Form 8-K

8-K — Orion Group Holdings Inc

Accession: 0001402829-26-000056

Filed: 2026-10-28

Period: 2026-10-27

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-20261027x8k.htm (Primary)

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8-K

8-K (Primary)

Filename: orn-20261027x8k.htm · Sequence: 1

ORION GROUP HOLDINGS, INC._ October 27, 2026

0001402829false00014028292026-10-272026-10-27

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): October 27, 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 October 27, 2026, Orion Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 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 October 28, 2026, the Company posted the third 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 October 27, 2026.

99.2

Investor Presentation, dated October 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: October 28, 2026

By:

/s/ Travis J. Boone

President and Chief Executive Officer

EX-99.1

Filename: orn-ex99d1.htm · Sequence: 2

Exhibit 99.1

ORION GROUP HOLDINGS REPORTS

THIRD QUARTER 2026 RESULTS

HOUSTON – October 27, 2026 – Orion Group Holdings, Inc. (NYSE: ORN; NYSE TX: ORN) (the “Company” or “Orion”), a leading specialty construction company, today reported its financial results for the third quarter ended September 30, 2026.

Highlights for the quarter ended September 30, 2026

●Revenue of $256.2 million, GAAP net income of $5.5 million, or $0.14 per diluted share, Adjusted EBITDA of $17.9 million, and Adjusted EPS of $0.12 per diluted share

●Booked awards and change orders of $179 million; won positions on two additional U.S. Navy Multiple Award Construction Contracts (“MACC”)

●Reiterated full year 2026 financial guidance

“We delivered a strong third quarter, marked by double-digit revenue growth, expanding profitability and margins, and solid bookings and awards. These results reflect the health of our end markets and our commitment to delivering with predictable excellence,” said Travis Boone, President and Chief Executive Officer of Orion. “We expect this momentum to continue into the fourth quarter, and we are pleased to reiterate our 2026 annual guidance.”

“The Concrete segment delivered an outstanding quarter, highlighted by top- and bottom-line growth with excellent margin expansion benefitted by strong execution. Activity remains robust across mission-critical and large-scale infrastructure markets, supported by our geographic growth, broader site civil services, and a diverse mix of project awards.”

“In Marine, end markets remain strong, and we are actively engaging early on large, complex projects, sharpening our competitive positioning. Our recent selection on two additional U.S. Navy MACC contract vehicles broadens our access to significant federal opportunities. Continued investment in defense, port, and maritime infrastructure reinforces our confidence in Orion’s outlook and our ability to create long-term shareholder value,” concluded Boone.

Third Quarter 2026 Results

Quarter Ended

Amounts in millions, except per share information

September 30,

2026

2025

Revenue

256.2

225.1

GAAP Net Income

5.5

3.3

GAAP Earnings Per Share (“EPS”)

0.14

0.08

Adjusted EBITDA

17.9

13.1

Adjusted EPS

0.12

0.09

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

Contract revenues of $256.2 million in the third quarter of 2026 increased $31.1 million, or 14%, from $225.1 million in the third quarter of last year. The increase was driven by double-digit growth in both operating segments reflecting highly active projects, disciplined execution, favorable operating conditions, and the acquisition of J.E. McAmis.

Gross profit was $33.1 million in the third quarter of 2026, an increase of $3.3 million, or 11%, from $29.8 million in the third quarter of 2025. The increase was primarily driven by higher revenue volume and increased profitability in our Concrete segment attributable to strong execution, partially offset by Marine close-out benefits in 2025 that did not recur in 2026.

Selling, general and administrative expenses were $24.7 million for the third quarter of 2026, down from $25.1 million in the third quarter of last year.

GAAP net income for the quarter ended September 30, 2026, was $5.5 million, or $0.14 per diluted share, compared to $3.3 million, or $0.08 per diluted share, in the third quarter of last year.

Adjusted EBITDA for the third quarter of 2026 increased 37% to $17.9 million, compared to $13.1 million in the third quarter of 2025.

