Form 8-K

8-K — Orion Group Holdings Inc

Accession: 0001402829-26-000044

Filed: 2026-07-29

Period: 2026-07-28

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-20260728x8k.htm (Primary)

EX-99.1 (orn-20260728xex99d1.htm)

EX-99.2 (orn-20260728xex99d2.htm)

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8-K

8-K (Primary)

Filename: orn-20260728x8k.htm · Sequence: 1

ORION GROUP HOLDINGS, INC._ July 28, 2026

0001402829false00014028292026-07-282026-07-28

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): July 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 July 28, 2026, Orion Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 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 July 29, 2026, the Company posted the second 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 July 28, 2026.

99.2

Investor Presentation, dated July 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 July 28, 2026.

99.2

Investor Presentation, dated July 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: July 29, 2026

By:

/s/ Travis J. Boone

President and Chief Executive Officer

EX-99.1

Filename: orn-20260728xex99d1.htm · Sequence: 2

Exhibit 99.1

ORION GROUP HOLDINGS REPORTS

SECOND QUARTER 2026 RESULTS

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

June 30, 2026, and updated its full-year 2026 outlook.

Highlights for the quarter ended June 30, 2026

●Revenue of $221.9 million, GAAP net loss of $4.1 million, or $0.10 per diluted share, Adjusted EBITDA of $7.9 million and Adjusted EPS of $0.02 per diluted share

●Booked awards and change orders of $277 million; book-to-bill of 1.25X in the quarter

●Reset full-year 2026 guidance

“In the quarter, Orion delivered solid year-over-year revenue growth and project bookings, reflecting favorable demand in our end markets. Our confidence in the long-term opportunities across our Marine and Concrete businesses remains robust, and our pipeline of opportunities has grown to approximately $27 billion. Recent awards across both of our businesses reinforce our competitive position in attractive end markets, spanning defense infrastructure, port and transportation infrastructure, data centers, healthcare and advanced manufacturing. With a growing opportunity pipeline, expanded capabilities, and an outstanding team delivering projects that matter, our conviction in Orion's long-term growth trajectory is strong,” said Travis Boone, Chief Executive Officer of Orion.

“Our Concrete business posted excellent results reporting over 30% revenue growth and over 45% adjusted EBITDA growth in the quarter benefitting from expansion of site civil services, favorable utilization and solid execution. Marine contract revenue and adjusted EBITDA were down primarily due to the timing of project start-ups and lower equipment utilization, and we have reset our full year 2026 guidance accordingly. Today, we have strong visibility into the remainder of the year with nearly 90% of Marine work under contract and strong Concrete momentum to achieve our updated guidance,” concluded Boone.

Second Quarter 2026 Results

Amounts in the table are in millions, except per share information

Quarter Ended

June 30,

2026

2025

Revenue

221.9

205.3

GAAP Net (Loss) Income

(4.1)

0.8

GAAP Earnings Per Share (“EPS”)

(0.10)

0.02

Adjusted EBITDA

7.9

11.0

Adjusted EPS

0.02

0.07

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

Contract revenues of $221.9 million in the second quarter of 2026 increased $16.6 million, or 8%, from $205.3 million in the second quarter of last year. The increase was driven by the Concrete segment, reflecting strong demand, new project awards and higher volumes. This increase was partially offset by a reduction in Marine revenue, primarily attributable to the timing of project start-ups due to client-related issues such as site readiness and timing of delivery of client-provided materials.

Gross profit was $22.9 million in the second quarter of 2026, a decrease of $2.9 million, or 11%, from $25.8 million in the second quarter of 2025. The decrease was primarily driven by lower Marine volume and equipment utilization. The decrease was partially offset by favorable project execution within the Concrete segment.

Selling, general and administrative expenses were $24.4 million for the second quarter of 2026, up from $22.8 million in the second quarter of last year, primarily attributable to costs to support business growth.

GAAP net loss for the quarter ended June 30, 2026 was $4.1 million, or $0.10 per diluted share, compared to net income of $0.8 million, or $0.02 per diluted share, in the second quarter of last year.

Adjusted EBITDA for the second quarter of 2026 was $7.9 million, compared to $11.0 million in the second quarter of 2025.

