Form 8-K

8-K — Orion Group Holdings Inc

Accession: 0001402829-26-000034

Filed: 2026-04-29

Period: 2026-04-28

CIK: 0001402829

SIC: 1600 (HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — orn-20260428x8k.htm (Primary)

EX-99.1 (orn-20260428xex99d1.htm)

EX-99.2 (orn-20260428xex99d2.htm)

GRAPHIC (orn-20260428xex99d1001.jpg)

GRAPHIC (orn-20260428xex99d2g001.jpg)

GRAPHIC (orn-20260428xex99d2g002.jpg)

GRAPHIC (orn-20260428xex99d2g003.jpg)

GRAPHIC (orn-20260428xex99d2g004.jpg)

GRAPHIC (orn-20260428xex99d2g005.jpg)

GRAPHIC (orn-20260428xex99d2g006.jpg)

GRAPHIC (orn-20260428xex99d2g007.jpg)

GRAPHIC (orn-20260428xex99d2g008.jpg)

GRAPHIC (orn-20260428xex99d2g009.jpg)

GRAPHIC (orn-20260428xex99d2g010.jpg)

GRAPHIC (orn-20260428xex99d2g011.jpg)

GRAPHIC (orn-20260428xex99d2g012.jpg)

GRAPHIC (orn-20260428xex99d2g013.jpg)

GRAPHIC (orn-20260428xex99d2g014.jpg)

GRAPHIC (orn-20260428xex99d2g015.jpg)

GRAPHIC (orn-20260428xex99d2g016.jpg)

GRAPHIC (orn-20260428xex99d2g017.jpg)

GRAPHIC (orn-20260428xex99d2g018.jpg)

GRAPHIC (orn-20260428xex99d2g019.jpg)

GRAPHIC (orn-20260428xex99d2g020.jpg)

GRAPHIC (orn-20260428xex99d2g021.jpg)

GRAPHIC (orn-20260428xex99d2g022.jpg)

GRAPHIC (orn-20260428xex99d2g023.jpg)

GRAPHIC (orn-20260428xex99d2g024.jpg)

GRAPHIC (orn-20260428xex99d2g025.jpg)

GRAPHIC (orn-20260428xex99d2g026.jpg)

GRAPHIC (orn-20260428xex99d2g027.jpg)

GRAPHIC (orn-20260428xex99d2g028.jpg)

GRAPHIC (orn-20260428xex99d2g029.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: orn-20260428x8k.htm · Sequence: 1

ORION GROUP HOLDINGS, INC._ April 28, 2026

0001402829false00014028292026-04-282026-04-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2026

ORION GROUP HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Delaware

1-33891

26-0097459

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

2940 Riverby Road, Suite 400

Houston, Texas 77020

(Address of principal executive offices)

(713) 852-6500

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Title of Each Class

Trading Symbol(s)

Name of Each Exchange

on Which Registered

Common stock, $0.01 par value per share

ORN

The New York Stock Exchange

Common stock, $0.01 par value per share

ORN

NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On April 28, 2026, Orion Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2026. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 2.02 to the Company’s Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as expressly set forth by specific reference in such filing.

Use of Non-GAAP Financial Information

To help understand the Company’s financial performance, the Company has supplemented its financial results that it provides in accordance with generally accepted accounting principles (“GAAP”) with non-GAAP financial measures. Such financial measures include Adjusted Net Income (Loss), Adjusted Earnings (Loss) Per Common Share, earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, and Adjusted EBITDA Margin.

We believe these non-GAAP financial measures are frequently used by investors, securities analysts and other parties in the evaluation of our performance and liquidity with that of other companies in our industry. Management uses these measures to evaluate our operating performance, liquidity and capital structure. In addition, our incentive compensation plan measures performance based on our consolidated EBITDA, along with other factors. The methods we use to produce these non-GAAP financial measures may differ from methods used by other companies. These measures should be considered in addition to, not as a substitute for, financial measures prepared in accordance with GAAP. Applicable reconciliations to the nearest GAAP financial measure of each non-GAAP financial measure are included in the attached Exhibit 99.1.

Item 7.01 Regulation FD Disclosure.

On April 29, 2026, the Company posted the first quarter 2026 investor presentation to its website. The presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. All information included in the presentation is presented as of the dates indicated, and the Company does not assume any obligation to correct or update such information in the future. In addition, the Company disclaims any inferences regarding the materiality of such information that may arise as a result of it furnishing such information under Item 7.01 of this Current Report on Form 8-K.

The information contained in this Item 7.01, including Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release of Orion Group Holdings, Inc. dated April 28, 2026.

99.2

Investor Presentation, dated April 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release of Orion Group Holdings, Inc. dated April 28, 2026.

99.2

Investor Presentation, dated April 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Orion Group Holdings, Inc.

Dated: April 29, 2026

By:

/s/ Travis J. Boone

President and Chief Executive Officer

EX-99.1

Filename: orn-20260428xex99d1.htm · Sequence: 2

Exhibit 99.1

ORION GROUP HOLDINGS REPORTS

FIRST QUARTER 2026 RESULTS

HOUSTON – April 28, 2026 – Orion Group Holdings, Inc. (NYSE: ORN) (the “Company” or “Orion”), a leading specialty construction company, today reported its financial results for the first quarter ended March 31, 2026.

Highlights for the quarter ended March 31, 2026

●Revenue of $216 million, GAAP net income of $4.7 million or $0.12 per diluted share, Adjusted EBITDA of $8.7 million and Adjusted EPS of $0.05 per diluted share

●Cash flow from operations of $4.9 million

●Booked awards and change orders of $219 million in the quarter

●Reaffirming full-year 2026 guidance

“We delivered a solid start to the year, supported by disciplined operational performance and a healthy $24 billion pipeline of opportunities. This translated into top- and bottom-line growth and good cash flow generation,” said Travis Boone, President and Chief Executive Officer of Orion. “Our teams continue to execute at a high level, positioning us well for the remainder of 2026.”

“In our Marine segment, demand for mission-critical waterfront infrastructure continues to build, particularly across defense and port modernization projects. We are seeing an uptick in opportunities with the U.S. Coast Guard and the Department of War, underpinned by sustained federal investment in marine infrastructure outlined in the President’s Budget released in early April. We are making good progress integrating J.E. McAmis, leveraging their technical skillset to expand our opportunities and enhance project execution.”

“Our Concrete segment had a fantastic quarter across all key metrics and delivered strong revenue and adjusted EBITDA growth. Data center development continues to serve as a primary market driver, supported by sustained investment from hyperscalers and enterprise customers, with expanding opportunities in growing end markets such as cold storage and advanced manufacturing.”

“Our backlog is growing and our pursuit pipeline remains healthy, with broad-based opportunities across both segments as we move through the year. This combination supports affirmation of our full year 2026 guidance,” concluded Boone.

First Quarter 2026 Results

Quarter Ended

March 31,

2026

2025

Revenue

216.3

188.7

GAAP Net Income (Loss)

4.7

(1.4)

GAAP EPS

0.12

(0.04)

Adjusted EBITDA

8.7

8.2

Adjusted EPS

0.05

0.01

See definitions and reconciliation of non-GAAP measures elsewhere in this release.

Contract revenues of $216.3 million in the first quarter of 2026 increased $27.6 million, or 15%, from $188.7 million in the first quarter of last year, primarily due to strong demand and expansion of services in the Concrete segment.