Backlog

Amounts in millions

September 30,

December 31,

2026

2025

Marine

506

480

Concrete

139

160

Total

645

640

Third quarter 2026 backlog included approximately $179 million in new awards. Third quarter Marine awards included a significant wharf repair for the U.S. Navy, the next phase of construction on the North Jetty project, and two projects in Hawaii. Recent Concrete awards included a large concrete paving package, new phases of data center campuses, a college research building, and a water treatment plant.

The Company won positions on two new MACC contract vehicles. The first is on the $9 billion U.S. Navy VENTI MACC, the largest procurement action in Naval Facilities Engineering Systems Command (“NAVFAC”) Northwest's history that encompasses a broad range of major construction projects across the region. The second is on the $700 million NAVFAC Northwest Waterfront MACC that is focused on the construction, repair and modernization of piers, wharves and other critical waterfront infrastructure. These programs are strategically important because they limit the pool of qualified contractors competing for future potential task orders under large federal programs.

Balance Sheet Update

As of September 30, 2026, working capital was $81 million, including unrestricted cash and cash equivalents of $5.7 million. Total debt outstanding was $109 million, with $83 million of outstanding borrowings under the UMB Credit Facility.

FY 2026 Guidance

The following forward-looking guidance reflects the Company’s current expectations and beliefs as of October 27, 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.

Estimated Range for Full-Year Ended

December 31, 2026

Amounts in millions, except per share information and percentages

Low

High

Annual Growth

Estimate

at Midpoint

Revenue

900

950

Adjusted EBITDA

Adjusted EPS

0.23

0.30

Capital Expenditures

—

Conference Call Details

Orion Group Holdings will host a conference call to discuss the third quarter 2026 financial results at 9:00 a.m. Eastern Time/8:00 a.m. Central Time on Wednesday, October 28, 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 whose timing or amount cannot be reasonably estimated, or items not indicative of core operating performance 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 exercise of 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 impact 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, integration risk, availability of liquidity, labor availability, labor-cost inflation, subcontractor performance, equipment availability, and supply-chain disruptions. The selection of the Company as one of multiple qualified contractors on MACC contracts may not result in the Company being awarded work or generating revenues or profit from any awarded work. 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

Nine Months Ended

September 30,

2026

2025

2026

2025

Contract revenues

256,152

225,097

694,331

619,037

Costs of contract revenues

223,012

195,345

612,385

540,473

Gross profit

33,140

29,752

81,946

78,564

Selling, general and administrative expenses

24,727

25,059

75,831

70,378

Gain on disposal of assets, net

(108)

(628)

(296)

(1,400)

Operating income

8,521

5,321

6,411

9,586

Other (expense) income:

Interest expense

(2,950)

(2,120)

(6,986)

(7,373)

Other income

290

417

600

761

Other expense, net

(2,660)

(1,703)

(6,386)

(6,612)

Income before income taxes

5,861

3,618

2,974

Income tax expense (benefit)

388

317

(5,990)

246

Net income

5,473

3,301

6,015

2,728

Basic income per share

0.14

0.08

0.15

0.07

Diluted income per share

0.14

0.08

0.15

0.07

Shares used to compute income per share

Basic

40,512,146

39,776,096

40,368,555

39,535,151

Diluted

40,518,633

39,787,227

40,385,830

39,544,405

Orion Group Holdings, Inc. and Subsidiaries

Reconciliation of Adjusted Net Income

(In Thousands, Except Per Share Information)

(Unaudited)

Three Months Ended

Nine Months Ended

September 30,

2026

2025

2026

2025

Net income

5,473

3,301

6,015

2,728

Adjusting items and the tax effects:

Non-cash share-based compensation

2,094

1,376

5,487

4,018

Enterprise resource planning (“ERP”) implementation

—

301

135

1,131

Severance

608

Process improvement initiatives

—

138

Acquisition and integration costs

187

—

1,821

—

Amortization of purchased intangibles

471

—

1,256

—

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

(638)

(393)

(2,006)

(1,356)

Reversal of the impact of valuation allowances

(2,625)

(1,157)

(4,812)

(867)

Adjusted net income

4,983

3,459

7,917

6,400

Adjusted EPS

0.12

0.09

0.20

0.16

(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

Nine Months Ended

September 30,

2026

2025

2026

2025

Net income

5,473

3,301

6,015

2,728

Income tax expense (benefit)

