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What changed in Orion Group Holdings Inc's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Orion Group Holdings Inc's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+241 added−273 removedSource: 10-K (2026-03-04) vs 10-K (2025-03-06)

Top changes in Orion Group Holdings Inc's 2025 10-K

241 paragraphs added · 273 removed · 146 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

44 edited+55 added−81 removed3 unchanged
Biggest changeGovernment Regulations We are required to comply with the macro regulatory requirements of federal, state and local governmental agencies and authorities including the following: ● regulations concerning workplace safety, labor relations and disadvantaged businesses; ● licensing requirements applicable to shipping and dredging; and ● permitting and inspection requirements applicable to marine construction projects.
Biggest changeThese certifications support our ability to operate in open waters and enhance the operational flexibility and mobility of our fleet. ​ Government regulations We are subject to and must comply with a broad range of federal, state, and local laws and regulations applicable to our operations, including, among others: (i) workplace safety and health requirements; (ii) labor and employment laws and regulations; (iii) public procurement and contracting requirements (including, where applicable, disadvantaged business enterprise and similar participation programs); (iv) licensing and regulatory requirements applicable to marine operations, including vessel operations and dredging activities; and (v) permitting, inspection, and compliance requirements applicable to marine construction and dredging projects.
On March 10, 2023, the United States Navy awarded the Dragados/Hawaiian Dredging/Orion Joint Venture a $2.8 billion contract to complete the construction of a dry dock at Pearl Harbor Naval Shipyard. The Company’s portion of work as a dedicated subcontractor totals $450.2 million.
On March 10, 2023, the United States Navy awarded the Dragados/Hawaiian Dredging/Orion Joint Venture a $2.8 billion contract to complete the construction of a dry dock at Pearl Harbor Naval Shipyard. The Company’s portion of work as a dedicated subcontractor totals $463.9 million.
In connection with both segments of the business, we often are required to provide various types of surety bonds that provide security for our performance under certain public and private sector contracts. Our ability to obtain surety bonds depends upon our capitalization, adequate working capital, past performance, management expertise, and external factors, including the capacity of the overall surety market.
In connection with both segments of the business, we are often required to provide various types of surety bonds that provide additional security for our performance under certain public and private sector contracts. Our ability to obtain surety bonds depends on our capitalization, working capital, past performance, management expertise, and external factors, including the capacity of the overall surety market.
Equipment We operate and maintain a large and diverse equipment fleet in our marine and concrete segments, substantially all of which we own, that includes barges, dayboats, tugs, dredges, cranes, pump trucks and laser screeds.
Equipment We operate and maintain a large and diverse equipment fleet in our marine and concrete segments, substantially all of which we own, including barges, dayboats, tugs, dredges, cranes, pump trucks, and laser screeds.
Revenues generated from our marine segment 11 Table of Contents outside the United States, primarily in the Caribbean Basin, totaled 7.4%, 5.1% and 0.9% of total revenues for the years ended December 31, 2024, 2023 and 2022, respectively.
Revenues generated from our marine segment outside the United States, primarily in the Caribbean Basin, totaled 4.9%, 7.4% and 5.1% of total revenues for the years ended December 31, 2025, 2024 and 2023, respectively.
Our long-lived assets are substantially located in the United States. ​ Information about our Executive Officers ​ Certain information concerning our executive officers and directors as of March 5, 2025 is set forth below. ​ ​ ​ ​ ​ ​ ​ ​ Name Age Position with the Company Year Joined the Registrant Austin J.
Our long-lived assets are substantially located in the United States. ​ ​ 11 Table of Contents Information about our executive officers ​ Certain information concerning our executive officers and directors as of March 2, 2026 is set forth below. ​ ​ ​ ​ ​ ​ ​ ​ Name ​ ​ ​ Age ​ ​ ​ Position with the Company ​ ​ ​ Year Joined the Registrant Austin J.
For the fiscal years ended December 31, 2024 and 2023, the Company’s revenue related to the joint venture subcontract was approximately $199.4 million and $90.5 million, respectively.
For the fiscal years ended December 31, 2025, 2024 and 2023, the Company’s revenue related to 7 Table of Contents the joint venture subcontract was approximately $121.5 million, $199.4 million and $90.5 million, respectively.
Surety companies consider such factors in light of the amount of our backlog that we have currently bonded and their own current underwriting standards, which may change from time to time. The capacity of the surety market is subject to market-driven fluctuations driven primarily by the level of surety industry losses and the degree of surety market consolidation.
Surety companies evaluate these factors in light of the amount of our backlog currently bonded and their underwriting standards, which may change from time to time. The capacity of the surety market is subject to market-driven fluctuations driven primarily by the level of surety industry losses and the degree of surety market consolidation.
Chipman Earle 52 Executive Vice President, Chief Administrative Officer, Chief Compliance Officer, General Counsel and Secretary 2023 ​ Access to the Company’s Filings We maintain a website at www.oriongroupholdingsinc.com where we make available, free of charge, access to the various reports we file with, or furnish to, the SEC.
Chipman Earle 53 Executive Vice President, Chief Administrative Officer, Chief Compliance Officer, General Counsel and Secretary 2023 ​ Access to the Company’s filings We maintain a website at www.oriongroupholdingsinc.com where we make available, free of charge, access to the reports we file with, or furnish to, the U.S. Securities and Exchange Commission (the “SEC”).
Our customer base shifts from time to time depending on the types of projects we bid, and are ultimately successful obtaining. ​ The following table represents contract revenue (in thousands) and concentrations of contract revenue by type of customer for the years ended December 31, 2024, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 % 2023 % 2022 % Federal Government ​ $ 234,175 30 % $ 153,410 22 % $ 80,116 11 % State Governments ​ 74,286 9 % 59,354 8 % 62,516 8 % Local Governments ​ 123,160 15 % 99,621 14 % 125,015 17 % Private Companies ​ 364,773 46 % 399,393 56 % 480,675 64 % Total contract revenues ​ $ 796,394 100 % $ 711,778 100 % $ 748,322 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ With the exception of the Unites States Navy, the Company does not believe that the loss of any one of its customers would have a material adverse effect on the Company or its subsidiaries and affiliates since no single specific customer besides the United States Navy sustains such a large portion of contract revenue over time.
Our customer base shifts from time to time depending on the types of projects we bid, and successfully secure.‌ The following table represents contract revenue (in thousands) and concentrations of contract revenue by type of customer for the years ended December 31, 2025, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ % ​ ​ ​ 2024 ​ ​ ​ % ​ ​ ​ 2023 ​ ​ ​ % Federal Government ​ $ 162,992 19 % $ 234,175 30 % $ 153,410 22 % State Governments ​ 116,304 14 % 74,286 9 % 59,354 8 % Local Governments ​ 158,990 19 % 123,160 15 % 99,621 14 % Private Companies ​ 413,974 48 % 364,773 46 % 399,393 56 % Total contract revenues ​ $ 852,260 100 % $ 796,394 100 % $ 711,778 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ With the exception of the Unites States Navy, the Company does not believe that the loss of any one of its customers would have a material adverse effect on the Company or its subsidiaries and affiliates since no single specific customer besides the United States Navy sustains a large portion of contract revenue over time.