Gross profit was $25.9 million in the first quarter of 2026, an increase of $2.9 million, or 12%, from $23.0 million in the first quarter of 2025. The increase was primarily driven by the increase in revenue, strong project execution and favorable completions.

Selling, general and administrative expenses were $26.3 million for the first quarter of 2026, up from $22.5 million in the first quarter of last year, primarily to support business growth and the acquisition of J.E. McAmis during the quarter.

GAAP net income for the quarter ended March 31, 2026 was $4.7 million, or $0.12 per diluted share, compared to a net loss of $1.4 million, or $0.04 per diluted share, in the first quarter last year.

Adjusted EBITDA for the first quarter of 2026 was $8.7 million, an increase of 7% compared to the first quarter of 2025. The year-over-year increase was primarily attributable to revenue growth and strong project execution.

Backlog

March 31,

December 31,

2026

2025

Marine

494

480

Concrete

174

160

Total

668

640

First quarter 2026 backlog included approximately $219 million in new awards. Recent Marine awards included maintenance dredging and a road bridge project for the Army in Hawaii, and a petroleum terminal expansion project. Recent Concrete awards included multiple data centers and expanded site work as well as numerous other commercial buildings.

Balance Sheet Update

As of March 31, 2026, current assets were $261 million, including unrestricted cash and cash equivalents of $6.3 million. Total debt outstanding was $72 million, with $53 million of outstanding borrowings under the UMB Credit Facility. The Company incurred borrowings of approximately $47 million under the UMB Credit Facility in connection with its acquisition of J.E. McAmis.

Guidance

The following forward-looking guidance reflects the Company’s current expectations and beliefs as of April 27, 2026, and is subject to change. The following statements apply only as of the date of this disclosure and are expressly qualified in their entirety by the cautionary statements included elsewhere in this document.

For the full year 2026, Orion reaffirms its previous guidance of:

● Revenue in the range of $900 million to $950 million, 8.6% annual growth at the midpoint

● Adjusted EBITDA in the range of $54 million to $58 million, 24% annual growth at the midpoint

● Adjusted EPS in the range of $0.36 to $0.42, 56% annual growth at the midpoint

● Capital expenditures in the range of $25 million to $35 million

Conference Call Details

Orion Group Holdings will host a conference call to discuss the first quarter 2026 financial results at 9:00 a.m. Eastern Time/8:00 a.m. Central Time on Wednesday, April 29, 2026. To participate, please call (844) 481-2994 and ask for the Orion Group Holdings Conference Call. A live audio webcast of the call will also be available on the Investor Relations section of Orion’s website at https://www.oriongroupholdingsinc.com/investor/ and will be archived for replay.

About Orion Group Holdings

Orion Group Holdings, Inc., a leading specialty construction company serving the infrastructure, industrial and building sectors, provides services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through its marine segment and its concrete segment. The Company’s Marine segment provides construction and dredging services relating to marine transportation facility construction, marine pipeline construction, marine environmental structures, dredging of waterways, channels and ports, environmental dredging, design and specialty services. Its Concrete segment provides turnkey concrete construction services including place and finish, site prep, layout, forming, and rebar placement for large commercial, structural and other associated business areas. The Company is headquartered in Houston, Texas. The Company’s website is located at: https://www.oriongroupholdingsinc.com.

Backlog Definition

Backlog consists of projects under contract that have either (a) not been started, or (b) are in progress but are not yet complete. The Company cannot guarantee that the revenue implied by its backlog will be realized, or, if realized, will result in earnings or profitability. Backlog can fluctuate from period to period due to the timing and execution of contracts. The typical duration of the Company’s Concrete projects ranges from six to twelve months and Marine projects range from 18 to 24 months. The Company's backlog at any point in time includes both revenue it expects to realize during the next twelve-month period as well as revenue it expects to realize in future years.

Non-GAAP Financial Measures

This press release includes the financial measures “adjusted net income/loss,” “adjusted earnings/loss per share,” “EBITDA,” “Adjusted EBITDA,” and “Adjusted EBITDA margin.” These measurements are “non-GAAP financial measures” under rules of the Securities and Exchange Commission, including Regulation G. The non-GAAP financial information may be determined or calculated differently by other companies that use similarly titled measures. By reporting such non-GAAP financial information, the Company does not intend to give such information greater prominence than comparable GAAP financial information. Investors are urged to consider these non-GAAP measures in addition to and not in substitute for measures prepared in accordance with GAAP.

Adjusted net income/loss and adjusted earnings/loss per share should not be viewed as an equivalent financial measure to net income/loss or earnings/loss per share. Adjusted net income/loss and adjusted earnings/loss per share exclude certain items that management believes are one-time items or items whose timing or amount cannot be reasonably estimated. The Company believes these adjusted financial measures are a useful supplement to earnings/loss calculated in accordance with GAAP.

Orion defines EBITDA as net income/loss before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is calculated by adjusting EBITDA for certain items that management believes are one-time items or items whose timing or amount cannot be reasonably estimated. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA for the period by contract revenues for the period. The GAAP financial measure that is most directly comparable to EBITDA and Adjusted EBITDA is net income, while the GAAP financial measure that is most directly comparable to Adjusted EBITDA margin is operating margin, which represents operating income divided by contract revenues. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are used internally to evaluate current operating expense, operating efficiency, and operating profitability on a variable cost basis, by excluding the depreciation and amortization expenses, primarily related to capital expenditures and acquisitions, and net interest and tax expenses. Additionally, EBITDA, Adjusted EBITDA and Adjusted EBITDA margin provide useful information regarding the Company's ability to meet future debt service and working capital requirements while providing an overall evaluation of the Company's financial condition. In addition, EBITDA is used internally for incentive compensation purposes. The Company includes EBITDA, Adjusted EBITDA and Adjusted EBITDA margin to provide transparency to investors as they are commonly used by investors and others in assessing performance. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin have certain limitations as analytical tools and should not be used as a substitute for operating margin, net income, cash flows, or other data prepared in accordance with GAAP, or as a measure of the Company's profitability or liquidity.

Forward-Looking Statements

The matters discussed in this press release may constitute or include projections or other forward-looking statements within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, of which provisions the Company is availing itself. Certain forward-looking statements can be identified by the use of forward-looking terminology, such as “believes,” ”expects,” “may,” ”will,” ”could,” ”should,” ”seeks,” ”approximately,” ”intends,” “plans,” ”estimates,” or ”anticipates,” or the negative thereof or other comparable terminology, or by discussions of strategy, plans, objectives, intentions, estimates, forecasts, guidance, outlook, assumptions, or goals. In particular, statements regarding our pipeline of opportunities, achievement of strategic priorities, position for growth, financial guidance and future operations or results, including those set forth in this press release, and any other statement, express or implied, concerning financial guidance or future operating results or the future generation of or ability to generate revenues, income, net income, gross profit, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, or cash flow, including to service debt or maintain compliance with debt covenants, and including any estimates, guidance, forecasts or assumptions regarding future

revenues or revenue growth, are forward-looking statements. Forward-looking statements also include project award announcements, estimated project start dates, ramp-up of contract activity and contract options, which may or may not be awarded in the future. Forward-looking statements involve risks, including those associated with the Company's fixed price contracts that impacts profits, unforeseen productivity delays that may alter the final profitability of the contract, cancellation of the contract by the customer for unforeseen reasons, delays or decreases in funding by the customer, levels and predictability of government funding or other governmental budgetary constraints, and any potential contract options that may or may not be awarded in the future, and are at the sole discretion of award by the customer. Past performance is not necessarily an indicator of future results. Considering these and other uncertainties, the inclusion of forward-looking statements in this press release should not be regarded as a representation by the Company that the Company's plans, estimates, forecasts, goals, intentions, or objectives will be achieved or realized. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to update information contained in this press release whether as a result of new developments or otherwise, except as required by law.

