Orion Group Holdings (ORN) EVP & General Counsel reports 5,001 shares withheld for taxes

Rhea-AI Filing Summary

Orion Group Holdings Inc. executive reports tax-related share withholding

Orion Group Holdings Inc.'s EVP & General Counsel reported an automatic disposition of common stock tied to a restricted stock vesting. On 11/28/2025, 5,001 shares of common stock were withheld at a price of $10 per share, identified with transaction code "F," which typically denotes shares withheld to satisfy tax obligations.

After this withholding, the reporting person beneficially owned 125,757 shares of Orion Group Holdings common stock in direct ownership. The footnote explains that the shares were withheld to cover taxes due upon the vesting of a portion of a restricted stock grant originally awarded on November 27, 2023.

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)
11/28/2025

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	11/28/2025		F		5,001(1)	D	$10	125,757	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 November 28, 2025, vesting of a portion of the November 27,2023 restricted stock grant.

	/s/ E. Chipman Earle	12/01/2025
	** 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 insider transaction did Orion Group Holdings (ORN) report in this Form 4?

The EVP & General Counsel of Orion Group Holdings Inc. (ORN) reported a tax-related disposition of 5,001 shares of common stock on 11/28/2025 tied to a restricted stock vesting.

Why were 5,001 ORN shares disposed of by the executive?

The filing notes that the 5,001 shares of restricted stock were withheld to cover taxes payable by the executive upon the November 28, 2025 vesting of part of a restricted stock grant made on November 27, 2023.

At what price were the withheld Orion Group Holdings (ORN) shares reported?

The withheld 5,001 shares of ORN common stock were reported at a price of $10 per share in the transaction table.

How many Orion Group Holdings (ORN) shares does the executive own after this transaction?

Following the tax withholding transaction, the reporting person beneficially owned 125,757 shares of Orion Group Holdings common stock in direct ownership.

What does transaction code "F" mean in this ORN Form 4?

In this Form 4, transaction code "F" is used in connection with 5,001 shares withheld, as explained in the footnote, to cover taxes due upon the vesting of restricted stock.

Which Orion Group Holdings (ORN) officer is involved in this Form 4 filing?

The filing relates to an officer of Orion Group Holdings Inc. who serves as EVP & General Counsel and reports the described restricted stock tax withholding transaction.