None of the information on our website is incorporated into this Annual Report on Form 10-K by reference. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. ​
Information contained on, or accessible through, our website is not incorporated into this Annual Report on Form 10-K and is not considered a part of this Annual Report on Form 10-K. The SEC maintains an internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. ​
Our employees are not currently represented by labor unions, except certain employees in our marine segment located in the Pacific, including Washington, Alaska, and Hawaii, as well as certain employees operating specialized equipment for our concrete segment, in respect of which collective bargaining agreements are in place.
Our employees are not currently represented by labor unions, except certain employees in our marine segment located in the Pacific region (including Washington, Alaska, and Hawaii) and certain employees operating specialized equipment in our concrete segment, in each case where collective bargaining agreements are in place. Employees represented by collective bargaining agreements represent approximately 4.62% of our total workforce.
The following is a discussion of the environmental laws and regulations that could have a material effect on our marine and concrete construction services. ​ Environmental Matters General Our activities, including concrete construction, infrastructure construction, salvage, demolition, dredging and dredge material disposal activities are subject to stringent and complex federal, state, and local laws and regulations governing environmental protection, including air emissions, water quality, solid waste management, marine and bird species and their habitats, and wetlands.
The following is a discussion of the environmental laws and regulations that could have a material effect on our marine and concrete construction services. Environmental matters General Our operations, including concrete construction, marine and other infrastructure construction, salvage, demolition, dredging, and dredged material management, are subject to stringent and complex federal, state, and local environmental laws and regulations.
Customers in our concrete segment include general contractors along with owners and developers of medical facilities, religious developments, sports complexes and stadiums, school districts and developers, owners of industrial, commercial and residential buildings, and some governmental agencies across the metropolitan areas of Texas. Most projects are competitively bid, with the award typically going to the lowest qualified bidder.
Customers in our concrete segment include general contractors along with owners and developers of medical facilities, religious developments, sports complexes and stadiums, school districts and developers, owners of industrial, commercial and residential buildings, and some governmental agencies across our operating areas of Texas, Florida and Arizona.
From time to time, we compete with certain national land-based heavy civil contractors. In our concrete segment, we compete mostly in the private sector and our competitors range from small, local construction companies to large regional and national construction companies.
In our marine segment, we compete with several regional marine construction services companies and a few national marine construction services companies. In our concrete segment, we compete mostly in the private sector and our competitors range from small, local construction companies to large regional and national construction companies.
Shanfelter 67 Chairman of the Board 2007 Thomas N. Amonett 81 Director 2007 Michael J. Caliel 65 Director 2019 Margaret M. Foran 70 Director 2019 Quentin P. Smith, Jr. ​ 73 ​ Director ​ 2022 Mary E. Sullivan 68 Director 2019 Travis J.
Shanfelter 68 Chairman of the Board 2007 Thomas N. Amonett 82 Director 2007 Michael J. Caliel 66 Director 2019 Margaret M. Foran 71 Director 2019 Robert S. Ledford ​ 61 ​ Director ​ 2025 Quentin P. Smith, Jr. ​ 74 ​ Director ​ 2022 Mary E. Sullivan 69 Director 2019 Travis J.
We maintain multiple specialty dredges of various sizes and specifications to meet customer needs. Our dredging services are typically combined with our marine construction services to provide a turnkey solution for our customers. Our specialty services include design, salvage, demolition, surveying, towing, diving and underwater inspection, excavation and repair.
We maintain multiple specialty dredges of various sizes and specifications to meet customer needs. ​ Specialty Services We provide design, salvage, demolition, surveying, towing, commercial diving and underwater inspection, excavation and repair. Our diving services are largely performed in shallow water and include inspections, salvage and pile restoration and encapsulation.
The company’s safety performance has been recognized at both national and regional levels. ​ In 2024, Orion’s Marine team in the Pacific Northwest was a top three finalist in the Associated General Contractors (AGC) Construction Safety Excellence Awards (CSEA).
Orion integrates safety into all aspects of its operations, emphasizing proactive risk mitigation, continuous training, and shared employee responsibility, and our safety performance has been recognized at both national and regional levels. In 2024, Orion’s marine team in the Pacific Northwest was a top three finalist in the Associated General Contractors (“AGC”) Construction Safety Excellence Awards (“CSEA”).
Insurance and Bonding We maintain general and excess liability, construction equipment, workers’ compensation and other forms of insurance; all in amounts we believe adequate for our operating needs and consistent with industry practice.
Insurance and bonding We maintain insurance coverage for our business and operations, including property, equipment, automobile, general liability, workers’ compensation, and other customary coverages, in amounts and with terms that we believe are appropriate for our operating needs and consistent with industry practice.
Boone 51 President and Chief Executive Officer 2022 Scott Thanisch 54 ​ Executive Vice President and Chief Financial Officer 2022 E.
Boone 52 President and Chief Executive Officer, Director 2022 Alison G. Vasquez 51 ​ Executive Vice President and Chief Financial Officer 2025 E.
Our corporate shared services had 120 employees, 89 of whom were full-time salaried personnel and most of the remainder were hourly personnel. From time to time, we hire additional employees for certain large projects and, subject to local market conditions, additional crew members are generally available for hire on relatively short notice.
From time to time, we hire additional employees for certain large projects and, subject to local market conditions, additional crew members are generally available for hire on relatively short notice. We believe our employees are our most valuable resource, and our workforce demonstrates dedication to and pride in our company.
In addition, where required, our vessels’ permissible loading capacities require certification by the American Bureau of Shipping (“ABS”). The ABS is an independent classification society that certifies that certain of our larger, seagoing vessels are “in-class,” signifying that the vessels have been built and maintained in accordance with ABS standards and applicable U.S. Coast Guard rules and regulations.
ABS is an independent classification society that, among other services, verifies that certain vessels are “in class,” indicating that they have been built and are maintained in accordance with applicable ABS standards and, as relevant, U.S. Coast Guard rules and regulations. To the extent required, our vessels subject to ABS classification are maintained in class.
We believe that we are in material compliance with applicable regulatory requirements and have all material licenses required to conduct our operations.
Permitting processes and compliance obligations may impose operational constraints and can affect project timing and cost. We believe that we are in material compliance with applicable regulatory requirements and maintain the material licenses and permits required to conduct our operations.
We do not generally register our trademarks with the U.S. Patent & Trademark Office, but instead rely on state and common law protections. While we consider our trade names to be valuable assets, we do not consider any single trademark or trade name to be of such material importance that its absence would cause a material disruption of our business.
While we consider our trade names to be valuable assets, we do not believe that any single trade name or trademark is of such material importance that its absence would materially disrupt our business.
Orion Group Holdings, Inc. is a Delaware corporation and its common stock is listed on the New York Stock Exchange under the symbol ORN. Unless the context otherwise requires, all references herein to “Orion,” the “Company,” the “Registrant,” “we,” “us,” or “our” refer to Orion Group Holdings, Inc. and its consolidated subsidiaries and affiliates.
Item 1. BUSINESS Business Overview Orion Group Holdings, Inc. is a leading specialty construction company focused on large-scale, mission-critical, capital projects within the marine and infrastructure sectors. Unless the context otherwise requires, all references herein to “Orion,” the “Company,” the “Registrant,” “we,” “us,” or “our” refer to Orion Group Holdings, Inc. and its consolidated subsidiaries and affiliates.
