Orion Group (NYSE: ORN) CEO shares withheld to cover tax on vesting

Rhea-AI Filing Summary

Orion Group Holdings President & CEO Travis J. Boone reported a routine tax-related share disposition. On March 20, 2026, 10,534 shares of common stock were withheld at $10.39 per share to cover taxes due on the vesting of restricted stock granted on March 20, 2024.

After this withholding, Boone directly holds 723,862 shares of Orion Group Holdings common stock. This was not an open-market sale but a standard mechanism for satisfying tax obligations tied to equity compensation.

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 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)
03/20/2026

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	03/20/2026		F		10,534(1)	D	$10.39	723,862	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 March 20, 2026 vesting of a portion of the March 20, 2024 restricted stock grant.

	/s/ Travis J. Boone	03/20/2026
	** 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 Travis J. Boone?

Orion Group Holdings reported that President & CEO Travis J. Boone had 10,534 shares of common stock withheld on March 20, 2026. The shares were withheld to cover taxes arising from the vesting of previously granted restricted stock, not from an open-market sale.

Was the Orion Group Holdings (ORN) insider transaction an open-market sale?

No, the transaction was not an open-market sale. 10,534 shares of common stock were withheld to pay taxes triggered by the March 20, 2026 vesting of restricted stock that was originally granted on March 20, 2024, as part of compensation.

How many Orion Group Holdings (ORN) shares does Travis J. Boone hold after this Form 4?

Following the tax-withholding transaction, Travis J. Boone directly holds 723,862 shares of Orion Group Holdings common stock. This remaining stake reflects his ongoing equity position after 10,534 shares were withheld to satisfy personal tax obligations on vested restricted stock.

What was the purpose of the 10,534 Orion Group Holdings (ORN) shares withheld?

The 10,534 shares were withheld to cover taxes payable by Travis J. Boone. These taxes arose from the March 20, 2026 vesting of a portion of restricted stock that had been granted on March 20, 2024, under his equity compensation arrangement.

What price is shown for the Orion Group Holdings (ORN) tax-withholding shares?

The Form 4 lists a price of $10.39 per share for the 10,534 common shares withheld. This figure is used to value the tax-withholding disposition related to the vesting of the restricted stock award granted to President & CEO Travis J. Boone.

Does the Orion Group Holdings (ORN) Form 4 indicate option exercises or only tax withholding?

The Form 4 indicates only a tax-withholding disposition of 10,534 common shares. It reflects shares withheld to satisfy tax liabilities from restricted stock vesting, and there are no derivative transactions or option exercises reported in the derivative section of this filing.