Please refer to the Company's 2025 Annual Report on Form 10-K, filed on March 4, 2026 which is available on its website at www.oriongroupholdingsinc.com or at the SEC's website at www.sec.gov, and filings and press releases subsequent to such Annual Report on Form 10-K for additional and more detailed discussion of risk factors that could cause actual results to differ materially from our current expectations, estimates or forecasts.

Contact:

Margaret Boyce

346-278-3762

mboyce@orn.net

Source: Orion Group Holdings, Inc.

Orion Group Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In Thousands, Except Share and Per Share Information)

(Unaudited)

Three Months Ended

March 31,

2026

2025

Contract revenues

216,301

188,653

Costs of contract revenues

190,422

165,638

Gross profit

25,879

23,015

Selling, general and administrative expenses

26,319

22,545

Amortization of intangible assets

390

—

Gain on disposal of assets, net

(35)

(363)

Operating (loss) income

(795)

833

Other (expense) income:

Interest expense

(1,531)

(2,334)

Other income

161

227

Other expense, net

(1,370)

(2,107)

Loss before income taxes

(2,165)

(1,274)

Income tax (benefit) expense

(6,852)

140

Net income (loss)

4,687

(1,414)

Basic income (loss) per share

0.12

(0.04)

Diluted income (loss) per share

0.12

(0.04)

Shares used to compute income (loss) per share

Basic

40,110,047

39,056,396

Diluted

40,133,155

39,056,396

Orion Group Holdings, Inc. and Subsidiaries

Reconciliation of Adjusted Net Income (Loss)

(In thousands except per share information)

(Unaudited)

Three Months Ended

March 31,

2026

2025

Net income (loss)

4,687

(1,414)

Adjusting items and the tax effects:

Non-cash share-based compensation

1,387

1,123

ERP implementation

605

Severance

—

Process improvement initiatives

—

138

Acquisition and integration costs

1,613

—

Amortization of purchased intangibles

390

—

Tax rate of 23% applied to adjusting items(1)

(798)

(436)

Reversal of the impact of valuation allowances

(5,395)

214

Adjusted net income

1,965

260

Adjusted EPS

0.05

0.01

(1) Items are taxed discretely using the Company's blended tax rate.

Orion Group Holdings, Inc. and Subsidiaries

Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations

(In Thousands, Except Margin Data)

(Unaudited)

Three Months Ended

March 31,

2026

2025

Net income (loss)

4,687

(1,414)

Income tax (benefit) expense

(6,852)

140

Interest expense, net

1,444

2,141

Depreciation and amortization

6,387

5,403

EBITDA(1)

5,666

6,270

Non-cash share-based compensation

1,387

1,123

ERP implementation

605

Severance

—

Process improvement initiatives

—

138

Acquisition and integration costs

1,613

—

Adjusted EBITDA(2)

8,747

8,166

Adjusted EBITDA margin(2)

4.0

4.3

(1) EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization.

(2) Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for non-cash share-based compensation, ERP implementation, severance, process improvement initiatives and acquisition and integration costs. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues.

Orion Group Holdings, Inc. and Subsidiaries

Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations by Segment

(In Thousands, Except Margin Data)

(Unaudited)

For the three months ended March 31, 2026

Marine

Concrete

General Corporate

Consolidated

Contract revenues

110,129

106,172

—

216,301

Operating income (loss)

6,580

7,736

(15,111)

(795)

Other income

—

Depreciation and amortization

4,981

700

706

6,387

EBITDA(1)

11,583

8,436

(14,353)

5,666

Non-cash share-based compensation

335

176

876

1,387

ERP implementation

—

Acquisition and integration costs

—

1,613

Adjusted EBITDA(2)

11,918

8,612

(11,783)

8,747

Adjusted EBITDA margin(2)

10.8

8.1

4.0

For the three months ended March 31, 2025

Marine

Concrete

General Corporate

Consolidated

Contract revenues

127,163

61,490

—

188,653

Operating income (loss)

12,322

1,809

(13,298)

833

Other income

—

Depreciation and amortization

4,378

872

153

5,403

EBITDA(1)

16,700

2,691

(13,121)

6,270

Non-cash share-based compensation

280

752

1,123

ERP implementation

—

605

Severance

—

Process improvement initiatives

138

Adjusted EBITDA(2)

16,980

2,798

(11,612)

8,166

Adjusted EBITDA margin(2)

13.4

4.6

4.3

(1) EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization.

Orion Group Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)

Three months ended March 31,

2026

2025

Cash flows from operating activities

Net income (loss)

4,687

(1,414)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization

4,384

3,175

Amortization of right-of-use ("ROU") operating leases

1,402

2,477

Amortization of ROU finance leases

2,003

2,228

Amortization of deferred debt issuance costs

395

Deferred income taxes

(6,829)

(11)

Share-based compensation

1,387

1,123

Gain on disposal of assets, net

(35)

(363)

Allowance for credit losses

(18)

232

Change in operating assets and liabilities:

Accounts receivable

33,737

(35,266)

Income tax receivable

Inventory

(288)

Prepaid expenses and other

2,627

1,319

Contract assets

(10,457)

20,827

Accounts payable

(13,948)

13,747

Accrued liabilities

(11,779)

(6,174)

Operating lease liabilities

(1,495)

(1,219)

Income tax payable

(14)

Contract liabilities

(630)

(4,615)

Net cash provided by (used in) operating activities

4,925

(3,443)

Cash flows from investing activities:

Proceeds from sale of property and equipment

341

Purchase of property and equipment

(8,575)

(9,033)

Business acquisition, net cash acquired

(44,000)

—

Net cash used in investing activities

(52,515)

(8,692)

Cash flows from financing activities:

Borrowings on credit facilities

53,000

3,047

Payments on credit facilities

(40,000)

(3,148)

Proceeds from term loan

40,000

—

Proceeds from deemed financing obligation

4,221

—

Principal payments on deemed financing obligation

(1,226)

(729)

Loan costs related to credit facilities

(419)

(323)

Payments of finance lease liabilities

(2,507)

(2,517)

Employee stock plans, net activity

(813)

445

Net cash provided by (used in) financing activities

52,256

(3,225)

Net change in cash, cash equivalents and restricted cash

4,666

(15,360)

Cash, cash equivalents and restricted cash at beginning of period

3,285

28,316

Cash, cash equivalents and restricted cash at end of period

7,951

12,956

Orion Group Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In Thousands, Except Share and Per Share Information)

March 31,

December 31,

2026

2025

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

6,254

1,588

Restricted cash

1,697

Accounts receivable:

Trade, net of allowance for credit losses of $3,443 and $3,461, respectively

140,130

175,695

Retainage

54,484

49,194

Income taxes receivable

241

256

Other current

3,648

3,531

Inventory

2,760

2,432

Contract assets

42,633

31,083

Prepaid expenses and other

9,574

12,686

Total current assets

261,421

278,162

Property and equipment, net of accumulated depreciation

125,444

88,210

Operating lease right-of-use assets, net of accumulated amortization

24,391

20,397

Financing lease right-of-use assets, net of accumulated amortization

16,361

18,360

Inventory, non-current

6,484

6,395

Other non-current

2,566

3,128

Goodwill

32,742

—

Intangible Assets

9,314

—

Total assets

478,723

414,652

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Current debt, net of debt issuance costs

5,849

1,789

Accounts payable:

Trade

95,025

107,433

Retainage

1,372

1,699

Accrued liabilities

19,610

31,750

Income taxes payable

275

197

Contract liabilities

52,379

49,104

Current portion of operating lease liabilities

4,698

4,418

Current portion of financing lease liabilities

6,000

7,517

Total current liabilities

185,208

203,907

Long-term debt, net of debt issuance costs

66,336

6,085

Operating lease liabilities

28,314

24,695

Financing lease liabilities

5,461

5,878

Other long-term liabilities

26,736

15,055

Total liabilities

312,055

255,620

Stockholders’ equity:

Accumulated other comprehensive loss

(23)

—

Preferred stock -- $0.01 par value, 10,000,000 authorized, none issued

—

Common stock -- $0.01 par value, 50,000,000 authorized, 41,190,509 and 40,612,139 issued; 40,479,278 and 39,900,908 outstanding at March 31, 2026 and December 31, 2025, respectively

412

406

Treasury stock, 711,231 shares, at cost, as of March 31, 2026 and December 31, 2025, respectively

(6,540)

Additional paid-in capital

229,335

226,369

Retained loss

(56,516)

(61,203)

Total stockholders’ equity

166,668

159,032

Total liabilities and stockholders’ equity

478,723

414,652

Orion Group Holdings, Inc. and Subsidiaries

Guidance – Adjusted EBITDA Reconciliation

(In Thousands)

(Unaudited)

Year Ending

December 31, 2026

Low Estimate

High Estimate

Net income

11,500

15,300

Income tax expense

400

600

Interest expense, net

7,700

Depreciation and amortization

25,400

EBITDA(1)

45,000

49,000

Non-cash share-based compensation

7,200

ERP implementation

1,800

Acquisition and integration costs(2)

—

Adjusted EBITDA(3)

54,000

58,000

(1) EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization.

(2) Amounts related to acquisition and integration costs are not yet available because the purchase accounting for the acquisition is still in process. Accordingly, these amounts have not been included in this reconciliation and will be reflected in a future period once the purchase accounting is finalized.

(3) Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for non-cash share-based compensation, ERP implementation, and acquisition and integration costs.

Orion Group Holdings, Inc. and Subsidiaries

Guidance – Adjusted EPS Reconciliation

(In Thousands except per share information)

(Unaudited)

Year Ending

December 31, 2026

Low Estimate

High Estimate

Net income

11,500

15,300

Adjusting items and the tax effects:

Non-cash share-based compensation

7,200

ERP implementation

1,800

Acquisition and integration costs(1)

—

Amortization of purchased intangibles(1)

—

Tax rate of 23% applied to adjusting items(2)

(2,100)

Reversal of the impact of valuation allowances

(3,700)

(5,000)

Adjusted net income(3)

14,700

17,200

Adjusted EPS(3)

0.36

0.42

(1) Amounts related to acquisition and integration costs and amortization of purchased intangibles are not yet available because the purchase accounting for the acquisition is still in process. Accordingly, these amounts have not been included in this reconciliation and will be reflected in a future period once the purchase accounting is finalized.

(2) Items are taxed discretely using the Company's blended tax rate.

(3) Adjusted net income and Adjusted EPS are non-GAAP measures that represent net income adjusted for non-cash share-based compensation, ERP implementation, acquisition and integration costs and amortization of purchased intangibles.

EX-99.2

Filename: orn-20260428xex99d2.htm · Sequence: 3

Exhibit 99.2

MARINE | CONCRETE | ENGINEERING & CONSULTING

Investor Presentation

April 2026

DISCLAIMER

This presentation contains, and the officers and directors of the Company may from time to time make, statements that

are considered forward looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange

Act of 1934. These forward-looking statements are subject to a number of risks and uncertainties, many of which are

beyond our control, which may include statements about: our business strategy; our financial strategy; our industry

outlook; and our expected margin growth; our pipeline of opportunity; the expected benefits, results, growth and

integration of our acquisition of J.E. McAmis; and our plans, objectives, expectations, forecasts, outlook and intentions. All

of these types of statements, other than statements of historical fact included in this presentation, are forward-looking

statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,”

“should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,”

“continue,” the negative of such terms or other comparable terminology. The forward-looking statements contained in this

presentation are largely based on our expectations, which reflect estimates and assumptions made by our management.

These estimates and assumptions reflect our best judgment based on currently known market conditions and other

factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a

number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future

events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this

presentation are not guarantees of future performance, and we cannot assure any reader that such statements will be

realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those

anticipated or implied in the forward-looking statements due to factors listed in the “Risk Factors” section in our filings with

the U.S. Securities and Exchange Commission and elsewhere in those filings. Additional factors or risks that we currently

deem immaterial, that are not presently known to us or that arise in the future could also cause our actual results to differ

materially from our expected results. Given these uncertainties, investors are cautioned that many of the assumptions

upon which our forward-looking statements are based are likely to change after the date the forward-looking statements

are made. The forward-looking statements speak only as of the date made, and we undertake no obligation to publicly

update or revise any forward-looking statements for any reason, whether as a result of new information, future events or

developments, changed circumstances, or otherwise, notwithstanding any changes in our assumptions, changes in

business plans, actual experience or other changes. These cautionary statements qualify all forward-looking statements

attributable to us or persons acting on our behalf. This presentation may contain the financial measures: adjusted net

income, EBITDA, adjusted EBITDA, and adjusted EPS, which are not calculated in accordance with U.S. GAAP. If presented,

a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measure will be

provided in the Appendix to this presentation.

AT A GLANCE Orion is a leading specialty construction company focused

on mission-critical projects on, over, and under the water

KEY STATISTICS

$852M

2025 Revenue

$45M

2025 Adj. EBITDA

$668M

March 2026 Backlog

~2,000

Employees

Marine

Comprehensive engineering,

construction, jetty &

breakwater construction,

dredging and specialty services

SERVICES

Concrete

Construction services for

commercial, structural, high-rise residential and industrial

SAFETY RECORD AND RECOGNITIONS

$900M - $950M

2026 Revenue Guidance

$54M - $58M

2026 Adj. EBITDA Guidance

World-class safety record

2025 Lost Time Incident Rate

(LTIR): 0.13 vs. industry

average of 2.3

Recognitions

• #2 in Marine Ports (ENR) - 2025

• #15 in Concrete (ENR) - 2025

• NASA Causeway: 2025 ENR

Best Project in the Southeast • CEO Travis Boone named EY

Entrepreneur Of The Year®

2025 Finalist

ORION INVESTMENT APPEALS

Mission critical specialty construction provider with

sustainable competitive advantages 1

Poised to benefit from multiple powerful demand

drivers and a robust, growing $24B pipeline 2

Clear, disciplined strategy built on strengthened

foundation to drive increased value creation 3

Strong balance sheet that provides flexibility for

strategic investment

Experienced management team focused on strategy,

execution and growth

High Barriers to Entry

• Jones Act prohibits foreign competition in the U.S.

