock award, no cash paid

Post-transaction holdings 336,451 shares Director’s direct Common Stock holdings after grant

Vesting timing 2027 annual meeting Cliff vesting expected in May 2027

Key Terms

restricted shares, cliff vesting, annual general meeting

3 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"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 05/20/2026 - 05:54 PM Accepted by SEC EDGAR 05/20/2026 - 05:54 PM 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^*

SHANFELTER AUSTIN J

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/19/2026		A		7,236	A	(1)	336,451	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 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)

FAQ

What insider transaction did Orion Group Holdings (ORN) report for Austin J. Shanfelter?

Orion Group Holdings reported that director Austin J. Shanfelter received a grant of 7,236 restricted Common Stock shares. These were awarded at no cash purchase price as part of his compensation and increase his direct holdings to 336,451 shares.

Are the 7,236 shares granted to Orion Group Holdings director Shanfelter immediately vested?

No, the 7,236 shares granted to Austin J. Shanfelter are restricted and subject to cliff vesting. They are scheduled to vest on the date of the company’s 2027 annual general meeting, expected in May 2027, contingent on his continued service.

How many Orion Group Holdings (ORN) shares does Austin J. Shanfelter own after this grant?

After receiving the 7,236-share award, Austin J. Shanfelter holds 336,451 Orion Group Holdings Common Stock shares directly. This figure reflects his position following the reported transaction and includes the newly granted restricted shares subject to future vesting.

What conditions apply to the restricted shares granted to Orion Group Holdings director Shanfelter?

The restricted shares granted to Austin J. Shanfelter are subject to cliff vesting at the 2027 annual general meeting, expected in May 2027. Vesting requires that he remain in service with Orion Group Holdings through that specified vesting date.

Was there a purchase price for the Orion Group Holdings shares granted to Austin J. Shanfelter?

The 7,236 Common Stock shares granted to Austin J. Shanfelter carried a per-share transaction price of $0.0000. This indicates a compensation-related award rather than an open-market purchase, consistent with a stock grant for board service.