Human Capital Management As of December 31, 2024, our marine segment had 736 employees, 212 of whom were full-time salaried personnel and most of the remainder of whom were hourly personnel. Our concrete segment had 1,031 employees, 175 of whom were full-time salaried personnel and most of the remainder were hourly personnel.
Our concrete segment had 1,146 employees, 200 of whom were full-time salaried personnel and most of the remainder were hourly personnel. Our corporate shared services had 122 employees, 95 of whom were full-time salaried personnel and most of the remainder were hourly personnel.
Both of our segments are highly fragmented with competitors generally varying within the markets we serve and with few competitors competing in all of the markets we serve or for all of the services that we provide.
Both of our segments are highly fragmented with competitors by geography and service offering and relatively few competitors competing across all of our markets or service lines in which we operate.
Orion’s Concrete segment received multiple safety awards in 2024 from the American Society of Concrete Contractors, AGC of Houston, and the Liberty Mutual Insurance Company’s Gold Safety Award for Outstanding Safety Performance. ​ Orion continues to invest in safety technologies, training programs, and employee engagement initiatives to maintain workplace safety and accountability. ​ Financial Information About Geographic Areas We are a project-driven marine and concrete contractor, and our operations represent two reportable segments for financial reporting.
We continue to invest in safety training, employee engagement, and operational practices intended to support workplace safety and accountability. ​ Financial information about geographic areas We are a project-driven marine and concrete contractor, and our operations represent two reportable segments for financial reporting.
Our diving services are largely performed in shallow water and include inspections, salvage and pile restoration and encapsulation. Our survey services include surveying pipelines and performing hydrographic surveys which determine the configuration of the floors of bodies of water and detect and identify wrecks and other obstructions.
Our survey services include surveying pipelines and performing hydrographic surveys that determine the configuration of the floors of bodies of water and detect and identify wrecks and other obstructions. Most of these specialty services support our other services or provide an introductory opportunity to other customers.
Site Remediation The Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), also known as “Superfund,” and comparable state laws and regulations impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons responsible for the release of hazardous substances into the environment.
As a generator of regulated wastes, we may be subject to accumulation, storage, labeling, recordkeeping, training, and reporting requirements and may utilize third-party transporters and disposal facilities. ​ Site remediation The Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), also known as “Superfund,” and analogous state laws may impose strict, joint and several liability for releases of hazardous substances into the environment, without regard to fault or the legality of prior conduct.
Our strategy is to deploy our fleet from project to project as required. 8 Table of Contents Equipment Certification In our marine segment, some of our equipment requires certification by the U.S. Coast Guard. All equipment that requires certification has obtained such certification and is maintained in good standing thereunder.
Coast Guard, and, where required, our vessels’ permissible loading capacities require certification by the American Bureau of Shipping (“ABS”). All equipment that requires certification has obtained such certification and is maintained in good standing thereunder.
These statutes, together with similar requirements for other sectors of the maritime industry, are collectively referred to as “cabotage” laws. In both our marine and concrete segments, we are subject to the requirements of the U.S. Occupational Safety and Health Administration (“OSHA”) and certain regulations for the Environmental Protection Agency (“EPA”).
Changes in these laws, regulations, interpretations, or the availability of waivers could increase competition or otherwise affect our operations. In both our marine and concrete segments, we are subject to the requirements of the U.S. Occupational Safety and Health Administration (“OSHA”) and to environmental laws and regulations administered by the U.S.
We believe that ownership of certain equipment is generally preferable to spot leasing or rental of equipment in some cases because it ensures the equipment is available as needed and normally results in lower costs.
We believe that ownership of certain equipment is generally preferable to spot leasing or renting in some cases because it helps ensure availability when needed and can result in lower costs. We continually monitor and adjust our fleet size to align with the size of our business, considering both existing backlog and expected future work.
We continually monitor and adjust our fleet size so that it is consistent with the size of the business, considering both existing backlog and expected future work. We believe that our equipment is well maintained and suitable for our current operations. We have the ability to extend the useful life of our equipment through capital refurbishment at periodic intervals.
We believe our equipment is well maintained and suitable for our current operations, and we have the ability to extend the useful life of certain equipment through periodic capital refurbishment. Most of our fleet is serviced by our own mechanics who work at various maintenance sites and facilities. In our marine segment, certain equipment requires certification by the U.S.
Our quarterly revenues and results of operations may fluctuate significantly depending upon the mix, size, scope, and progress schedules of our projects under contract, permitting, weather or other delays, the productivity of our labor force and the utilization of our equipment.
Our quarterly revenues and results of operations may fluctuate significantly due to the mix, size, scope, and timing of our projects under contract, including the timing of awards, mobilization, and progress schedules; the extent and timing of change orders; and the impact of project-specific risks.
We believe that compliance with existing federal, state and local environmental laws and regulations will not have a material adverse effect on our business, results of operations, or financial condition. 9 Table of Contents Waste Management Our operations could be subject to the federal Resource Conservation and Recovery Act (“RCRA”) and comparable state laws, which impose detailed requirements for the handling, storage, treatment and disposal of hazardous and non-hazardous solid wastes.
We believe we are in material compliance with applicable environmental laws and regulations, and we do not expect compliance with existing requirements to have a material adverse effect on our business, results of operations, or financial condition.
Trade Names We operate under a number of trade names. We consolidate our operations under the brand name “Orion Group Holdings, Inc.” We may be known as Orion Marine Group, Orion Marine Construction, Orion Marine Contractors, Orion Construction, East and West Jones Placement Area, Schneider E&C, Orion Industrial Construction, Orion Concrete Construction, Proco, or Houston Industrial Tool Services.
Depending on the market, customer, or service line, we may be known as Orion Marine Group, Orion Marine Construction, Orion Marine Contractors, Orion Construction, Schneider E&C (Schneider Engineering & Consulting), Orion Industrial Construction, Orion Concrete Construction, Proco, or Houston Industrial Tool Services.
These piles can exceed four feet in diameter, can range up to 170 feet in overall length, and are often driven 90 feet into the sea or river floor. We do not control the funding of bridge and causeway work, which has not been consistently available to fund maintenance and projects in the marine infrastructure industry.
These piles can exceed four feet in diameter, can range up to 170 feet in overall length, and are often driven 90 feet into the sea or river floor. ​ Environmental and Coastal Restoration ​ We construct a variety of environmental protection structures, including levees, erosion control systems, concrete mats, wetlands restoration features and geotube installations for island and shoreline creation. ​ Dredging ​ We perform maintenance dredging and capital dredging for ports, waterways and channels.
The U.S. citizenship ownership and control standards require the vessel-owning entity to be at least 75% U.S. citizen owned and prohibit the demise or bareboat chartering of the vessel to any entity that does not meet the 75% U.S. citizen ownership test.
For vessel-owning entities, the U.S. citizenship ownership and control standards generally require at least 75% U.S.-citizen ownership (and satisfaction of associated control requirements), and these restrictions can affect certain chartering and financing structures, including limitations on demise or bareboat chartering arrangements with non-qualifying entities.