marine market • Marine specialty equipment is unique and requires

significant upfront investment to enter the market • Orion owns 1000+ pieces of specialty equipment

with a replacement value of $600M

• Legacy of high customer satisfaction on complex

concrete projects

• Long-standing, deep customer relationships

Why We Win

MISSION-CRITICAL SPECIALTY CONSTRUCTION PROVIDER

WITH COMPETITIVE ADVANTAGES

• Over 100 years of marine and civil engineering experience

• Over 40 years of concrete construction expertise for a

variety of industries • World-class safety record • Excellent reputation for delivering on time, on budget,

with quality

• Creative problem solver leveraging engineering group to

deliver custom solutions

• High-caliber leadership team and skilled workforce driving

disciplined execution and growth

LARGE MARKET OPPORTUNITY WITH STRONG, DIVERSE TAILWINDS

SUPPORTS $24B PIPELINE

$1.2T Infrastructure Act

Multi-year catalyst for public sector projects: transportation

funding, ports, waterways, water infrastructure and bridges

Port Expansion and Maintenance

Larger ships via expanded Panama Canal require upgraded shipping

channels and expanded infrastructure

U.S. Navy Pacific Expansion

U.S. Navy investments in infrastructure

across Pacific to support DOD strategy

Coastal Rehabilitation & Remediation

Increased disaster recovery from regional weather events,

environmental remediation and sea level rise

Energy and Petrochem Security

Investment in domestic energy, LNG, chemical and

petrochemical facilities

Data Center Demand

AI driving need for more data centers and power

generation across US

U.S. Manufacturing Re-Shoring

Tariff and tax incentives driving reshoring initiatives across

the U.S. and demand for new structures

Strong Political Tailwinds

OBBBA and White House directives prioritizing restoration of maritime dominance

with investment in shipyards, vessel upgrades, drydocks

MASSIVE U.S. NAVY OPPORTUNITY IN THE PACIFIC • U.S. Navy is procuring Multiple Award

Construction Contracts for many billions

in infrastructure projects throughout the

Pacific • Scope includes new facilities,

repair/renovation and upgrades to

existing facilities, including

wharves/piers, dredging, aprons, and

• Orion (with our partners) was selected

on several MACC1

contracts, allowing

ORN to compete on future task orders,

limiting competition landscape

Orion anticipates U.S. Navy funding for Pacific Deterrence and shipyard renovations to accelerate and

continue for several years

1. MACC, or ‘Multiple Award Construction Contract’ is Indefinite-Delivery/Indefinite-Quantity (IDIQ) vehicle used by NAVFAC (Naval Facilities Engineering Systems Command) to award construction projects—such as waterfront work,

piers, dredging support, facilities upgrades, utilities, etc.—to a pool of pre-qualified contractors.

• Strategic, accretive M&A

Criteria: • Augment, add or enhance a

capability

• Strategic SMEs or equipment • Geographic expansion

• Disciplined valuation • Earnings accretive

• Capitalize on improving Marine

construction opportunities driven

by multiple tailwinds

• Strong Concrete construction

market in multiple sectors, led by

data centers

CLEAR, DISCIPLINED STRATEGY BUILT ON A STRENGTHENED FOUNDATION

TO DRIVE GROWTH

• Expand geographically and into

adjacent market offerings

• Leverage an investment-light

approach to expansion through

strong client/partner

relationships

Driving organic growth Geographic

Expansion

Disciplined

Operational

Foundation

Strategic

Acquisitions • Focus on high-quality

projects at healthy margins

• Integrate all businesses onto

unified platform to drive

scale and efficiency

• Improve project management

and execution to increase

margins

• Recruit, develop, and retain

highly-skilled talent

Deploy capital to drive profitable organic growth

Maintain leverage ratio <2.5x

Capitalize on strategic opportunities

Structure and execute to maximize long-term

shareholder value

40% savings

Improvement in interest rate on

bank debt(b)

$52M

March 31, 2026 Total Liquidity (c)

Dec 2030

Senior Credit Facility Maturity

a) Net Leverage Ratio calculated as Total Debt less Cash, divided by TTM Adjusted EBITDA

b) Current annual weighted average interest rate for UMB credit agreement is 6.47% compared to the 2025 weighted average interest rate for our previous

senior credit agreement of 10.7%

c) Book cash plus excess availability on Revolving line of credit under the UMB credit agreement

OPTIMIZING CAPITAL DEPLOYMENT FOR FUTURE GROWTH AND

SHAREHOLDER VALUE Capital Deployment Priorities1

1.5x

Net Leverage as of

Mar 31, 2026(a)

Heavy Civil | Jetty & Breakwater | Marine | Environmental • 50 years of experience delivering Federal heavy civil construction--

recognized as jetty construction experts and “go-to” provider in harsh

environments

• Extends and strengthens geographic footprint in Washington, Oregon,

Canada, Florida, Alaska, and Hawaii • Augments Orion’s equipment fleet with strategic, high-value marine

assets, including multiple Jones Act Vessels

• High cultural and values alignment • Consideration paid of $60M, plus additional contingent consideration;

expected to be accretive to adj. EBITDA and margin

• Closed February 3, 2026

Acquisition of J.E. MCAMIS,

Strengthening Marine Capabilities

EXPERIENCED MANAGEMENT TEAM

FOCUSED ON GROWTH AND FINANCIAL PERFORMANCE

Travis Boone, PE

Chief Executive Officer • Transformational leader with significant leadership and

management experience across the civil, utility / pipeline

and commercial building engineering and construction

industries

• Prior to joining Orion, served as Regional Chief Executive

of AECOM (NYSE:ACM)

Travis Boone, PE

Chief Executive Officer

Years of Experience

• Multi-disciplinary finance leader across accounting, tax,

FP&A, treasury, financial systems, investor relations, and

government compliance. • Further experience in mergers, acquisitions and financial

transactions • Former CAO of KBR, Inc. (NYSE:KBR) and previously held

leadership positions within KBR finance organization

Alison Vasquez

Chief Financial Officer

Years of Experience

• Experience spans global legal, compliance, risk

management and oversight across multiple industries

• Further experience in corporate and securities law, M&A,

corporate governance, legal operations, compliance and

contract management • Previous roles have included GC of Newpark Resources

and Bristow Group and executive leadership at Transocean

Chip Earle

General Counsel

Years of Experience

• Senior Vice President of Strategy & Growth since July 2023

• Experience spans project development, business

development leadership, organizational efficiency and

innovative & alternative delivery

• Prior to joining Orion, held leadership positions at AECOM,

most notably as VP of Business Development for ten years

Alan Eckman

Senior Vice President,

Strategy & Growth

Years of Experience

• SVP of Operations since 2019

• Prior experience in implementing cost savings strategies

and project forecasting / controls improvements

• Has held multiple construction, project management

positions with companies including Kiewit and Zachry

Construction

Ardell Allred

Executive Vice President,

Concrete

Years of Experience

• Most recently SVP at Texas Sterling Construction

• Executive-level experience in restructuring, negotiation and

resolution as well as division level management with profit and

loss responsibilities

• Previously held construction and project management

positions at companies including Kiewit, Zachry Construction

Scott Cromack

Executive Vice President,

Marine

Years of Experience

MISSION-CRITICAL MARINE INFRASTRUCTURE PLATFORM ALIGNED WITH

LONG-TERM DEFENSE AND PORT INVESTMENT

Construction

Dredging

Specialty

General construction, restoration, maintenance & repair of ports

and docks, jetty & breakwater, marine pipelines, marine

transportation facilities, bridges and environmental structures

Removal of soil, sand and rock from waterways to enhance and

preserve navigability

Design, salvage, demolition, towing and diving as well as

underwater inspection, excavation, repair and engineering

$545M $480M $80M 14.7%

2025 Revenue December Backlog 2025 Adj. EBITDA 2025 Adj. EBITDA

Margin

Construction solutions spanning port expansion & maintenance, jetty & breakwater,

bridge, causeway and marine infrastructure construction services to customers across

diversified end markets in the U.S., Pacific Islands, Western Canada, and Caribbean

