Orion director granted 7,236 restricted ORN shares

Caliel Michael J reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Caliel Michael J reported acquisition or exercise transactions in this Form 4 filing.

Orion Group Holdings director Michael J. Caliel received a grant of 7,236 shares of common stock as equity compensation. The award was made at no cash cost per share and increases his direct holdings to 214,412 shares.

The granted shares are restricted and subject to cliff vesting on the date of the company’s 2027 annual general meeting, expected in May 2027. Vesting is contingent on his continued service through that date, so the award is earned over time rather than immediately.

Insider Trade Summary

Grant/Award: 7,236 shares

Grant/Award 1 txn

Insider Caliel Michael J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	7,236	$0.00	$0.00

Holdings After Transaction: Common Stock — 214,412 shares (Direct)

Footnotes (1)

1. F1. The restricted shares are subject to cliff vesting on the date of the Company's 2027 annual general meeting, expected to occur in May 2027, contingent upon the reporting person's continued service through the vesting date.

Key Figures

Equity grant size: 7,236 shares Grant price per share: $0.0000 per share Holdings after grant: 214,412 shares +1 more

4 metrics

Equity grant size 7,236 shares Restricted stock award to director Michael J. Caliel

Grant price per share $0.0000 per share Equity compensation, no cash paid by director

Holdings after grant 214,412 shares Total direct common stock holdings post-transaction

Vesting timing 2027 annual meeting Cliff vesting expected in May 2027, subject to service

Key Terms

restricted shares, cliff vesting, annual general meeting, Grant, award, or other acquisition

4 terms

restricted shares financial

"The restricted shares are subject to cliff vesting on the date of the Company's 2027 annual general meeting"

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.

cliff vesting financial

"are subject to cliff vesting on the date of the Company's 2027 annual general meeting"

annual general meeting financial

"on the date of the Company's 2027 annual general meeting, expected to occur in May 2027"

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Orion Group Holdings (ORN) director Michael J. Caliel report on this Form 4?

Michael J. Caliel reported receiving a grant of 7,236 shares of Orion Group Holdings common stock. The shares were awarded as equity compensation at no cash price per share and increase his direct holdings to 214,412 shares after the transaction.

Is the 7,236-share Orion Group Holdings (ORN) award to Michael J. Caliel fully vested?

No, the 7,236-share award is restricted and subject to cliff vesting. The shares vest on the date of Orion Group Holdings’ 2027 annual general meeting, expected in May 2027, if Caliel continues to serve through the vesting date.

How many Orion Group Holdings (ORN) shares does Michael J. Caliel hold after this grant?

After the grant, Michael J. Caliel directly holds 214,412 shares of Orion Group Holdings common stock. This total includes the newly awarded 7,236 restricted shares, which will vest in full at the 2027 annual general meeting, subject to continued service.

Did Michael J. Caliel buy or sell Orion Group Holdings (ORN) shares for cash in this filing?

No cash purchase or sale occurred. The Form 4 shows a grant classified as a “Grant, award, or other acquisition” at a price per share of 0.0000, meaning the shares were issued as compensation rather than through an open-market transaction.

When do the restricted shares granted to Orion Group Holdings (ORN) director Michael J. Caliel vest?

The restricted shares are scheduled to vest on the date of Orion Group Holdings’ 2027 annual general meeting. The meeting is expected to occur in May 2027, and vesting depends on Caliel’s continued service through that vesting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/20/2026 - 05:53 PM EDT Learn about SEC filing dates

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^*

Caliel Michael 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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

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	05/19/2026		A		7,236	A	(1)	214,412	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. The restricted shares are subject to cliff vesting on the date of the Company's 2027 annual general meeting, expected to occur in May 2027, contingent upon the reporting person's continued service through the vesting date.

	/s/ E. Chipman Earle, Attorney-in-Fact	05/20/2026
	** 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)