These statutes require vessels engaged in the transport of merchandise or passengers between two points in the United States or dredging in the navigable waters of the U.S. to be documented with a coastwise endorsement, to be owned and controlled by U.S. citizens, to be manned by U.S. crews, and to be built in the U.S.
These laws generally limit the transportation of merchandise and passengers between points in the United States and dredging in the navigable waters of the United States to vessels that are eligible to engage in the coastwise trade, which typically requires that the vessel be documented under U.S. law with an appropriate coastwise endorsement and meet applicable U.S. ownership and control requirements.
Under such laws, we could be required to remove or remediate previously disposed wastes or property contamination, or to perform remedial activities to prevent future contamination. ​ Water Discharges The Federal Water Pollution Control Act, also known as the Clean Water Act (“CWA”), and analogous state laws impose strict controls with respect to the discharge of pollutants, including spills and leaks of oil and other substances, into waters of the United States, including wetlands.
As a result, we could incur costs to investigate or remediate contamination or otherwise address environmental conditions, including conditions attributable to third parties. ​ Water discharges The Federal Water Pollution Control Act, commonly referred to as the Clean Water Act (“CWA”), and analogous state laws regulate discharges of pollutants to waters of the United States, including wetlands.
These factors, as well as others, affect the rate at which revenue is recognized as projects are performed. 7 Table of Contents Competition In our marine segment, we compete with several regional marine construction services companies and a few national marine construction services companies.
These factors, as well as others, influence the pace at which we perform work and, accordingly, the rate at which revenue and profit are recognized over the life of our projects.
A portion of our construction contracts are entered into with public authorities and frequently impose additional governmental requirements, including those related to environmental concerns. Such laws and regulations may require that both segments and their customers obtain, and comply with, various environmental permits, registrations, licenses and other approvals.
These laws and regulations may require that we and/or our customers obtain and comply with environmental permits, registrations, licenses, and other approvals.
The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The CWA also regulates the discharge of dredged or fill material into waters of the U.S., and activities that result in such discharge generally require permits issued by the Corps of Engineers.
Discharges are generally prohibited unless authorized under an applicable permit (including National Pollutant Discharge Elimination System (“NPDES”) permits for certain discharges, such as construction-related stormwater). In addition, Section 404 of the CWA regulates the discharge of dredged or fill material into waters of the United States, and permits for such activities are issued by the U.S.
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Item 1. BUSINESS General background Orion Group Holdings, Inc. and subsidiaries, is a leading specialty construction company serving the infrastructure, industrial, and building sectors, providing services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through our marine segment and our concrete segment.
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Orion is a Delaware corporation, and its common stock is listed on the New York Stock Exchange and NYSE Texas under the symbol ORN. The Company is headquartered in Houston, Texas with regional offices throughout its operating areas.
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Our marine segment provides construction and dredging services including marine transportation facility construction, marine pipeline construction, marine environmental structures construction, dredging of waterways, channels and ports, environmental dredging, design, and specialty services related to marine construction, fabrication, and dredging.
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As of December 31, 2025, we had a workforce of over 2,000 employees who are committed to delivering projects with predictable excellence and guided by our core values: Safety, Quality, Delivery, Teamwork, and Integrity.
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Our concrete segment provides turnkey concrete construction services including concrete surface place and finish, site preparation, layout, forming, and rebar placement for large commercial, structural and other associated business areas. We are headquartered in Houston, Texas with regional offices throughout our operating areas.
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On February 3, 2026, we entered into a Securities Purchase Agreement (the “JEM Purchase Agreement”) and completed an acquisition (the “JEM Acquisition”) of all of the capital stock of J.E. McAmis, Inc., a California corporation, and all of the membership interests in JEM Marine Leasing, LLC, a Washington limited liability company (collectively, “JEM”).
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History and growth Orion Group Holdings, Inc. was founded in 1994 as a marine construction project management business. Since then, we have expanded our reach both through organic growth and acquisitions. Strategic acquisitions have enhanced our operational capabilities, provided us with a larger geographic base, and added to our equipment fleet.
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The purchase price consisted of: (a) $50.0 million in cash, subject to adjustments pursuant to the purchase agreement; a $12.0 million unsecured subordinated promissory note; and 182,392 shares of Orion’s common stock, and (b) contingent post-closing cash payments dependent upon project profit realized from contracts of JEM under backlog identified in the JEM Purchase Agreement.
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Today we are focused on becoming a leading specialty construction and engineering company in the infrastructure, industrial, and building sectors and will continue to seek growth opportunities through greenfield expansion, acquisitions, vertical integration, and diversification.
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JEM is engaged in the business of providing dredging, jetty and breakwater construction, environmental restoration and rehabilitation, and dam and spillway construction. In addition to reporting our results of operations using Generally Accepted Accounting Principles (“GAAP”), we also utilize non-GAAP metrics to manage our business and provide what we believe are meaningful metrics to the investment community.
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Services Provided Marine Construction Services Marine construction services include construction, restoration, dredging, maintenance and repair of marine transportation facilities, marine pipelines, bridges and causeways, and marine environmental structures. We have the capability of providing design-build services and typically serve as the prime contractor for these types of projects.
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These non-GAAP metrics include Adjusted EBITDA (our earnings before taxes, interest and depreciation and amortization with non-cash stock compensation and other non-recurring, non-core related costs added), Adjusted Earnings per Share (net income after tax, adjusted for amortization of intangibles, non-cash compensation, and other non-core 3 Table of Contents expenses and associated tax expenses or benefits) and Backlog (projects under contract that have either (a) not been started, or (b) are in progress but are not yet complete). ​ Market and Services Overview ​ The markets we serve benefit from diverse and sustained demand drivers, including federal funding for transportation and coastal infrastructure, increasing investment in domestic manufacturing and energy facilities, expansion of data center capacity, and long-term United States (“U.S.”) Navy modernization initiatives. ​ Marine Business ​ Our marine business provides comprehensive engineering, construction, dredging and specialty services to a diverse set of clients that includes federal, state and local governmental agencies as well as private commercial and industrial enterprises.
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Marine transportation facility projects include building or rehabilitating public port facilities for container ship loading and unloading; cruise ship port facilities; private terminals; special-use Navy terminals; recreational use marinas and docks; and other marine-based facilities.
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With a specialized fleet, deep technical expertise, and more than a century of marine legacy, we execute complex projects safely and efficiently across the continental United States, Alaska, Hawaii, Canada, and the Caribbean Basin. Demand for our marine services is supported by multiple strong, long-term tailwinds, including: ● U.S.
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These projects typically require the positioning and installation of steel or concrete fabrication dock or mooring structures designed for durability and longevity, and involve driving piles of concrete, pipe or sheet pile to provide a foundation for the port facility structure that we subsequently construct on the piles.
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Navy modernization efforts, particularly in the Pacific, where the Navy has outlined approximately $80 billion of planned investment under the Pacific Deterrence Initiative to upgrade shipyards, dry docks, and waterfront infrastructure; ● Federal infrastructure funding, including the Infrastructure Investment and Jobs Act, which provides multi-year appropriations for ports, waterways, bridges, and coastal resilience programs; ● Port expansion and maintenance, driven by increased cargo volumes, larger vessel traffic, and the need for deeper channels and upgraded berth facilities; ● Coastal rehabilitation and environmental restoration resulting from storm events, sea-level rise, and climate-related impacts; and ● Energy and petrochemical investment, including maintenance dredging and waterfront construction for liquefied natural gas, refining, and chemical facilities.