$120M Grand

Bahama Shipyard

contract: building

the first floating dry

docks in Atlantic to

lift the largest

cruise ships in the

world

$460M U.S. Navy

contract to build

submarine dry dock

at Pearl Harbor

2025 Results

Data centers, office buildings and complexes, tilt wall

warehouses, airport facilities, medical facilities, retail

sites, cold storage, and education facilities

High-rise buildings, complexes, and stadiums

Commercial

Structural

Wastewater treatment, tank foundations, site work, and

terminals and manufacturing sites Industrial

Turnkey concrete construction services including place and finish, site work,

layout, forming and rebar for clients across manufacturing, data center,

institutional, industrial, commercial construction, and multi-family construction

end markets with hubs in Texas, Florida, and Arizona

DIVERSIFIED CONCRETE CAPABILITIES ALIGNED WITH DATA CENTER, INDUSTRIAL

AND COMMERCIAL GROWTH

Data centers

and campuses

High Rise

Buildings

50+

2025 Results

$307M $160M $12M 3.9%

2025 Revenue December Backlog 2025 Adj. EBITDA 2025 Adj. EBITDA

Margin

FINANCIAL PERFORMANCE

$17

$23 $24

$42

2021 2022 2023 2024 2025 2026E

Adjusted EBITDA

$45

$56

HISTORICAL ANNUAL FINANCIAL SUMMARY ($ in millions)

$601

$748 $712

$796

$852

$925

2021 2022 2023 2024 2025 2026E

Revenue

2021 Guidance

Midpoint

Guidance

Midpoint • 2026 Revenue guidance midpoint signals expected growth

• 2026 Revenue guidance represents 54% growth since 2021

• 9% CAGR from 2021-2026

• 2026 Adjusted EBITDA guidance more than triples from 2021

• Adjusted EBITDA guidance represents 27% CAGR from 2021-2026

FIRST QUARTER 2026 RESULTS

Q1 2026 Q1 2025 Growth

Revenue $216M $189M 15%

GAAP EPS $0.12 ($0.04) +$0.16

Adjusted EBITDA $8.7M $8.2M 7%

Adjusted EPS $0.05 $0.01 +$0.04

Adjusted EBITDA Margin 4.0% 4.3% __

RECORD $24B OPPORTUNITY PIPELINE TO SUPPORT FUTURE GROWTH

$5B

$7B

$12B

$0-$50M $50M-$200M $200M+

Total Pipeline by Anticipated Opportunity Size

75%

25%

Total Pipeline by Sector

Public

Private

Total Pipeline by Segment

Marine

Concrete 10%

90%

$8B $8B $8B

2026 2027 Beyond

Total Pipeline by Anticipated Award Date

FISCAL YEAR 2026 GUIDANCE (AS OF APRIL 28, 2026)

FY2026

Revenue $900M to $950M, a 9% annual increase at the midpoint

Adjusted EBITDA $54M to $58M, a 24% annual increase at the midpoint

Adjusted EPS $0.36 to $0.42, a 56% annual increase at the midpoint

Capex $25M to $35M

100

200

300

400

500

600

700

800

900

1000

New management

joined Orion

RECENT EVOLUTION OF BACKLOG

BACKLOG

($ in millions)

RECENT WINS

Manufacturing Facilities USACE Sargent Beach Jetty and

Beach Renourishment Project

Bridge Replacement Terminal Wharf Expansion Contract in Texas

APPENDIX

VALUED PARTNER TO HIGHLY DIVERSIFIED CUSTOMER BASE

ENERGY DATA CENTERS GOVERNMENT OTHER

Long-tenured relationships with customers across federal, state & local government and private enterprise

NON-GAAP SUPPLEMENTAL INFORMATION

Orion Group Holdings, Inc. and Subsidiaries

Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations

(In Thousands, Except Margin Data)

(Unaudited)

Three Months Ended

March 31,

2026 2025 Net income (loss) $ 4,687 $ (1,414)

Income tax (benefit) expense (6,852) 140

Interest expense, net 1,444 2,141

Depreciation and amortization 6,387 5,403

EBITDA(1) 5,666 6,270

Non-cash share-based compensation 1,387 1,123

ERP implementation 81 605

Severance — 30

Process improvement initiatives — 138

Acquisition and integration costs 1,613 —

Adjusted EBITDA(2) $ 8,747 $ 8,166

Adjusted EBITDA margin(2) 4.0 % 4.3 % (1) EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization.

(2) Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for non-cash share-based compensation, ERP implementation,

severance, process improvement initiatives and acquisition and integration costs. Adjusted EBITDA margin is a non-GAAP measure

calculated by dividing Adjusted EBITDA by contract revenues.

NON-GAAP SUPPLEMENTAL INFORMATION

Orion Group Holdings, Inc. and Subsidiaries

Reconciliation of Adjusted Net Income (Loss)

(In thousands except per share information)

(Unaudited)

Three Months Ended

March 31,

2026 2025

Net income (loss) $ 4,687 $ (1,414)

Adjusting items and the tax effects:

Non-cash share-based compensation 1,387 1,123

ERP implementation 81 605

Severance — 30

Process improvement initiatives — 138

Acquisition and integration costs 1,613 —

Amortization of purchased intangibles 390 —

Tax rate of 23% applied to adjusting items(1) (798) (436)

Reversal of the impact of valuation allowances (5,395) 214

Adjusted net income $ 1,965 $ 260

Adjusted EPS $ 0.05 $ 0.01

(1) Items are taxed discretely using the Company's blended tax rate.

NON-GAAP SUPPLEMENTAL INFORMATION

For the three months ended March 31, 2026

Marine Concrete

General

Corporate Consolidated

Contract revenues $ 110,129 $ 106,172 $ - $ 216,301

Operating income (loss) 6,580 7,736 (15,111) (795)

Other income 22 — 52 74

Depreciation and amortization 4,981 700 706 6,387

EBITDA(1) 11,583 8,436 (14,353) 5,666

Non-cash share-based

compensation 335 176 876 1,387

ERP implementation — — 81 81

Acquisition and integration costs — — 1,613 1,613

Adjusted EBITDA(2) $ 11,918 $ 8,612 $ (11,783) $ 8,747

Adjusted EBITDA margin(2) 10.8 % 8.1 % 4.0 %

For the three months ended March 31, 2025

Marine Concrete

General

Corporate Consolidated

Contract revenues $ 127,163 $ 61,490 $ - $ 188,653

Operating income (loss) 12,322 1,809 (13,298) 833

Other income — 10 24 34

Depreciation and amortization 4,378 872 153 5,403

EBITDA(1) 16,700 2,691 (13,121) 6,270

Non-cash share-based

compensation 280 91 752 1,123

ERP implementation — — 605 605

Severance — 16 14 30

Process improvement initiatives 138 138

Adjusted EBITDA(2) $ 16,980 $ 2,798 $ (11,612) $ 8,166

Adjusted EBITDA margin(2) 13.4 % 4.6 % 4.3 %

(1) EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization.

