Orion CFO reports tax share withholding on vesting

Orion Group Holdings EVP and CFO Alison Gaut reported a routine tax-related share disposition.

Rhea-AI Filing Summary

Orion Group Holdings EVP and CFO Alison Gaut reported a routine tax-related share disposition. On the vesting of 9,546 restricted shares granted on June 23, 2025, the issuer withheld 2,325 shares to cover tax obligations, leaving Gaut with 7,221 shares from this award and 55,282 common shares held directly after the transaction.

Insider Trade Summary

Exercise Price or Tax Liability: 2,325 shares

Exercise Price or Tax Liability 1 txn

Insider Vasquez Alison Gaut

Role EVP AND CFO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	2,325	$15.56	$36K

Holdings After Transaction: Common Stock — 55,282 shares (Direct)

Footnotes (1)

1. F1. The Issuer withheld 2,325 shares to satisfy tax withholding obligations in connection with the vesting of 9,546 restricted shares granted to the Reporting Person on June 23, 2025, resulting in the Reporting Person retaining 7,221 shares from such award.

Key Figures

Tax-withheld shares: 2,325 shares Vested restricted shares: 9,546 shares Net shares from award: 7,221 shares +2 more

5 metrics

Tax-withheld shares 2,325 shares Withheld to satisfy tax obligations on vesting

Vested restricted shares 9,546 shares Restricted shares that vested on June 23, 2025

Net shares from award 7,221 shares Retained from the vested restricted stock award

Shares held after transaction 55,282 shares Direct common stock holdings following the transaction

Implied tax price $15.56 per share Value per share for the 2,325 withheld shares

Key Terms

restricted shares, tax withholding obligations, vesting, tax-withholding disposition

4 terms

restricted shares financial

"the vesting of 9,546 restricted shares granted to the Reporting Person"

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.

tax withholding obligations financial

"withheld 2,325 shares to satisfy tax withholding obligations in connection with the vesting"

vesting financial

"in connection with the vesting of 9,546 restricted shares granted to the Reporting Person"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

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

What insider transaction did Orion Group Holdings (ORN) report for Alison Gaut?

Orion Group Holdings reported that EVP and CFO Alison Gaut had 2,325 shares of common stock withheld to satisfy tax obligations upon vesting of restricted shares, a routine non-market transaction that did not involve an open-market purchase or sale of stock.

How many restricted shares vested for Orion Group Holdings EVP and CFO Alison Gaut?

A total of 9,546 restricted shares vested for Alison Gaut. In connection with this vesting, the issuer withheld a portion of the shares to cover tax withholding obligations, and Gaut retained the remaining shares from that restricted stock award.

How many Orion Group Holdings shares were withheld for taxes in this Form 4?

The issuer withheld 2,325 Orion Group Holdings common shares to satisfy tax withholding obligations tied to the vesting of restricted shares, according to the Form 4 footnote, which characterizes the transaction as a tax-withholding disposition rather than an open-market sale.

How many shares did Alison Gaut retain from the vested restricted stock award?

From the 9,546 restricted shares that vested, Alison Gaut retained 7,221 shares after 2,325 shares were withheld for taxes. This reflects the net shares remaining from that specific award once the issuer met required tax withholding obligations.

What are Alison Gaut’s Orion Group Holdings shareholdings after the reported transaction?

Following the tax-withholding disposition, Alison Gaut directly holds 55,282 shares of Orion Group Holdings common stock. This figure reflects her direct ownership position after the issuer withheld shares to satisfy tax obligations on the vesting restricted stock.

Was the Orion Group Holdings Form 4 transaction an open-market sale or purchase?

The Form 4 describes the transaction as a tax-withholding disposition, not an open-market sale or purchase. Shares were withheld by the issuer to cover tax obligations arising from restricted stock vesting, so no open-market trading decision occurred.

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

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Accepted by SEC EDGAR 06/25/2026 - 06:46 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^*

Vasquez Alison Gaut

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP AND CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2026

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	06/23/2026		F		2,325(1)	D	$15.56	55,282	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 Issuer withheld 2,325 shares to satisfy tax withholding obligations in connection with the vesting of 9,546 restricted shares granted to the Reporting Person on June 23, 2025, resulting in the Reporting Person retaining 7,221 shares from such award.

	/s/ Alison G. Vasquez	06/25/2026
	** 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)