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We also provide on-going maintenance and repair, inspection services, emergency repair, and demolition and salvage services to such facilities. 3 Table of Contents Our marine pipeline service projects generally include the installation or removal of underwater buried pipeline transmission lines; installation of pipeline intakes and outfalls for industrial facilities; construction of pipeline outfalls for wastewater and industrial discharges; river crossing and directional drilling; creation of hot taps and tie-ins; and inspection, maintenance and repair services.
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Our strong performance on the U.S. Navy’s $450 million Pearl Harbor dry dock project, together with our established marine construction capabilities, positions us well for future Pacific-region opportunities as the Navy advances long-term modernization initiatives. Transportation Facility Projects We build, rehabilitate, and maintain a wide range of marine transportation facilities, including terminals, cruise ship berths, private terminals, U.S.
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Our bridge and causeway projects include the construction, repair and maintenance of all types of overwater bridges and causeways, as well as the development of fendering systems in marine environments. We serve as the prime contractor for many of these projects, and some of these are design-build contracts.
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Navy facilities, marinas and other port facilities. Our services include installation of foundations, mooring structures, and related components, as well as ongoing inspection, maintenance and emergency repair. Pipeline and Utility Marine Services We install and remove underwater pipelines and transmission infrastructure, including industrial intakes and outfalls, river crossing, and tie-ins.
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These projects involve fabricating steel or concrete structures designed for durability and longevity, and involve driving concrete, pipe or sheet pile into the subsurface to create support for the concrete deck roadways that we subsequently construct on the piles.
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In addition, we provide logistics services for directional drilling and provide inspection, maintenance and repair services for existing systems. ​ 4 Table of Contents Bridge and Causeway Construction We construct, repair, and maintain overwater bridges, causeways, and fendering systems. These projects often involve deep foundational work, including installation of concrete, pipe, or sheet piles to support marine and transportation structures.
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Marine environmental structure projects may include the installation of concrete mattresses to promote erosion protection, construction of levees to contain environmental mitigation projects, and the installation of geotubes for wetlands and island creation. Such structures are used for erosion control, wetlands creation and environmental remediation.
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Our work supports navigability, deepening and widening of channels, land reclamation, beach nourishment, erosion control and habitat restoration. Maintenance dredging is a source of recurring revenue as active channels typically require routine dredging due to natural sedimentation.
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Dredging generally enhances or preserves the navigability of waterways or the protection of shorelines through the removal or replenishment of soil, sand or rock. Dredging involves the removal of mud and silt from the channel floor by means of a mechanical backhoe, crane and bucket or cutter suction dredge and pipeline systems.
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Concrete Business Our concrete business provides construction services for commercial, industrial, multi-family residential and public projects, including the rapidly growing data center market. With more than 40 years of legacy experience, we deliver high-quality work safely, on time and on budget.
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Dredging is integral to marine capital and maintenance projects, including: maintenance for previously deepened waterways and harbors to remove silt, sand and other accumulated sediments; construction of breakwaters, jetties, canals and other marine structures; deepening ship channels and wharves to accommodate larger and deeper draft ships; containing erosion of wetlands and coastal marshes; land reclamation; and beach nourishment and creation of wildlife refuges.
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Our success in this segment is supported by long-standing, trusted relationships with leading clients and general contractors, which are essential to building backlog and delivering sustained revenue growth. Structural demand for our concrete services in our core geographies is supported by continued demographic growth, business expansion, and industrial investment across the U.S.
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Maintenance dredging projects are a source of recurring revenue as active channels typically require routine dredging due to natural sedimentation. The frequency of maintenance dredging may be accelerated by heavy rainfall or major weather events such as hurricanes. Areas where no natural deep-water ports exist, such as the Texas Gulf Coast, require substantial dredging.
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A rapidly growing portion of our concrete activity relates to data centers, which are critical infrastructure supporting artificial intelligence, cloud computing, and increased digital consumption. Demand in this sector is driven by customers’ emphasis on safety, schedule certainty, and execution reliability.
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Most of these specialty services support our other services or provide an introductory opportunity to other customers.
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Industrial and commercial demand is also supported by U.S. manufacturing reshoring, supply-chain diversification, and capital investment in distribution, logistics, and advanced manufacturing facilities. Institutional construction needs—including educational, medical, and municipal buildings—are expected to grow alongside continued population and economic expansion in our core regions.
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Concrete Construction Services Our concrete construction services have been involved in thousands of successful commercial projects – both simple and complex – in the broader Texas market, including Houston, Dallas and Fort Worth where we continue to operate, and we have recently expanded operations to other states in partnership with general contractors with which we work.
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Our ability to self-perform the majority of our concrete work enhances quality, schedule reliability, and cost control across all end markets. ​ 5 Table of Contents Data Centers We have completed over 40 data centers for world-class hyperscalers and clients in partnership with leading general contractors.
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Our portfolio of commercial projects includes warehouse and distribution, medical, retail, education, office buildings, multi-family, religious, industrial and community projects – nearly the full spectrum of commercial construction projects. We are a turnkey subcontractor that performs the vast majority of all our work with our own labor forces.
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Hyperscale clients prioritize safety and on-time delivery, and our exceptional safety record and disciplined execution have positioned us as a trusted partner in this rapidly growing sector. Industrial, Warehouse and Distribution Facilities We construct concrete foundations, tilt-wall structures, and floors ranging from small facilities to large-scale distribution centers spanning more than one million square feet.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe restrictions under our indebtedness may prevent us from engaging in certain transactions which might otherwise be considered beneficial to us, for example, they could: ● increase our vulnerability to general adverse economic and industry conditions; ● limit our ability to fund future working capital and capital expenditures, to engage in future acquisitions, to enter into new construction or development activities, or to otherwise fully realize the value of our assets and opportunities because of the need to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness or to comply with any restrictive terms of our indebtedness; ● limit our flexibility in planning for, or reacting to, changes in our businesses and the industries in which we operate; and ● place us at a competitive disadvantage as compared to our competitors that have less debt.
Biggest changeAmong other things, these requirements could potentially limit our ability to: ​ ● incur additional indebtedness or liens; ● make payments in respect of or redeem or acquire any debt or equity issued by us; ● sell assets; ● make loans or investments; ● make guarantees; ● enter into any hedging agreement for speculative purposes; ● acquire or be acquired by other companies; or ● amend some of our contracts. ​ The restrictions under our indebtedness may prevent us from engaging in certain transactions which might otherwise be considered beneficial to us, for example, they could: ​ ● increase our vulnerability to general adverse economic and industry conditions; ● limit our ability to fund future working capital and capital expenditures, to engage in future acquisitions, to enter into new construction or development activities, or to otherwise fully realize the value of our assets and opportunities because of the need to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness or to comply with any restrictive terms of our indebtedness; ● limit our flexibility in planning for, or reacting to, changes in our businesses and the industries in which we operate; and ● place us at a competitive disadvantage as compared to our competitors that have less debt. ​ We may incur additional indebtedness in the future by issuing debt instruments, under new credit agreements, under joint venture agreements, under capital leases or synthetic leases, on a project-finance or other basis or a combination of these.