Backlog

Amounts in the table are in millions

June 30,

December 31,

2026

2025

Marine

554

480

Concrete

168

160

Total

722

640

Second quarter 2026 backlog included approximately $277 million in new awards. Second quarter Marine awards included a major port terminal expansion project, a large dredging project and a jetty rehabilitation project. Recent Concrete awards included several data centers and expanded site work as well as healthcare and advanced manufacturing.

Balance Sheet Update

As of June 30, 2026, working capital was $92 million, including unrestricted cash and cash equivalents of $2.5 million. Total debt outstanding was $99 million, with $76 million of outstanding borrowings under the UMB Credit Facility.

Guidance

The following forward-looking guidance reflects the Company’s current expectations and beliefs as of July 28, 2026, and is subject to change. The following statements apply only as of the date of this press release and are expressly qualified in their entirety by the cautionary statements included elsewhere in this press release.

The Company provided the following revised guidance for the full year 2026:

In millions, except per share amounts and percentages

Revised Estimated Range for Full-Year Ended

December 31, 2026

Low

High

Annual Growth

Estimate

at Midpoint

Guidance

Revenue

900

950

No Change

Adjusted EBITDA

$54-$58

Adjusted EPS

0.23

0.30

$0.36-$0.42

Capital Expenditures

—

No Change

Conference Call Details

Orion Group Holdings will host a conference call to discuss the second quarter 2026 financial results at 9:00 a.m. Eastern Time/8:00 a.m. Central Time on Wednesday, July 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 determined by methods other than in accordance with U.S. generally accepted accounting principles (“GAAP”) and are “non-GAAP financial measures” under rules of the U.S. 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, such as non-cash share-based compensation, enterprise resource planning implementation, severance, process improvement initiatives and acquisition and integration costs. 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

Six Months Ended

June 30,

2026

2025

2026

2025

Contract revenues

221,878

205,286

438,179

393,939

Costs of contract revenues

198,951

179,489

389,373

345,127

Gross profit

22,927

25,797

48,806

48,812

Selling, general and administrative expenses

24,395

22,774

51,104

45,319

Gain on disposal of assets, net

(153)

(409)

(188)

(772)

Operating (loss) income

(1,315)

3,432

(2,110)

4,265

Other (expense) income:

Interest expense

(2,505)

(2,920)

(4,036)

(5,254)

Other income

149

117

310

344

Other expense, net

(2,356)

(2,803)

(3,726)

(4,910)

(Loss) income before income taxes

(3,671)

629

(5,836)

(645)

Income tax expense (benefit)

474

(212)

(6,378)

(72)

Net (loss) income

(4,145)

841

542

(573)

Basic (loss) income per share

(0.10)

0.02

0.01

(0.01)

Diluted (loss) income per share

(0.10)

0.02

0.01

(0.01)

Shares used to compute (loss) income per share

Basic

40,479,053

39,765,051

40,295,569

39,412,681

Diluted

40,479,053

39,791,164

40,325,118

39,412,681

Orion Group Holdings, Inc. and Subsidiaries

Reconciliation of Adjusted Net (Loss) Income

(In Thousands, Except Per Share Information)

(Unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Net (loss) income

(4,145)

841

542

(573)

Adjusting items and the tax effects:

Non-cash share-based compensation

2,006

1,519

3,393

2,642

Enterprise resource planning (“ERP”) implementation

225

135

830

Severance

—

547

—

577

Process improvement initiatives

—

138

Acquisition and integration costs

—

1,634

—

Amortization of purchased intangibles

395

—

785

—

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

(570)

(527)

(1,368)

(963)

Reversal of the impact of valuation allowances

3,208

(2,187)

290

Adjusted net income

969

2,681

2,934

2,941

Adjusted EPS

0.02

0.07

(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

Six Months Ended

June 30,

2026

2025

2026

2025

Net (loss) income

(4,145)

841

542

(573)

Income tax expense (benefit)

474

(212)

(6,378)

(72)

Interest expense, net

2,449

2,827

3,893

4,968

Depreciation and amortization

7,004

5,231

13,391

10,634

EBITDA(1)

5,782

8,687

11,448

14,957

Non-cash share-based compensation

2,006

1,519

3,393

2,642

ERP implementation

225

135

830

Severance

—

547

—

577

Process improvement initiatives

—

138

Acquisition and integration costs

—

1,634

—

Adjusted EBITDA(2)

7,863

10,978

16,610

19,144

Adjusted EBITDA margin(2)