388

317

(5,990)

246

Interest expense, net

2,881

1,914

6,774

6,881

Depreciation and amortization

6,873

5,892

20,264

16,526

EBITDA(1)

15,615

11,424

27,063

26,381

Non-cash share-based compensation

2,094

1,376

5,487

4,018

ERP implementation

—

301

135

1,131

Severance

608

Process improvement initiatives

—

138

Acquisition and integration costs

187

—

1,821

—

Adjusted EBITDA(2)

17,917

13,132

34,527

32,276

Adjusted EBITDA margin(2)

7.0

5.8

5.0

5.2

(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 September 30, 2026

Marine

Concrete

General Corporate

Consolidated

Contract revenues

161,193

94,959

—

256,152

Operating income (loss)

12,626

9,387

(13,492)

8,521

Other income

—

127

221

Depreciation and amortization

5,509

623

741

6,873

EBITDA(1)

18,229

10,010

(12,624)

15,615

Non-cash share-based compensation

516

260

1,318

2,094

Severance

—

Acquisition and integration costs

—

187

Adjusted EBITDA(2)

18,755

10,270

(11,108)

17,917

Adjusted EBITDA margin(2)

11.6

10.8

7.0

For the Three Months Ended September 30, 2025

Marine

Concrete

General Corporate

Consolidated

Contract revenues

142,943

82,154

—

225,097

Operating income (loss)

19,444

481

(14,604)

5,321

Other income

100

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

Severance

—

Adjusted EBITDA(2)

24,251

1,473

(12,592)

13,132

Adjusted EBITDA margin(2)

17.0

1.8

5.8

(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 Nine Months Ended September 30, 2026

Marine

Concrete

General Corporate

Consolidated

Contract revenues

402,165

292,166

—

694,331

Operating income (loss)

26,908

21,321

(41,818)

6,411

Other income

190

—

198

388

Depreciation and amortization

16,015

2,090

2,159

20,264

EBITDA(1)

43,113

23,411

(39,461)

27,063

Non-cash share-based compensation

1,360

694

3,433

5,487

ERP implementation

—

135

Severance

—

Acquisition and integration costs

—

1,821

Adjusted EBITDA(2)

44,483

24,105

(34,061)

34,527

Adjusted EBITDA margin(2)

11.1

8.3

5.0

For the Nine Months Ended September 30, 2025

Marine

Concrete

General Corporate

Consolidated

Contract revenues

405,409

213,628

—

619,037

Operating income (loss)

45,427

4,883

(40,724)

9,586

Other income

100

156

269

Depreciation and amortization

13,008

2,541

977

16,526

EBITDA(1)

58,535

7,437

(39,591)

26,381

Non-cash share-based compensation

825

403

2,790

4,018

ERP implementation

—

1,131

Severance

—

592

608

Process improvement initiatives

—

138

Adjusted EBITDA(2)

59,360

7,856

(34,940)

32,276

Adjusted EBITDA margin(2)

14.6

3.7

5.2

(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)

Nine Months Ended September 30,

2026

2025

Cash flows from operating activities

Net income

6,015

2,728

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

Depreciation and amortization

15,137

10,036

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

3,798

6,727

Amortization of ROU finance leases

5,127

6,490

Amortization of deferred debt issuance costs

250

900

Non-cash interest expense on seller note

1,025

—

Deferred income taxes

(6,007)

Share-based compensation

5,487

4,018

Gain on disposal of assets, net

(296)

(1,400)

Allowance for credit losses

2,449

Change in operating assets and liabilities:

Accounts receivable

32,638

(73,808)

Income tax receivable

(86)

(255)

Inventory

(316)

637

Prepaid expenses and other

2,234

3,958

Contract assets

(52,029)

43,889

Accounts payable

(2,645)

11,550

Accrued liabilities

(5,679)

4,765

Operating lease liabilities

(4,169)

(4,591)

Income tax payable

(43)

(353)

Contract liabilities

(11,223)

(3,509)

Net cash (used in) provided by operating activities

(10,722)

14,260

Cash flows from investing activities:

Proceeds from sale of property and equipment

767

1,732

Purchase of property and equipment

(28,109)

(25,510)

Business acquisition, net cash acquired

(42,871)

—

Net cash used in investing activities

(70,213)

(23,778)

Cash flows from financing activities:

Borrowings on credit facilities

140,000

138,138

Payments on credit facilities

(111,000)

(138,451)

Proceeds from term loan

55,011

—

Payments on term loan

(84)

—

Proceeds from deemed financing obligation

9,723

1,600

Principal payments on deemed financing obligation

(2,556)

(7,463)

Loan costs related to credit facilities

(419)

(323)

Payments of finance lease liabilities

(7,074)

(7,847)

Employee stock plans, net activity

(280)

465

Net cash provided by (used in) financing activities

83,321

(13,881)

Net change in cash, cash equivalents and restricted cash

2,386

(23,399)

Cash, cash equivalents and restricted cash at beginning of period

3,285

28,316

Cash, cash equivalents and restricted cash at end of period

5,671

4,917

Orion Group Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In Thousands, Except Share and Per Share Information)

September 30,

December 31,

2026

2025

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

5,671

1,588

Restricted cash

—

1,697

Accounts receivable:

Trade, net of allowance for credit losses of $3,283 and $3,461, respectively

128,792

175,695

Retainage

65,859

49,194

Income taxes receivable

342

256

Other current

4,611

3,531

Inventory

2,239

2,432

Contract assets

84,205

31,083

Prepaid expenses and other

8,067

12,686

Total current assets

299,786

278,162

Property and equipment, net of accumulated depreciation

137,558

88,210

Operating lease ROU assets, net of accumulated amortization

22,396

20,397

Finance lease ROU assets, net of accumulated amortization

21,709

18,360

Inventory, non-current

6,905

6,395

Other non-current

4,711

3,128

Goodwill

45,076

—

Intangible assets, net of accumulated amortization

6,484

—

Total assets

544,625

414,652

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Current debt, net of debt issuance costs

9,408

1,789

Accounts payable:

Trade

105,815

107,433

Retainage

2,760

1,699

Accrued liabilities

43,913

31,750

Income taxes payable

154

197

Contract liabilities

43,572

49,104

Current portion of operating lease liabilities

4,316

4,418

Current portion of finance lease liabilities

8,855

7,517

Total current liabilities

218,793

203,907

Long-term debt, net of debt issuance costs

99,360

6,085

Operating lease liabilities

26,565

24,695

Finance lease liabilities

7,899

5,878

Other long-term liabilities

18,847

15,055

Total liabilities

371,464

255,620

Stockholders’ equity:

Accumulated other comprehensive income

509

—

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

—

Common stock -- $0.01 par value, 50,000,000 authorized, 41,307,485 and 40,612,139 issued; 40,596,254 and 39,900,908 outstanding at September 30, 2026 and December 31, 2025, respectively

413

406

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

(6,540)

Additional paid-in capital

233,967

226,369

Retained loss

(55,188)

(61,203)

Total stockholders’ equity

173,161

159,032

Total liabilities and stockholders’ equity

544,625

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

8,079

12,079

Income tax benefit

(5,400)

Interest expense, net

9,000

Depreciation and amortization

29,000

EBITDA(1)

40,679

44,679

Non-cash share-based compensation

7,300

Acquisition and integration costs

1,800

ERP implementation

200

Severance

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, acquisition and integration costs, ERP implementation and severance.

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

8,079

12,079

Adjusting items and the tax effects:

Non-cash share-based compensation

7,300

Amortization of purchased intangibles

1,800

Acquisition and integration costs

1,800

ERP implementation

200

Severance

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

(2,600)

Reversal of the impact of valuation allowances

(7,440)

(8,340)

Adjusted net income(2)

9,160

12,260

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

EX-99.2

Filename: orn-ex99d2.htm · Sequence: 3

Exhibit 99.2

MARINE | CONCRETE | ENGINEERING

Investor Presentation

October 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.

NYSE: ORN

Orion is a leading specialty construction company that delivers complex

infrastructure projects across the marine, concrete, dredging, diving, and

engineering sectors. Serving public and private clients throughout the United

States, the Caribbean, and beyond, Orion provides turnkey solutions for

transportation, industrial, mission-critical, and waterfront infrastructure.

Backed by nearly a century of experience, a skilled workforce, extensive self-perform capabilities, and a commitment to safety, quality, and delivery, Orion

is focused on creating long-term value through construction with

predictable excellence.

KEY STATISTICS

$900M - $950M $50M - $54M

2026 Revenue Guidance 2026 Adj. EBITDA Guidance

$852M $45M $645M ~2,000

2025 Revenue 2025 Adj. EBITDA 9/30/26

Backlog

Employees

Photo: Orion Headquarters | Houston, TX

WHY ORION, WHY NOW?

1. Early innings of a multi-year infrastructure investment cycle

2. Growing end market demand supported by $27 billion pipeline and U.S.

Navy contract vehicles

3. Differentiated capabilities create meaningful barriers to entry

4. Transformed operating model positioned to drive earnings and

cash flow growth

Photo: Grand Bahama Shipyard

EARLY INNINGS OF A MULTI-YEAR INFRASTRUCTURE INVESTMENT CYCLE

Demand across Orion’s core infrastructure end markets continues to expand, supported by increasing project scale and

investment activity. Award timing and backlog conversion remain the primary variables.

FEDERAL & DEFENSE

Shipyard modernization and mission-critical

defense infrastructure

PORTS & WATERWAYS

Modernization supporting commerce and supply-chain resilience

MISSION CRITICAL

AI and cloud investment driving data center

infrastructure demand

INDUSTRIAL & MANUFACTURING

Reshoring and domestic investment supporting

new construction

COASTAL RESILIENCE

Investment in coastal protection and

water infrastructure

Total Pipeline by Anticipated Date

$14B

Near-Term < 1 Yr

$13B

Long-Term > 1 Yr

Total Pipeline by Size

$14B

$0–$200M

$13B

$200M+

DIVERSIFIED OPPORTUNITIES ACROSS CORE MARKETS PROVIDE MULTIPLE PATHS TO

LONG-TERM GROWTH

1 Pipeline of opportunities is defined as specific projects that we have identified and are tracking as projects of interest and does not represent binding contracts.

/// LARGE, DIVERSIFIED $27B OPPORTUNITY SET SUPPORTS LONG-TERM GROWTH

/// BUILDING A PLATFORM FOR RECURRING NAVY INFRASTRUCTURE OPPORTUNITIES

These contract vehicles shortlist a group of pre-qualified contractors eligible to compete for future task orders supporting Navy and

military infrastructure projects across key Pacific and Northwest regions.

1 $15B PACIFIC DETERRENCE INITIATIVE (PDI) MACC

Contract Vehicle | Selected Team Member

• Wharves & piers

• Dredging

• Aprons & waterfront assets

• New facilities and upgrades

2 $9B VENTI MACC

Contract Vehicle | Prime Contractor

• Marine construction

• Piers & wharves

• Waterfront infrastructure

• Military facility improvements

3 $8B HAWAII / WAKE ISLAND MACC

Contract Vehicle | Selected Team Member

• New construction

• Repairs & renovations

• Infrastructure modernization

• Military installation

improvements

4 $8B NAVFAC PACIFIC SIOP MACC

Contract Vehicle | Joint Venture Member

• Naval shipyard infrastructure

• Supports the Navy’s SIOP

• Hawaii & Washington

• Other NAVFAC Pacific areas

5 $700M NAVFAC NORTHWEST WATERFRONT MACC

Contract Vehicle | Prime Contractor • Waterfront construction • NAVFAC Northwest region

PRE-QUALIFIED POSITIONS ON FIVE STRATEGIC CONTRACT VEHICLES EXPAND ORION’S ACCESS TO FUTURE NAVY INFRASTRUCTURE OPPORTUNITIES

Note: Contract vehicle capacity does not represent revenue or backlog attributable to Orion. Future work remains subject to individual task-order competition and award. Vehicles shown in order of total

contract capacity.