Item 1A. RISK FACTORS We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially adversely affect our business, financial condition, and results of operations. The risks described below highlight some of the factors that have affected and could affect us in the future.
Item 1A. RISK FACTORS We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially adversely affect our business, financial condition, and results of operations. The risks described below highlight the known factors that have affected and could affect us in the future.
Our business, operating results and financial condition could be materially and adversely affected by severe weather and other natural disasters, such as earthquakes or hurricanes, particularly along the Gulf Coast, the West Coast, the Atlantic Seaboard, and the Caribbean Basin.
Our business, operating results and financial condition could be materially and adversely affected by severe weather and other natural disasters, such as earthquakes, flooding or hurricanes, particularly along the Gulf Coast, the West Coast, the Atlantic Seaboard, and the Caribbean Basin.
A reduction in scale, a delay in scheduled work, the termination of a material contract, or the loss of a major customer could negatively impact our reputation and could have an adverse effect on our business, our revenue and results of operations.
A reduction in scale, a delay in scheduled work, the completion or termination of a material contract, or the loss of a major customer could negatively impact our reputation and could have an adverse effect on our business, our revenue and results of operations.
If serious accidents or fatalities occur or our safety record was to deteriorate, we may be excluded from bidding on certain work, expose ourselves to possible lawsuits, and existing service arrangements could be terminated, thus having a material adverse impact on our financial position, results of operations, cash flows and liquidity. Further, regulatory changes implemented by OSHA or the U.S.
If serious accidents or fatalities occur or our safety record deteriorates, we may be excluded from bidding on certain work, expose ourselves to possible lawsuits, and existing service arrangements could be terminated, thus having a material adverse impact on our financial position, results of operations, cash flows and liquidity. Further, regulatory changes implemented by OSHA or the U.S.
The United States citizen ownership and control standards require the vessel-owning entity to be at least 75% U.S. citizen-owned, thus restricting foreign ownership interests in the entities that directly or indirectly own the vessels we operate.
The United States citizen ownership and control standards require the vessel-owning entity to be at least 75% U.S. citizen-owned, thus restricting foreign ownership interests in the entities that directly or indirectly own the coastwise-qualified vessels we operate.
If our reputation as a joint venture partner is harmed, it may be difficult for us to enter into new joint venture arrangements which are increasingly required due to the increased size and scale of projects we are bidding on and expect to bid on in the future. ​ We and our joint venture partners are also generally jointly and severally liable for all liabilities and obligations of the joint venture.
If our reputation as a joint venture partner is harmed, it may be difficult for us to enter into new joint venture arrangements which are increasingly required due to the increased size and scale of projects we are bidding on and expect to bid on in the future. 20 Table of Contents ​ We and our joint venture partners are also generally jointly and severally liable for all liabilities and obligations of the joint venture.
Even if we are awarded contracts, we face additional risks that could affect whether, or when, work will begin. For example, some of our contracts are subject to financing and other contingencies that may delay or result in termination of projects. This may make it difficult to match workforce size and equipment location with contract needs.
Even if we are awarded contracts, we face additional risks that could affect whether, or when, work will begin. For example, some of our contracts are subject to financing and other contingencies that may delay or result in termination of projects. This may make it difficult to match 19 Table of Contents workforce size and equipment location with contract needs.
To the extent that we experience a material increase in the frequency or severity of accidents or workers’ compensation and health claims, or unfavorable developments on existing claims, our operating results and financial condition could be materially and adversely affected. Our operations are subject to environmental laws and regulations that may expose us to significant costs and liabilities.
To the extent that we experience a material increase in the frequency or severity of accidents or workers’ compensation and health claims, or unfavorable developments on existing claims, our operating results and financial condition could be materially and adversely affected. 17 Table of Contents Our operations are subject to environmental laws and regulations that may expose us to significant costs and liabilities.
Jones Act laws typically operate to make liability limits established by USL&H and state workers’ compensation laws inapplicable to these employees and to permit these employees and their representatives to pursue litigation against employers for job-related injuries.
Jones Act laws typically operate to make liability limits established by state workers’ compensation laws inapplicable to these employees and to permit these employees and their representatives to pursue litigation against employers for job-related injuries.
Foreign Corrupt Practices Act, as amended, various export laws, and other similar laws applicable to our operations in international markets; ● exchange controls or other limitations on international currency movements, including restrictions on the repatriation of funds to the U.S. from certain countries; ● sanctions imposed by the U.S. government that prevent us from engaging in business in certain countries or with certain counter-parties; ● expropriation or nationalization of assets; ● inability to obtain or preserve certain intellectual property rights in the foreign countries in which we operate; ● our inexperience in certain international markets; ● health emergencies or pandemics; ● fluctuations in foreign currency exchange rates; ● political and economic instability; and ● wars, rebellions and acts of terrorism. ​ Our current insurance coverage may not be adequate, and we may not be able to obtain insurance at acceptable rates, or at all.
Foreign Corrupt Practices Act, as amended, various export laws, and other similar laws applicable to our operations in international markets; ● exchange controls or other limitations on international currency movements, including restrictions on the repatriation of funds to the U.S. from certain countries; ● sanctions imposed by the U.S. government that prevent us from engaging in business in certain countries or with certain counter-parties; ● expropriation or nationalization of assets; ● inability to obtain or preserve certain intellectual property rights in the foreign countries in which we operate; ● our inexperience in certain international markets; ● health emergencies or pandemics; ● fluctuations in foreign currency exchange rates; ● political and economic instability; and ● wars, rebellions and acts of terrorism. ​ Our current insurance coverage may not be adequate, and we may not be able to obtain insurance at acceptable rates, or at all. ​ We maintain various insurance policies, including general liability and workers’ compensation.
Because in some cases we are not protected by the limits imposed by state workers’ compensation statutes, we have greater exposure for claims made by these employees as compared to employers whose employees are not covered by these provisions. For example, in the normal course of business, we are a defendant in various personal injury lawsuits.
Because in some cases we are not protected by the limits imposed by state workers’ 22 Table of Contents compensation statutes, we have greater exposure for claims made by these employees as compared to employers whose employees are not covered by these provisions. For example, in the normal course of business, we are a defendant in various personal injury lawsuits.
Our marine infrastructure construction, salvage, demolition, dredging and dredge material disposal activities are subject to stringent and complex federal, state and local environmental laws and regulations, including those concerning air 17 Table of Contents emissions, water quality, solid waste management, and protection of certain marine and bird species, their habitats, and wetlands.
Our marine infrastructure construction, salvage, demolition, dredging and dredge material disposal activities are subject to stringent and complex federal, state and local environmental laws and regulations, including those concerning air emissions, water quality, solid waste management, and protection of certain marine and bird species, their habitats, and wetlands.
In addition, the conditions of the bonding market may change, increasing our costs of bonding or restricting our ability to get new bonding, which could have a material adverse effect on our business, operating results and financial condition. 12 Table of Contents We rely on highly competitive and highly regulated government contracts.