(2) Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for non-cash share-based compensation, ERP implementation,

severance, process improvement initiatives and acquisition and integration costs. Adjusted EBITDA margin is a non-GAAP measure

calculated by dividing Adjusted EBITDA by contract revenues.

Orion Group Holdings, Inc. and Subsidiaries

Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations

(In Thousands, Except Margin Data)

(Unaudited)

NON-GAAP SUPPLEMENTAL INFORMATION

Orion Group Holdings, Inc. and Subsidiaries

Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations

(In Thousands, Except Margin Data)

(Unaudited)

Year Ending December 31,

2021 2022 2023 2024 2025

Net (loss) income $ (14,560) $ (12,612) $ (17,875) $ (1,644) $ 2,488

Income tax expense 502 429 330 348 419

Interest expense, net 4,940 4,352 11,556 13,174 8,223

Depreciation and amortization 25,430 24,057 23,878 22,765 22,262

EBITDA(1) 16,312 16,226 17,889 34,643 33,392

Non-cash share-based compensation 2,401 2,754 2,042 4,009 5,450

Net gain on Port Lavaca South Yard property sale — — (5,202) — —

ERP implementation 4,925 1,867 1,378 2,129 1,367

Professional fees related to management

transition — 1,118 — — —

Severance 96 948 809 104 620

Intangible asset impairment loss — — 6,890 — —

Process improvement initiatives — — — 982 138

Acquisition and integration — — — — 494

Loss on extinguishment of debt — — — — 3,777

Net gain on Tampa property sale (6,435) — — — —

Adjusted EBITDA(2) $ 17,299 $ 22,913 $ 23,806 $ 41,867 $ 45,238

Adjusted EBITDA margin(2) 2.9 % 3.1 % 5.3 % 5.3 % 5.3 %

(1) EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization.

(2) Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for non-cash share-based compensation, net gain on Port Lavaca

South Yard property sale, ERP implementation, professional fees related to management transition, severance, intangible impairment loss,

process improvement initiatives, acquisition and integration, loss on extinguishment of debt and net gain on Tampa property sale.

Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues.

NON-GAAP SUPPLEMENTAL INFORMATION

Orion Group Holdings, Inc. and Subsidiaries

Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations

(In Thousands, Except Margin Data)

(Unaudited)

For the three months ended June 30, 2025

Marine Concrete

General

Corporate Consolidated

Contract revenues $ 135,302 $ 69,984 $ - $ 205,286

Operating income (loss) 13,661 2,593 (12,822) 3,432

Other income — 1 23 24

Depreciation and amortization 4,226 858 147 5,231

EBITDA(1) 17,887 3,452 (12,652) 8,687

Non-cash share-based

compensation 242 133 1,144 1,519

ERP implementation — — 225 225

Severance — — 547 547

Adjusted EBITDA(2) $ 18,129 $ 3,585 $ (10,736) $ 10,978

Adjusted EBITDA margin(2) 13.4 % 5.1 % 5.3 %

For the three months ended September 30, 2025

Marine Concrete

General

Corporate Consolidated

Contract revenues $ 142,944 $ 82,154 $ - $ 225,098

Operating income (loss) 19,444 481 (14,604) 5,321

Other income 100 2 109 211

Depreciation and amortization 4,404 811 677 5,892

EBITDA(1) 23,948 1,294 (13,818) 11,424

Non-cash share-based

compensation 303 179 894 1,376

ERP implementation — — 301 301

Severance — — 31 31

Adjusted EBITDA(2) $ 24,251 $ 1,473 $ (12,592) $ 13,132

Adjusted EBITDA margin(2) 17.0 % 1.8 % 5.8 %

NON-GAAP SUPPLEMENTAL INFORMATION

Orion Group Holdings, Inc. and Subsidiaries

Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations

(In Thousands, Except Margin Data)

(Unaudited)

For the three months ended December 31, 2025

Marine Concrete

General

Corporate Consolidated

Contract revenues $ 139,422 $ 93,801 $ - $ 233,223

Operating income (loss) 16,282 3,273 (14,530) 5,025

Loss on extinguishment of debt — — (3,777) (3,777)

Other income — 1 26 27

Depreciation and amortization 4,304 738 694 5,736

EBITDA(1) 20,586 4,012 (17,587) 7,011

Non-cash share-based

compensation 348 181 903 1,432

ERP implementation — — 236 236

Severance — — 12 12

Acquisition and integration costs — — 494 494

Loss on extinguishment of debt — — 3,777 3,777

Adjusted EBITDA(2) $ 20,934 $ 4,193 $ (12,165) $ 12,962

Adjusted EBITDA margin(2) 15.0 % 4.5 % 5.6 %

For the year ended December 31, 2025

Marine Concrete

General

Corporate Consolidated

Contract revenues $ 544,831 $ 307,429 $ - $ 852,260

Operating income (loss) 61,709 8,156 (55,254) 14,611

Loss on extinguishment of debt — — (3,777) (3,777)

Other income 100 14 182 296

Depreciation and amortization 17,312 3,279 1,671 22,262

EBITDA(1) 79,121 11,449 (57,178) 33,392

Non-cash share-based compensation 1,173 584 3,693 5,450

ERP implementation — — 1,367 1,367

Severance — 16 604 620

Process improvement initiatives — — 138 138

Acquisition and integration costs — — 494 494

Loss on extinguishment of debt — — 3,777 3,777

Adjusted EBITDA(2) $ 80,294 $ 12,049 $ (47,105) $ 45,238

Adjusted EBITDA margin(2) 14.7% % 3.9% % 5.3% %

(1) EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization.

(2) Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for non-cash share-based compensation, ERP implementation,

severance, process improvement initiatives, acquisition and integration costs and loss on extinguishment of debt. Adjusted EBITDA margin

is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues.

NON-GAAP SUPPLEMENTAL INFORMATION

Orion Group Holdings, Inc. and Subsidiaries

Guidance – Adjusted EBITDA Reconciliation

(In Thousands)

(Unaudited)

Year Ending

December 31, 2026

Low Estimate High Estimate

Net income $ 11,500 $ 15,300

Income tax expense 400 600

Interest expense, net 7,700 7,700

Depreciation and amortization 25,400 25,400

EBITDA(1) 45,000 49,000

Non-cash share-based compensation 7,200 7,200

ERP implementation 1,800 1,800

Acquisition and integration costs(2)

— —

Adjusted EBITDA(3) $ 54,000 $ 58,000

(1) EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization.

(2) Amounts related to acquisition and integration costs are not yet available because the purchase accounting for the acquisition is still

in process. Accordingly, these amounts have not been included in this reconciliation and will be reflected in a future period once the

purchase accounting is finalized.

(3) Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for share-based compensation, ERP implementation, and

acquisition and integration costs.