ORION

NAVY & DEFENSE MODERNIZATION

$22B+ Planned shipyard dry dock and related projects

• Portsmouth, Pearl Harbor and Puget Sound dry docks lead the Navy’s shipyard

program

• Full shipyard modernization estimated at ~$200B through 2080

• Complex scopes span piers, dredging and mission-critical facilities

LONG-DURATION FEDERAL DEMAND

PORTS & MARINE TERMINALS

$17B Federal IIJA Investment in U.S. ports and inland waterways

• Larger vessels require deeper channels and expanded berth capacity

• Channel upgrades drive follow-on wharf, terminal and intermodal work

• Modernization extends well beyond routine maintenance

BROAD PUBLIC + PRIVATE INVESTMENT

COASTAL RESTORATION & RESILIENCE

$50B Louisiana 50-year coastal master plan project portfolio

• Restoration and risk-reduction projects address land loss and flooding

• Dredging supports marsh creation, barrier islands and shoreline protection

• Long-range plans create a durable coastal project pipeline

MISSION-CRITICAL RESILIENCE SPENDING

LNG, ENERGY & PETROCHEMICALS

$60B+ Record U.S. LNG capital committed at FID in 2025

• Export growth requires marine terminals and related waterfront

infrastructure

• Docks, dredging and access channels are essential to facility operations

• Private-sector investment diversifies the marine opportunity set

GULF COAST PRIVATE-CAPITAL TAILWIND

AMERICA’S MARITIME INFRASTRUCTURE IS BECOMING A STRATEGIC NATIONAL PRIORITY

Statistics shown are representative indicators of underlying market demand and are not intended to represent Orion’s total addressable opportunity.

Sources: Government Accounting Office Report GAO-26-107830; U.S. Navy Shipyard Infrastructure Optimization Program (SIOP); Infrastructure Investment and Jobs Act (IIJA); Louisiana Coastal Protection and Restoration Authority (CPRA), 2023 Coastal Master Plan;

Wood Mackenzie, The US LNG boom: what’s driving investment and what could shift the momentum (2026)

Mission-Critical infrastructure is driving near-term growth, while advanced manufacturing, healthcare and commercial construction broaden Concrete's long-term

opportunity set.

DIGITAL INFRASTRUCTURE

NEAR-TERM GROWTH DRIVER

AI and cloud investment continue to

support significant data center

infrastructure demand.

ADVANCED MANUFACTURING

LONG-TERM RESHORING OPPORTUNITY

Domestic manufacturing investment

expands the opportunity set across

industrial and mission-critical

projects.

HEALTHCARE AND COMMERCIAL

DURABLE, DIVERSIFIED DEMAND

Healthcare and commercial

construction provide additional long-term demand beyond data centers. EARLY ENGAGEMENT AND PROVEN EXECUTION CREATE OPPORTUNITIES TO EXPAND SCOPES AND SUPPORT

ADDITIONAL PHASES OF LARGE, MULTI-BUILDING PROJECTS

DIVERSIFIED END-MARKET DEMAND SUPPORTS CONCRETE GROWTH

DIFFERENTIATED CAPABILITIES CREATE MEANINGFUL BARRIERS TO ENTRY

STRUCTURAL BARRIERS WHY ORION WINS

$600M

1,000+

JONES ACT

Specialty equipment

replacement value

Pieces of specialty

equipment

Restricts foreign

competition in the U.S.

marine market

100+ 40+ 0.13

Years of marine construction

& civil engineering

Years of commercial

concrete construction

2025 LTIR

vs. 2.3 industry average

Early Engagement

Predictable Excellence

Customer relationships

Clients involve Orion earlier to improve design,

coordination, scheduling, and execution certainty

Strong safety performance and consistent on-time,

on-budget delivery

Long-standing relationships across complex projects

drive repeat awards across additional phases of work

03 Expanded Capabilities Growing site civil and earthwork services broaden

the projects and scopes Orion can pursue

TRANSFORMED OPERATING MODEL POSITIONED TO DRIVE EARNINGS AND CASH FLOW GROWTH

Orion deliberately strengthened its capabilities ahead of a

significant wave of infrastructure demand.