3.5

5.3

3.8

4.9

(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 June 30, 2026

Marine

Concrete

General Corporate

Consolidated

Contract revenues

130,842

91,036

—

221,878

Operating income (loss)

7,701

4,199

(13,215)

(1,315)

Other income

—

Depreciation and amortization

5,525

767

712

7,004

EBITDA(1)

13,300

4,966

(12,484)

5,782

Non-cash share-based compensation

509

258

1,239

2,006

ERP implementation

—

Acquisition and integration costs

—

Adjusted EBITDA(2)

13,809

5,224

(11,170)

7,863

Adjusted EBITDA margin(2)

10.6

5.7

3.5

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

—

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

Severance

—

547

Adjusted EBITDA(2)

18,129

3,585

(10,736)

10,978

Adjusted EBITDA margin(2)

13.4

5.1

5.3

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

Orion Group Holdings, Inc. and Subsidiaries

Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations by Segment

(In Thousands, Except Margin Data)

(Unaudited)

For the Six Months Ended June 30, 2026

Marine

Concrete

General Corporate

Consolidated

Contract revenues

240,971

197,208

—

438,179

Operating income (loss)

14,281

11,935

(28,326)

(2,110)

Other income

—

167

Depreciation and amortization

10,506

1,467

1,418

13,391

EBITDA(1)

24,883

13,402

(26,837)

11,448

Non-cash share-based compensation

844

434

2,115

3,393

ERP implementation

—

135

Acquisition and integration costs

—

1,634

Adjusted EBITDA(2)

25,727

13,836

(22,953)

16,610

Adjusted EBITDA margin(2)

10.7

7.0

3.8

For the Six Months Ended June 30, 2025

Marine

Concrete

General Corporate

Consolidated

Contract revenues

262,465

131,474

—

393,939

Operating income (loss)

25,983

4,402

(26,120)

4,265

Other income

—

Depreciation and amortization

8,604

1,730

300

10,634

EBITDA(1)

34,587

6,143

(25,773)

14,957

Non-cash share-based compensation

522

224

1,896

2,642

ERP implementation

—

830

Severance

—

561

577

Process improvement initiatives

—

138

Adjusted EBITDA(2)

35,109

6,383

(22,348)

19,144

Adjusted EBITDA margin(2)

13.4

4.9

(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)

Six Months Ended June 30,

2026

2025

Cash flows from operating activities

Net income (loss)

542

(573)

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

Depreciation and amortization

9,834

6,886

Amortization of right-of-use (“ROU”) operating leases

2,860

4,848

Amortization of ROU finance leases

3,723

4,360

Non-cash interest expense on seller note

630

—

Deferred income taxes

(6,117)

Share-based compensation

3,393

2,642

Gain on disposal of assets, net

(189)

(772)

Allowance for credit losses

(77)

544

Change in operating assets and liabilities:

Accounts receivable

55,302

(71,339)

Income tax receivable

(362)

(392)

Inventory

(440)

819

Prepaid expenses and other

2,546

312

Contract assets

(43,692)

33,456

Accounts payable

(18,743)

13,636

Accrued liabilities

(5,829)

(1,141)

Operating lease liabilities

(3,101)

(3,179)

Income tax payable

(43)

(505)

Contract liabilities

(12,936)

1,391

Net cash used in operating activities

(12,699)

(9,005)

Cash flows from investing activities:

Proceeds from sale of property and equipment

683

1,189

Purchase of property and equipment

(20,108)

(16,165)

Business acquisition, net cash acquired

(42,871)

—

Net cash used in investing activities

(62,296)

(14,976)

Cash flows from financing activities:

Borrowings on credit facilities

121,000

77,007

Payments on credit facilities

(85,000)

(67,212)

Proceeds from term loan

41,991

—

Proceeds from deemed financing obligation

6,073

—

Principal payments on deemed financing obligation

(1,816)

(7,204)

Loan costs related to credit facilities

(419)

(323)

Payments of finance lease liabilities

(4,858)

(5,316)

Employee stock plans, net activity

(1,037)

445

Net cash provided by (used in) financing activities

75,934

(2,603)

Net change in cash, cash equivalents and restricted cash

939

(26,584)

Cash, cash equivalents and restricted cash at beginning of period

3,285

28,316

Cash, cash equivalents and restricted cash at end of period

4,224

1,732

Orion Group Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In Thousands, Except Share and Per Share Information)

June 30,

December 31,

2026

2025

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

2,527

1,588

Restricted cash

1,697

Accounts receivable:

Trade, net of allowance for credit losses of $3,146 and $3,461, respectively

113,317

175,695

Retainage

58,370

49,194

Income taxes receivable

619

256

Other current

5,049

3,531

Inventory

2,546

2,432

Contract assets

75,868

31,083

Prepaid expenses and other

8,817

12,686

Total current assets

268,810

278,162

Property and equipment, net of accumulated depreciation

129,629

88,210

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

23,270

20,397

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

22,430

18,360

Inventory, non-current

6,720

6,395

Other non-current

3,287

3,128

Goodwill

35,139

—

Intangible assets, net of accumulated amortization

6,955

—

Total assets

496,240

414,652

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Current debt, net of debt issuance costs

6,203

1,789

Accounts payable:

Trade

92,379

107,433

Retainage

1,496

1,699

Accrued liabilities

21,084

31,750

Income taxes payable

154

197

Contract liabilities

41,859

49,104

Current portion of operating lease liabilities

4,293

4,418

Current portion of financing lease liabilities

9,352

7,517

Total current liabilities

176,820

203,907

Long-term debt, net of debt issuance costs

92,959

6,085

Operating lease liabilities

27,592

24,695

Financing lease liabilities

8,379

5,878

Other long-term liabilities

26,033

15,055

Total liabilities

331,783

255,620

Stockholders’ equity:

Accumulated other comprehensive income

129

—

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

—

Common stock -- $0.01 par value, 50,000,000 authorized, 41,206,521 and 40,612,139 issued; 40,495,290 and 39,900,908 outstanding at June 30, 2026 and December 31, 2025, respectively

412

406

Treasury stock, 711,231 shares, at cost, as of June 30, 2026 and December 31, 2025, respectively

(6,540)

Additional paid-in capital

231,117

226,369

Retained loss

(60,661)

(61,203)

Total stockholders’ equity

164,457

159,032

Total liabilities and stockholders’ equity

496,240

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

6,600

10,600

Income tax benefit

(5,400)

Interest expense, net

8,900

Depreciation and amortization

29,900

EBITDA(1)

40,000

44,000

Non-cash share-based compensation

7,300

ERP implementation

1,100

Acquisition and integration costs

1,600

Adjusted EBITDA(2)

50,000

54,000

(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, 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

6,600

10,600

Adjusting items and the tax effects:

Non-cash share-based compensation

7,300

ERP implementation

1,100

Acquisition and integration costs

1,600

Amortization of purchased intangibles

2,000

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

(2,800)

Reversal of the impact of valuation allowances

(6,700)

(7,600)

Adjusted net income(2)

9,100

12,200

Adjusted EPS(2)

0.23

0.30

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

(2) 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-20260728xex99d2.htm · Sequence: 3

Exhibit 99.2

MARINE | CONCRETE | ENGINEERING & CONSULTING

Investor Presentation

July 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

$722M

June 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

$50M - $54M

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 $27B 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

Opportunity Expansion

• Ability to pursue larger, more

complex projects

• Expanded site civil earthwork

capabilities

• Deep relationships with strategic

customers

• J.E. McAmis add additional

marine construction capabilities

and West Coast presence

Investor Value

POSITIONED TO BENEFIT FROM DURABLE, LONG-TERM

INFRASTRUCTURE INVESTMENT TRENDS

Long-term demand. Proven capabilities. Sustainable growth.

Industry Demand

• Port and transportation

infrastructure modernization

• Defense readiness and

national security

• AI and cloud infrastructure

investment

• Supply chain resiliency and

manufacturing reshoring

• Coastal resilience & water

infrastructure

• Access to larger, more

complex, high value projects

• High barriers to entry support

competitive positioning

• Greater visibility through

durable backlog

• Opportunities for margin

expansion

• Sustainable shareholder value

creation

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 long-term demand

across marine infrastructure and

defense modernization and AI

infrastructure

• Win larger, higher-value projects

with expanded capabilities and

deep customer relationships

CLEAR, DISCIPLINED STRATEGY BUILT ON A STRENGTHENED FOUNDATION

TO DRIVE GROWTH

• Expand geographically and into

adjacent market offerings

• Leverage an investment-light

approach to geographic

expansion through strong

client/partner relationships

Organic Growth

Expansion

Geographic

Expansion

Disciplined

Operational

Foundation

Strategic

Acquisitions

• Prioritize high-quality

projects at healthy margins

• Execute with predictable

excellence

• Recruit, develop, and retain

highly-skilled talent

• Leverage technology to drive

scale and efficiency

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

Dec 2030

Senior Credit Facility

Maturity

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

OPTIMIZING CAPITAL DEPLOYMENT FOR FUTURE GROWTH AND

SHAREHOLDER VALUE

Capital Deployment Priorities

2.3x

Net Leverage as of

June 30, 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 $80M 14.7% 2025 Revenue 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 $12M 3.9% 2025 Revenue 2025 Adj. EBITDA 2025 Adj. EBITDA

Margin

FINANCIAL PERFORMANCE

$17

$23 $24

$42

2021 2022 2023 2024 2025 2026E

Adjusted EBITDA

$45

$52

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 25% CAGR from 2021-2026

SECOND QUARTER 2026 RESULTS

Q2 2026 Q2 2025

Revenue $222M $205M

GAAP Net (Loss) Income

per share ($0.10) $0.02

Adjusted EBITDA $8M $11M

Adjusted EPS $0.02 $0.07

Adjusted EBITDA Margin 3.5% 5.3%

RECORD $27B OPPORTUNITY PIPELINE TO SUPPORT FUTURE GROWTH

$6B

$8B

$13B

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

Total Pipeline by Anticipated Opportunity Size

70%

30%

Total Pipeline by Sector

Public

Private

Total Pipeline by Segment

Marine

Concrete 12%

88%

$7B $6B

$14B

2H2026 1H2026 Beyond

Total Pipeline by Anticipated Date

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

FY2026

Guidance

Annual Growth at

Midpoint

Revenue $900 to $950 9%

Adjusted EBITDA $50 to $54 15%

Adjusted EPS $0.23 to $0.30 6%

Capex $25 to $35 __

Table in millions, except EPS and percentage changes

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 Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Net (loss) income $ (4,145) $ 841 $ 542 $ (573)

Income tax expense (benefit) 474 (212) (6,378) (72)

Interest expense, net 2,449 2,827 3,893 4,968

Depreciation and amortization 7,004 5,231 13,391 10,634

EBITDA(1) 5,782 8,687 11,448 14,957

Non-cash share-based compensation 2,006 1,519 3,393 2,642

ERP implementation 54 225 135 830

Severance — 547 — 577

Process improvement initiatives — — — 138

Acquisition and integration costs 21 — 1,634 —

Adjusted EBITDA(2) $ 7,863 $ 10,978 $ 16,610 $ 19,144

Adjusted EBITDA margin(2) 3.5 % 5.3 % 3.8 % 4.9 %

(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

Reconciliation of Adjusted Net (Loss) Income

(In Thousands Except Per Share Information)

(Unaudited)

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Net (loss) income $ (4,145) $ 841 $ 542 $ (573)

Adjusting items and the tax effects:

Non-cash share-based compensation 2,006 1,519 3,393 2,642

Enterprise resource planning (“ERP”) implementation 54 225 135 830

Severance — 547 — 577

Process improvement initiatives — — — 138

Acquisition and integration costs 21 — 1,634 —

Amortization of purchased intangibles 395 — 785 —

Tax rate of 23% applied to adjusting items(1) (570) (527) (1,368) (963)

Reversal of the impact of valuation allowances 3,208 76 (2,187) 290

Adjusted net income $ 969 $ 2,681 $ 2,934 $ 2,941

Adjusted EPS $ 0.02 $ 0.07 $ 0.07 $ 0.07

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

NON-GAAP SUPPLEMENTAL INFORMATION

(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

(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

Guidance – Adjusted EPS Reconciliation

(In Thousands except per share information)

(Unaudited)

Year Ending

December 31, 2026

Low Estimate High Estimate

Net income $ 6,600 $ 10,600

Adjusting items and the tax effects:

Non-cash share-based compensation 7,300 7,300

ERP implementation 1,100 1,100

Acquisition and integration costs 1,600 1,600

Amortization of purchased intangibles 2,000 2,000

Tax rate of 23% applied to adjusting items(1) (2,800) (2,800)

Reversal of the impact of valuation allowances (6,700) (7,600)

Adjusted net income(2) $ 9,100 $ 12,200

Adjusted EPS(2) $ 0.23 $ 0.30

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

(2) 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.

NON-GAAP SUPPLEMENTAL INFORMATION

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