In addition, the conditions of the bonding market may change, increasing our costs of bonding or restricting our ability to get new bonding, which could have a material adverse effect on our business, operating results and financial condition. We rely on highly competitive and highly regulated government contracts.
We may not be able to recover some or any of these costs through insurance or increased revenues, which may have a material adverse effect on our business, operating results and financial condition. See “Business – Environmental Matters” for more information.
We may not be able to recover some or any of these costs through insurance or increased revenues, which may have a material adverse effect on our business, operating results and financial condition. See “Item 1. Business – Environmental Matters” for more information.
In addition, we may be subject to disruptions by organized labor groups protesting our non-union status. Any of these events would be 21 Table of Contents disruptive to our operations and could have a material adverse effect on our business, operating results and financial condition.
In addition, we may be subject to disruptions by organized labor groups protesting our non-union status. Any of these events would be disruptive to our operations and could have a material adverse effect on our business, operating results and financial condition.
In addition, government contracts are subject to specific procurement regulations, contract provisions and a variety of regulatory requirements relating to their formation, administration, performance and accounting. Many of these contracts include express or implied certifications of compliance with applicable laws and contract provisions.
In addition, government contracts are subject to specific procurement regulations, contract provisions and a variety of regulatory requirements relating to their formation, 12 Table of Contents administration, performance and accounting. Many of these contracts include express or implied certifications of compliance with applicable laws and contract provisions.
In addition, we face the threat to our computer systems of unauthorized access, computer hackers, computer viruses, malicious code, organized cyber-attacks and other security problems and system disruptions, including possible 22 Table of Contents unauthorized access to and disclosure of our and our clients’ proprietary or classified information.
In addition, we face the threat to our computer systems of unauthorized access, computer hackers, computer viruses, malicious code, organized cyber-attacks and other security problems and system disruptions, including possible unauthorized access to and disclosure of our and our clients’ proprietary or classified information.
In some cases, we may be required to bear the cost of a readily available workforce and fleet of equipment that is larger than needed at the time, resulting in unpredictability in our cash 19 Table of Contents flow, expenses and profitability.
In some cases, we may be required to bear the cost of a readily available workforce and fleet of equipment that is larger than needed at the time, resulting in unpredictability in our cash flow, expenses and profitability.
Moreover, construction projects for which our services are contracted may require significant expenditures by us prior to receipt of relevant payments by a customer and may expose us to potential credit risk if such customer should encounter financial difficulties. Such expenditures could reduce our cash flows and necessitate increased borrowings under our Credit Agreement.
Moreover, construction projects for which our services are contracted may require significant expenditures by us prior to receipt of relevant payments by a customer and may expose us to potential credit risk if such customer should encounter financial difficulties. Such expenditures could reduce our cash flows and necessitate increased borrowings under our UMB Credit Agreement (as defined below).
Any such predictions may be impacted by these factors as well as others that are beyond our control and might not turn out to be accurate. ​ We may not be able to enter into contracts associated with our pipeline of opportunities, or realize any revenue associated with our pipeline of opportunities. ​ As of December 31, 2024, we had a pipeline of opportunities of approximately $16 billion.
Any such predictions may be impacted by these factors as well as others that are beyond our control and might not turn out to be accurate. ​ We may not be able to enter into contracts associated with our pipeline of opportunities, or realize any revenue associated with our pipeline of opportunities. ​ As of December 31, 2025, we had a pipeline of opportunities of approximately $22 billion.
Our employees in the marine segment are covered by federal laws that provide seagoing employees remedies for job-related claims in addition to those provided by state laws. Many of our marine segment employees are covered by federal maritime law, including provisions of the Jones Act, the Longshore and Harbor Workers Act, (“USL&H”) and the Seaman’s Wage Act.
Our employees in the marine segment are covered by federal laws that provide seagoing employees remedies for job-related claims in addition to those provided by state laws. Many of our marine segment employees are covered by federal maritime law, including provisions of the Jones Act, the Longshore and Harbor Workers Compensation Act (“LHWCA”) and the Seaman’s Wage Act.
If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed will remain the same, and our net income and operating cash flows, including cash available for servicing our indebtedness, will correspondingly decrease.
If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the 24 Table of Contents amount borrowed will remain the same, and our net income and operating cash flows, including cash available for servicing our indebtedness, will correspondingly decrease.
Our ability to timely execute on our work is often affected by scheduling changes or contract performance by our co-contractors, all of which are outside of our control. ​ For example, our Pearl Harbor Project for the United States Navy, our portion of which totals approximately $450.2 million, and our design-build contract for the Grand Bahama Shipyard totaling approximately $120.2 million may concentrate our revenues.
Our ability to timely execute on our work is often affected by scheduling changes or contract performance by our co-contractors, all of which are outside of our control. ​ For example, our Pearl Harbor Project for the United States Navy, our portion of which totals approximately $463.9 million, and our design-build contract for the Grand Bahama Shipyard totaling approximately $125.9 million may concentrate our revenues.
For the years ended December 31, 2024, 2023 and 2022, our international operations generated approximately 7.4%, 5.1% and 0.9% of our contract revenues, respectively.
For the years ended December 31, 2025, 2024 and 2023, our international operations generated approximately 4.9%, 7.4% and 5.1% of our contract revenues, respectively.
If our partners do not meet their contractual obligations, the joint venture may be unable to adequately 20 Table of Contents perform and deliver its contracted services, requiring us to make additional investments or perform additional services to the customer.
If our partners do not meet their contractual obligations, the joint venture may be unable to adequately perform and deliver its contracted services, requiring us to make additional investments or perform additional services to the customer.
We maintain insurance to cover claims that arise from injuries to our workforce subject to a deductible. During 2024, we recorded $2.6 million of expense for our self-insured portion of these liabilities. We believe our recorded self-insurance reserves represent our best estimate of the outcomes of these claims. Should negative trends persist, we could be negatively impacted in the future.
We maintain insurance to cover claims that arise from injuries to our workforce subject to a deductible. During 2025, we recorded $0.7 million of expense for our self-insured portion of these liabilities. We believe our recorded self-insurance reserves represent our best estimate of the outcomes of these claims. Should negative trends persist, we could be negatively impacted in the future.
Our marine segment operates in jurisdictions outside of the U.S. and we intend to continue expanding our operations to more jurisdictions outside of the U.S. ​ Our marine segment, which accounted for 65.5%, 55.6% and 45.3% of our contract revenues for the years ended December 31, 2024, 2023 and 2022, respectively, has a significant portion of those operations performed outside of the U.S.
Our marine segment operates in jurisdictions outside of the U.S. and we intend to continue expanding our operations to more jurisdictions outside of the U.S. ​ Our marine segment, which accounted for 63.9%, 65.5% and 55.6% of our contract revenues for the years ended December 31, 2025, 2024 and 2023, respectively, has a significant portion of those operations performed outside of the U.S.
In addition, our vessels in the marine segment may be subject to arrest or seizure by claimants as security for maritime torts committed by the vessel or us or the failure by us to pay for necessities, including fuel and repair services, which were furnished to the vessel.