PRE-2022

2022-2026

2026+

LEGACY BUSINESS MODEL

BUSINESS

TRANSFORMATION

SCALING FOR PROFITABLE GROWTH

• Broader project pursuit strategy • Opportunity to strengthen operating

discipline • More concentrated on smaller-scale

projects

• Instituted disciplined bidding and risk

management • Improved project execution and

profitability • Expanded capabilities and

addressable markets • Positioned Orion to pursue larger,

more complex $200M+ opportunities • Enhanced financial flexibility through

a new long-term credit facility

• Positioned in attractive infrastructure end markets • Complement organic growth through M&A • Modernized ERP and project management systems to enhance operating

execution • Significant operating leverage as revenue scales • Focus on converting growth into higher EBITDA and cash flow

• Targeting mid-teen adjusted EBITDA margin by 2030 • Growing demand across defense, ports and coastal resilience supports

better project selection and pricing power • Continued application of disciplined bidding and risk management

practices installed since 2022 • Scale from larger, more complex awards creates operating leverage as

volume grows

#3 ENR RANKING IN MARINE AND PORTS

Source: ENR Magazine, September 2026

Design, salvage, demolition, towing and diving

Underwater inspection, excavation, repair, and

engineering

• Targeting high-single digit adjusted EBITDA margin by 2030 • Growing AI and cloud investment fueling demand for data center

infrastructure • Applying Marine’s disciplined bidding and risk management playbook • Shifting mix toward higher-margin data center and structural work • Targeting high-single digit adjusted EBITDA margin by 2030 • Growing AI and cloud investment fueling demand for data center

infrastructure • Applying Marine’s disciplined bidding and risk management playbook • Shifting mix toward higher-margin data center and structural work

#12 ENR RANKING IN SPECIALTY CONCRETE

Source: ENR, October 2026

OPTIMIZING CAPITAL DEPLOYMENT FOR FUTURE

GROWTH

AND SHAREHOLDER VALUE

CAPITAL DEPLOYMENT PRIORITIES

Deploy capital to drive profitable organic growth

Maintain responsible leverage

Capitalize on strategic opportunities

Structure and execute to maximize long-term shareholder value

2.2X DEC 2030

Net Leverage as of

9/30/26*

Senior Credit Facility

Maturity

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

HISTORICAL ANNUAL FINANCIAL SUMMARY

$601

$748 $712

$796

$852

$925

2021 2022 2023 2024 2025 2026E

Revenue

$17

$23 $24

$42

$45

$52

2021 2022 2023 2024 2025 2026E

Adjusted EBITDA

• 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

($ in millions)

THIRD QUARTER 2026 RESULTS

Q3 2026 Q3 2025 Growth

Revenue $256M $225M 14%

GAAP Net Income per Share $0.14 $0.08 +$0.06

Adjusted EBITDA $18M $13M 37%

Adjusted EPS $0.12 $0.09 +$0.03

Adjusted EBITDA Margin 7.0% 5.8% 120 bps

FISCAL YEAR 2026 GUIDANCE (AS OF OCTOBER 27, 2026)

Annual Growth

at Midpoint FY2026 Guidance

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

1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25 1Q26 2Q26 3Q26

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

VALUED PARTNER TO HIGHLY DIVERSIFIED CUSTOMER BASE

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 Nine Months Ended

September 30, September 30,

2026 2025 2026 2025

Net income $ 5,473 $ 3,301 $ 6,015 $ 2,728

Income tax expense (benefit) 388 317 (5,990) 246

Interest expense, net 2,881 1,914 6,774 6,881

Depreciation and amortization 6,873 5,892 20,264 16,526

EBITDA(1) 15,615 11,424 27,063 26,381

Non-cash share-based compensation 2,094 1,376 5,487 4,018

ERP implementation — 301 135 1,131

Severance 21 31 21 608

Process improvement initiatives — — — 138

Acquisition and integration costs 187 — 1,821 —

Adjusted EBITDA(2) $ 17,917 $ 13,132 $ 34,527 $ 32,276

Adjusted EBITDA margin(2)

7.0 % 5.8 % 5.0 % 5.2 %

(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

(In Thousands Except Per Share Information)

(Unaudited)

Three Months Ended Nine Months Ended

September 30, September 30,

2026 2025 2026 2025

Net income $ 5,473 $ 3,301 $ 6,015 $ 2,728

Adjusting items and the tax effects:

