Orion Group (ORN) director receives 7,236 restricted shares, vesting at 2027 AGM

Rhea-AI Filing Summary

Sullivan Mary E reported acquisition or exercise transactions in this Form 4 filing.

Orion Group Holdings Inc director Mary E. Sullivan received a grant of 7,236 shares of Common Stock as equity compensation. The award was recorded at no cash cost per share and increased her directly held stake to 274,904 shares.

The granted shares are restricted and subject to cliff vesting at the Company’s 2027 annual general meeting, expected in May 2027, contingent on her continued service through that vesting date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sullivan Mary E

Role null

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

Holdings After Transaction: Common Stock — 274,904 shares (Direct, null)

Footnotes (1)

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Key Figures

Restricted shares granted: 7,236 shares Price per granted share: $0.00 per share Total shares after transaction: 274,904 shares +2 more

5 metrics

Restricted shares granted 7,236 shares Equity grant to director Mary E. Sullivan

Price per granted share $0.00 per share Non-cash grant/award acquisition

Total shares after transaction 274,904 shares Direct ownership following the grant

Transaction code A Grant, award, or other acquisition of Common Stock

Vesting event 2027 annual general meeting Cliff vesting expected in May 2027

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

"The restricted shares 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 regulatory

"transaction_code_description: "Grant, award, or other acquisition""

Form 4 Insider Transactions: What Each Field Means →

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^*

Sullivan Mary E

(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)	274,904	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)

FAQ

What insider transaction did Orion Group Holdings (ORN) report for Mary E. Sullivan?

Orion Group Holdings reported that director Mary E. Sullivan received a grant of 7,236 shares of Common Stock. The shares were awarded as equity compensation at no cash cost per share and increased her directly held ownership stake in the company.

Are the 7,236 Orion Group Holdings (ORN) shares granted to Mary E. Sullivan immediately vested?

No, the 7,236 shares granted to Mary E. Sullivan are restricted and subject to cliff vesting. They will vest on the date of Orion Group Holdings’ 2027 annual general meeting, expected in May 2027, if she continues serving through that vesting date.

How many Orion Group Holdings (ORN) shares does Mary E. Sullivan hold after this grant?

After the 7,236-share grant, Mary E. Sullivan holds 274,904 shares of Orion Group Holdings Common Stock directly. This figure reflects her total direct ownership reported immediately following the equity award transaction on the Form 4 filing.

What does the Form 4 transaction code "A" mean for Orion Group Holdings (ORN)?

In this Orion Group Holdings Form 4, transaction code "A" denotes a grant, award, or other acquisition of shares. It indicates Mary E. Sullivan received 7,236 restricted shares as compensation rather than buying them in the open market for cash.

What conditions apply to Mary E. Sullivan’s restricted Orion Group Holdings (ORN) shares?

The restricted shares are subject to cliff vesting at the 2027 annual general meeting. Vesting is contingent on Mary E. Sullivan’s continued service with Orion Group Holdings through that meeting date, as described in the Form 4 footnote.