Orion (ORN) CEO Boone has 15,377 shares withheld for tax on vesting

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Orion Group Holdings Inc President and CEO Travis J. Boone reported a routine tax-related share disposition. On the vesting of 39,077 restricted shares granted on March 20, 2025, the issuer withheld 15,377 common shares at an indicated price of $11.24 per share to satisfy tax withholding obligations.

Boone retained 23,700 shares from this award and now directly holds a total of 708,485 common shares after the transaction. The filing reflects compensation-related tax withholding rather than an open-market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Boone Travis J

Role PRESIDENT & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	15,377	$11.24	$173K

Holdings After Transaction: Common Stock — 708,485 shares (Direct)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 15,377 shares Restricted shares vested: 39,077 shares Shares retained from award: 23,700 shares +2 more

5 metrics

Shares withheld for taxes 15,377 shares Tax-withholding disposition on restricted share vesting

Restricted shares vested 39,077 shares Restricted shares granted March 20, 2025, that vested

Shares retained from award 23,700 shares Portion of vested restricted shares retained by CEO

Holdings after transaction 708,485 shares Total common shares directly held after withholding

Indicated share price $11.24 per share Value used for tax-withholding disposition

Key Terms

restricted shares, tax withholding obligations, vesting, tax-withholding disposition

4 terms

restricted shares financial

"in connection with the vesting of 39,077 restricted shares granted to the Reporting Person"

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.

tax withholding obligations financial

"The Issuer withheld 15,377 shares to satisfy tax withholding obligations in connection with the vesting"

vesting financial

"in connection with the vesting of 39,077 restricted shares granted to the Reporting Person"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 04:05 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
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^*

Boone Travis 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
X	Officer (give title below)	Other (specify below)
	PRESIDENT & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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	04/01/2026		F		15,377⁽¹⁾	D	$11.24	708,485	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 Issuer withheld 15,377 shares to satisfy tax withholding obligations in connection with the vesting of 39,077 restricted shares granted to the Reporting Person on March 20, 2025, resulting in the Reporting Person retaining 23,700 shares from such award.

	/s/ Travis J. Boone	04/02/2026
	** 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

FAQ

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

Orion Group Holdings reported that President and CEO Travis J. Boone had 15,377 common shares withheld to cover taxes on vesting restricted stock. This was a compensation-related tax-withholding event, not an open-market purchase or sale of shares.

How many restricted shares vested for Orion (ORN) CEO Travis J. Boone?

A total of 39,077 restricted shares vested for CEO Travis J. Boone from an award granted on March 20, 2025. Part of these shares was withheld for taxes, and the remainder was delivered to him as common stock.

How many Orion (ORN) shares were withheld for taxes in this Form 4?

The issuer withheld 15,377 Orion common shares to satisfy tax withholding obligations tied to the vesting of restricted shares. This type of transaction is recorded as a tax-withholding disposition rather than a voluntary open-market sale by the executive.

How many shares did Orion (ORN) CEO Travis J. Boone retain from the vested award?

From the 39,077 vested restricted shares, Travis J. Boone retained 23,700 shares. The rest were withheld to cover tax obligations. These retained shares increased his direct equity position in Orion Group Holdings following the vesting event.

What are Travis J. Boone’s total Orion (ORN) holdings after the transaction?

After the tax-withholding disposition, Travis J. Boone directly holds 708,485 Orion common shares. This figure reflects his position following the vesting of the restricted shares and the issuer’s withholding of shares to cover related tax obligations.

Was the Orion (ORN) CEO’s Form 4 transaction an open-market sale?

No. The Form 4 describes a tax-withholding disposition, where 15,377 shares were withheld by the issuer to pay taxes on vested restricted shares. It does not represent an open-market sale initiated by the CEO.