[Form 4] Orion Group Holdings, Inc Insider Trading Activity

Rhea-AI Filing Summary

Travis J. Boone, President & CEO and a director of Orion Group Holdings, Inc. (ORN), reported a transaction dated 08/15/2025 in which 55,306 shares of Common Stock were disposed of at a price of $6.75 per share. The filing shows 501,222 shares beneficially owned by Mr. Boone following the transaction.

The report explains the disposition reflects a reduction of restricted shares withheld to cover taxes related to the vesting of a portion of an August 15, 2022 restricted stock grant. The Form 4 was signed on 08/19/2025 and is filed under Section 16 reporting rules.

Positive

• Reporting person retains significant ownership of 501,222 shares following the withholding transaction
• Transaction disclosed as tax withholding from vesting, indicating it was not an open-market sale

Negative

• 55,306 shares were disposed at $6.75 per share to cover taxes related to vested restricted stock

Insights

Financial Analyst

TL;DR: Routine tax-withholding disposition after restricted stock vesting; ownership remains substantial at 501,222 shares.

The reported 55,306-share disposition at $6.75 per share is documented as shares withheld to satisfy tax obligations following vesting of a restricted stock grant from 08/15/2022. This type of transaction is common for executive equity compensation and does not indicate an open-market sale for liquidity or diversification. Continuing beneficial ownership of 501,222 shares suggests the reporting person retains significant equity exposure to ORN.

Corporate Governance Expert

TL;DR: Administrative clearance of tax liability on vested awards; disclosure aligns with Section 16 requirements.

The Form 4 clearly states the nature of the withholding and ties it to a specific restricted stock grant vesting date. As a President, CEO and director, Mr. Boone's filing meets disclosure obligations and helps maintain transparency about insider equity changes. The transaction appears procedural rather than a signal of management-level change in ownership intent.

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

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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)
08/15/2025

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	08/15/2025		F		55,306(1)	D	$6.75	501,222	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. Reflects a reduction of shares of restricted stock withheld to cover taxes payable by the reporting person due to the August 15, 2025 vesting of a portion of the August 15, 2022 restricted stock grant.

	/s/ Travis J. Boone	08/19/2025
	** 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).
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