NON-GAAP SUPPLEMENTAL INFORMATION

Orion Group Holdings, Inc. and Subsidiaries

Guidance – Adjusted EPS Reconciliation

(In Thousands except per share information)

(Unaudited)

Year Ending

December 31, 2026

Low Estimate High Estimate

Net income $ 11,500 $ 15,300

Adjusting items and the tax effects:

Non-cash share-based compensation 7,200 7,200

ERP implementation 1,800 1,800

Acquisition and integration costs(1)

— —

Amortization of purchased intangibles(1)

— —

Tax rate of 23% applied to adjusting items(2) (2,100) (2,100)

Reversal of the impact of valuation allowances (3,700) (5,000)

Adjusted net income(3) $ 14,700 $ 17,200

Adjusted EPS(3) $ 0.36 $ 0.42

(1) Amounts related to acquisition and integration costs and amortization of purchased intangibles are not yet available because the

purchase accounting for the acquisition is still in process. Accordingly, these amounts have not been included in this reconciliation

and will be reflected in a future period once the purchase accounting is finalized.

(2) Items are taxed discretely using the Company's blended tax rate.

(3) Adjusted net income and Adjusted EPS are non-GAAP measures that represent net income adjusted for share-based compensation,

ERP implementation, acquisition and integration costs and amortization of purchased intangibles.

GRAPHIC

Filename: orn-20260428xex99d1001.jpg · Sequence: 4

Binary file (6891 bytes)

Download orn-20260428xex99d1001.jpg

GRAPHIC

Filename: orn-20260428xex99d2g001.jpg · Sequence: 5

Binary file (79997 bytes)

Download orn-20260428xex99d2g001.jpg

GRAPHIC

Filename: orn-20260428xex99d2g002.jpg · Sequence: 6

Binary file (247062 bytes)

Download orn-20260428xex99d2g002.jpg

GRAPHIC

Filename: orn-20260428xex99d2g003.jpg · Sequence: 7

Binary file (101816 bytes)

Download orn-20260428xex99d2g003.jpg

GRAPHIC

Filename: orn-20260428xex99d2g004.jpg · Sequence: 8

Binary file (144706 bytes)

Download orn-20260428xex99d2g004.jpg

GRAPHIC

Filename: orn-20260428xex99d2g005.jpg · Sequence: 9

Binary file (122099 bytes)

Download orn-20260428xex99d2g005.jpg

GRAPHIC

Filename: orn-20260428xex99d2g006.jpg · Sequence: 10

Binary file (149671 bytes)

Download orn-20260428xex99d2g006.jpg

GRAPHIC

Filename: orn-20260428xex99d2g007.jpg · Sequence: 11

Binary file (198495 bytes)

Download orn-20260428xex99d2g007.jpg

GRAPHIC

Filename: orn-20260428xex99d2g008.jpg · Sequence: 12

Binary file (122059 bytes)

Download orn-20260428xex99d2g008.jpg

GRAPHIC

Filename: orn-20260428xex99d2g009.jpg · Sequence: 13

Binary file (101882 bytes)

Download orn-20260428xex99d2g009.jpg

GRAPHIC

Filename: orn-20260428xex99d2g010.jpg · Sequence: 14

Binary file (172926 bytes)

Download orn-20260428xex99d2g010.jpg

GRAPHIC

Filename: orn-20260428xex99d2g011.jpg · Sequence: 15

Binary file (176088 bytes)

Download orn-20260428xex99d2g011.jpg

GRAPHIC

Filename: orn-20260428xex99d2g012.jpg · Sequence: 16

Binary file (180830 bytes)

Download orn-20260428xex99d2g012.jpg

GRAPHIC

Filename: orn-20260428xex99d2g013.jpg · Sequence: 17

Binary file (181750 bytes)

Download orn-20260428xex99d2g013.jpg

GRAPHIC

Filename: orn-20260428xex99d2g014.jpg · Sequence: 18

Binary file (151111 bytes)

Download orn-20260428xex99d2g014.jpg

GRAPHIC

Filename: orn-20260428xex99d2g015.jpg · Sequence: 19

Binary file (80622 bytes)

Download orn-20260428xex99d2g015.jpg

GRAPHIC

Filename: orn-20260428xex99d2g016.jpg · Sequence: 20

Binary file (61503 bytes)

Download orn-20260428xex99d2g016.jpg

GRAPHIC

Filename: orn-20260428xex99d2g017.jpg · Sequence: 21

Binary file (61379 bytes)

Download orn-20260428xex99d2g017.jpg

GRAPHIC

Filename: orn-20260428xex99d2g018.jpg · Sequence: 22

Binary file (66135 bytes)

Download orn-20260428xex99d2g018.jpg

GRAPHIC

Filename: orn-20260428xex99d2g019.jpg · Sequence: 23

Binary file (125442 bytes)

Download orn-20260428xex99d2g019.jpg

GRAPHIC

Filename: orn-20260428xex99d2g020.jpg · Sequence: 24

Binary file (222488 bytes)

Download orn-20260428xex99d2g020.jpg

GRAPHIC

Filename: orn-20260428xex99d2g021.jpg · Sequence: 25

Binary file (139593 bytes)

Download orn-20260428xex99d2g021.jpg

GRAPHIC

Filename: orn-20260428xex99d2g022.jpg · Sequence: 26

Binary file (82115 bytes)

Download orn-20260428xex99d2g022.jpg

GRAPHIC

Filename: orn-20260428xex99d2g023.jpg · Sequence: 27

Binary file (82751 bytes)

Download orn-20260428xex99d2g023.jpg

GRAPHIC

Filename: orn-20260428xex99d2g024.jpg · Sequence: 28

Binary file (121655 bytes)

Download orn-20260428xex99d2g024.jpg

GRAPHIC

Filename: orn-20260428xex99d2g025.jpg · Sequence: 29

Binary file (120176 bytes)

Download orn-20260428xex99d2g025.jpg

GRAPHIC

Filename: orn-20260428xex99d2g026.jpg · Sequence: 30

Binary file (102547 bytes)

Download orn-20260428xex99d2g026.jpg

GRAPHIC

Filename: orn-20260428xex99d2g027.jpg · Sequence: 31

Binary file (130385 bytes)

Download orn-20260428xex99d2g027.jpg

GRAPHIC

Filename: orn-20260428xex99d2g028.jpg · Sequence: 32

Binary file (85808 bytes)

Download orn-20260428xex99d2g028.jpg

GRAPHIC

Filename: orn-20260428xex99d2g029.jpg · Sequence: 33

Binary file (88991 bytes)

Download orn-20260428xex99d2g029.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 38

v3.26.1

Document and Entity Information

Apr. 28, 2026

Document and Entity Information [Abstract]

Document Type

8-K

Document Period End Date

Apr. 28, 2026

Entity File Number

1-33891

Entity Registrant Name

ORION GROUP HOLDINGS, INC.

Entity Incorporation, State or Country Code

Entity Tax Identification Number

26-0097459

Entity Address, Address Line One

2940 Riverby Road,

Entity Address, Adress Line Two

Suite 400

Entity Address, City or Town

Houston

Entity Address, State or Province

Entity Address, Postal Zip Code

77020

City Area Code

713

Local Phone Number

852-6500

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common stock, $0.01 par value per share

Trading Symbol

ORN

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

Entity Central Index Key

0001402829

Amendment Flag

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- References

No definition available.

+ Details

Name:

orn_DocumentAndEntityInformationAbstract

Namespace Prefix:

orn_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration