ORN Insider Purchase: EVP Acquires 2,000 Shares via ESPP

Rhea-AI Filing Summary

Earle Edward Chipman, EVP & General Counsel of Orion Group Holdings, Inc. (ORN), purchased 2,000 shares of the issuer's common stock on 09/15/2025 at a price of $4.743 per share under the company's Employee Stock Purchase Plan. The transaction was reported as exempt under Rule 16b-3(c). Following the purchase, Mr. Chipman beneficially owned 130,758 shares. The Form 4 was signed by the reporting person on 09/16/2025. The filing indicates this was a personal acquisition reported by a single reporting person.

Insights

Securities Analyst

Insider purchased a small stake via ESPP; not likely material to valuation.

The filing shows an officer-level insider acquired 2,000 shares at $4.743 under the Employee Stock Purchase Plan, increasing beneficial ownership to 130,758 shares. The purchase appears routine and exempt under Rule 16b-3(c), indicating it was part of a planned, company-administered compensation program rather than an ad-hoc market trade. For investors, this transaction signals ongoing participation in the ESPP but is immaterial in size relative to typical institutional positions and does not on its own indicate a change in company outlook.

Corporate Governance Expert

Routine ESPP acquisition by an officer; compliance and disclosure appear in order.

The report discloses required details: transaction date, price, post-transaction ownership, and an explanation that the shares were acquired under the company ESPP and exempt under Rule 16b-3(c). The signature and date are provided. From a governance perspective, the filing meets disclosure obligations and shows the insider participated in a company-administered equity program, which is common practice for employee alignment with shareholder interests.

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 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)

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

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	130,758	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/ E. Chipman Earle	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 the Orion Group Holdings (ORN) insider buy?

The filing shows Earle Edward Chipman acquired 2,000 shares of Orion Group Holdings common stock.

When was the ORN insider transaction executed?

The transaction date reported is 09/15/2025, and the Form 4 was signed on 09/16/2025.

At what price were the ORN shares purchased?

The shares were purchased at $4.743 per share.

How many ORN shares does the insider own after the purchase?

Following the transaction, the reporting person beneficially owned 130,758 shares.

Was the ORN transaction part of a company plan?

Yes. The shares were acquired under the Employee Stock Purchase Plan and reported as exempt under Rule 16b-3(c).