Non-cash share-based compensation 2,094 1,376 5,487 4,018

Enterprise resource planning (“ERP”) implementation — 301 135 1,131

Severance 21 31 21 608

Process improvement initiatives — — — 138

Acquisition and integration costs 187 — 1,821 —

Amortization of purchased intangibles 471 — 1,256 —

Tax rate of 23% applied to adjusting items(1) (638) (393) (2,006) (1,356)

Reversal of the impact of valuation allowances (2,625) (1,157) (4,812) (867)

Adjusted net income $ 4,983 $ 3,459 $ 7,917 $ 6,400

Adjusted EPS $ 0.12 $ 0.09 $ 0.20 $ 0.16

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

NON-GAAP SUPPLEMENTAL INFORMATION

For the Three Months Ended September 30, 2025

Marine Concrete

General

Corporate Consolidated

Contract revenues $ 142,943 $ 82,154 $ — $ 225,097

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 %

(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 and acquisition and integration costs. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA

by contract revenues.

For the Three Months Ended September 30, 2026

Marine Concrete

General

Corporate Consolidated

Contract revenues $ 161,193 $ 94,959 $ — $ 256,152

Operating income (loss) 12,626 9,387 (13,492) 8,521

Other income 94 — 127 221

Depreciation and amortization 5,509 623 741 6,873

EBITDA(1) 18,229 10,010 (12,624) 15,615

Non-cash share-based

compensation 516 260 1,318 2,094

Severance 10 — 11 21

Acquisition and integration costs — — 187 187

Adjusted EBITDA(2) $ 18,755 $ 10,270 $ (11,108) $ 17,917

Adjusted EBITDA margin(2) 11.6 % 10.8 % 7.0 %

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)

For the Nine Months Ended September 30, 2026

Marine Concrete

General

Corporate Consolidated

Contract revenues $ 402,165 $ 292,166 $ — $ 694,331

Operating income (loss) 26,908 21,321 (41,818) 6,411

Other income 190 — 198 388

Depreciation and amortization 16,015 2,090 2,159 20,264

EBITDA(1) 43,113 23,411 (39,461) 27,063

Non-cash share-based

compensation 1,360 694 3,433 5,487

ERP implementation — — 135 135

Severance 10 — 11 21

Acquisition and integration costs — — 1,821 1,821

Adjusted EBITDA(2) $ 44,483 $ 24,105 $ (34,061) $ 34,527

Adjusted EBITDA margin(2) 11.1 % 8.3 % 5.0 %

For the Nine Months Ended September 30, 2025

Marine Concrete

General

Corporate Consolidated

Contract revenues $ 405,409 $ 213,628 $ — $ 619,037

Operating income (loss) 45,427 4,883 (40,724) 9,586

Other income 100 13 156 269

Depreciation and amortization 13,008 2,541 977 16,526

EBITDA(1) 58,535 7,437 (39,591) 26,381

Non-cash share-based

compensation 825 403 2,790 4,018

ERP implementation — — 1,131 1,131

Severance — 16 592 608

Process improvement initiatives — — 138 138

Adjusted EBITDA(2) $ 59,360 $ 7,856 $ (34,940) $ 32,276

Adjusted EBITDA margin(2) 14.6 % 3.7 % 5.2 %

(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

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 %

Orion Group Holdings, Inc. and Subsidiaries

Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations

(In Thousands, Except Margin Data)

(Unaudited)

(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.

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 $ 8,079 $ 12,079

Income tax benefit (5,400) (5,400)

Interest expense, net 9,000 9,000

Depreciation and amortization 29,000 29,000

EBITDA(1) 40,679 44,679

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

Acquisition and integration costs 1,800 1,800

ERP implementation 200 200

Severance 21 21

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 share-based compensation, acquisition and integration

costs, ERP implementation and severance.

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 $ 8,079 $ 12,079

Adjusting items and the tax effects:

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

Amortization of purchased intangibles 1,800 1,800

Acquisition and integration costs 1,800 1,800

ERP implementation 200 200

Severance 21 21

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

(2,600) (2,600)

Reversal of the impact of valuation allowances (7,440) (8,340)

Adjusted net income(2) $ 9,160 $ 12,260

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,

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

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Oct. 27, 2026

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