In addition, our vessels in the marine segment may be subject to arrest or seizure by claimants as security for maritime torts committed by the vessel or us, a breach of a fleet mortgage secured by the vessel, or the failure by us to pay for necessities, including fuel and repair services, which were furnished to the vessel.
Our concrete segment is geographically concentrated in Texas. ​ Our concrete segment, which accounted for 34.5%, 44.4% and 54.7% of our contract revenues for the years ended December 31, 2024, 2023 and 2022, respectively, is concentrated in the metropolitan areas of the State of Texas, particularly Houston and Dallas.
Our concrete segment is geographically concentrated in Texas. ​ Our concrete segment, which accounted for 36.1%, 34.5% and 44.4% of our contract revenues for the years ended December 31, 2025, 2024 and 2023, respectively, is concentrated in the metropolitan areas of the State of Texas, particularly Houston and Dallas.
As of December 31, 2024, we had a backlog of work to be completed on contracts totaling approximately $582.8 million in our marine segment and approximately $146.3 million in our concrete segment. Backlog includes new awards, which represent the potential revenue value realizable pursuant to new project commitments received by us during a given period.
As of December 31, 2025, we had a backlog of work to be completed on contracts totaling approximately $480 million in our marine segment and approximately $160 million in our concrete segment. Backlog includes new awards, which represent the potential revenue value realizable pursuant to new project commitments received by us during a given period.
To the extent we are unable to perform our services or experience any delays in the Pearl Harbor Project, the Grand Bahama Shipyard or any other significant project, anticipated revenue or profits associated with that project may not be realized or may otherwise shift into future periods, which may impact the accuracy of our guidance. ​ The timing and funding of new contracts may result in volatility in our cash flow and profitability.
To the extent we are unable to perform our services or experience any delays in the Pearl Harbor Project, the Grand Bahama Shipyard or any other significant project, anticipated revenue or profits associated with that project may not be realized or may otherwise shift into future periods, which may impact the accuracy of our guidance.
The Foreign Dredge Act of 1906, the Jones Act, the Shipping Act of 1984 and the Vessel Documentation Act require vessels engaged in the transport of merchandise or passengers between two points in the United States or dredging in the navigable waters of the United States to be owned and controlled by United States citizens.
The Foreign Dredge Act of 1906, the Merchant Marine Act of 1920 (the “Jones Act”) and the Vessel Documentation Act require vessels engaged in the transport of merchandise or passengers between two points in the United States or dredging in the navigable waters of the United States to be owned and controlled by United States citizens.
Our insurance policies may not be adequate to protect us from liabilities that we incur in our business. In addition, some of the projects that we bid on require us to maintain high levels of builder’s risk insurance. We may not be able to obtain similar levels of insurance on reasonable terms, or at all.
In addition, some of the projects that we bid on require us to maintain high levels of builder’s risk insurance. We may not be able to obtain similar levels of insurance on reasonable terms, or at all.
If we incur additional indebtedness in the future, it likely would be under arrangements that may have terms and 23 Table of Contents conditions at least as restrictive as those contained in our existing Credit Agreement. At December 31, 2024, available capacity to borrow on the revolving lines of credit was $26.7 million.
If we incur additional indebtedness in the future, it likely would be under arrangements that may have terms and conditions at least as restrictive as those contained in our UMB Credit Agreement. At December 31, 2025, available capacity to borrow on the revolving lines of credit was $60.0 million.
While we had approximately $500 million of available bonding capacity as of December 31, 2024, we may not be able to maintain a sufficient level of bonding capacity in the future which could preclude us from being able to bid for certain contracts and successfully contract with certain customers.
We may not be able to maintain a sufficient level of bonding capacity in the future which could preclude us from being able to bid for certain contracts and successfully contract with certain customers.
These factors could adversely affect our operations and financial position. ​ General Risk Factors Systems and information technology interruption or failure and data security breaches could adversely impact our ability to operate or expose us to significant financial losses and reputational harm.
These factors could adversely affect our operations and financial position. ​ General Risk Factors ​ Systems and information technology interruption or failure and data security breaches could adversely impact our ability to operate or expose us to significant financial losses and reputational harm. ​ We rely heavily on computer information, communications technology and related systems in order to properly operate our business.
We maintain various insurance policies, including general liability and workers’ compensation. We are partially self-insured under some of our policies, and our insurance does not cover all types or amounts of liabilities. We are not required to, and do not, specifically set aside funds for our self-insurance programs.
We are partially self-insured under some of our policies, and our insurance does not cover all types or amounts of liabilities. We are not required to, and do not, specifically set aside funds for our self-insurance programs. At any given time, we are subject to multiple workers’ compensation and personal injury claims.
The Bahamas represented our largest international market outside of the U.S., with our Bahamian operations representing 7.4% of our contract revenues for the year ended December 31, 2024, including 1.8% of our total cash balance at December 31, 2024. In addition, we intend to expand our operations to other areas 16 Table of Contents outside the U.S. in the future.
The Bahamas represented our largest international market outside of the U.S., with our Bahamian operations representing 4.9% and 7.4% of our contract revenues for the year ended December 31, 2025 and 2024, respectively, including 14.2% and 1.8% of our unrestricted total cash balance at December 31, 2025 and 2024, 16 Table of Contents respectively.
We may be subject to unionization, work stoppages, slowdowns or increased labor costs. On February 4, 2022, former U.S.
We may be subject to unionization, work stoppages, slowdowns or increased labor costs.
Failure to comply with the terms and conditions of any existing or future indebtedness, including current or prospective covenants, would constitute an event of default. If an event of default occurs, the lenders will have the right to accelerate the maturity of such indebtedness and foreclose upon the collateral, if any, securing that indebtedness.
Failure to comply with the terms and conditions of any existing or future indebtedness, including current or prospective covenants, would constitute an event of default.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly. Borrowings under the Credit Agreement allow for loans at variable rates of interest and expose us to interest rate risk.
If an event of default occurs, the lenders will have the right to accelerate the maturity of such indebtedness and foreclose upon the collateral, if any, securing that indebtedness. ​ Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly. ​ Borrowings under the UMB Credit Agreement allow for loans at variable rates of interest and expose us to interest rate risk.
As a result, we may be required to expend significant resources to protect against the threat of these system disruptions and security breaches or to alleviate problems caused by these disruptions and breaches. Any of these events could damage our reputation and have a material adverse effect on our business, financial condition, results of operations and cash flows.
As a result, we may be required to expend significant resources to protect against the threat of these system disruptions and security breaches or to alleviate problems caused by these disruptions and breaches.
If the population decreases or slows in growth, it may adversely affect economic growth and ultimately limit the need for construction services in the areas we currently perform services.
If the population decreases or slows in growth, it may adversely affect economic growth and ultimately limit the need for construction services in the areas we currently perform services. Moreover, even when the underlying economic fundamentals that ordinarily drive the level of construction activity are strong, the level of economic activity in such markets may be suppressed.
At any given time, we are subject to multiple workers’ compensation and personal injury claims. We maintain substantial loss accruals for workers’ compensation claims, and, until recently, our workers’ compensation and insurance costs have been rising for several years notwithstanding our emphasis on safety.
We maintain substantial loss accruals for workers’ compensation claims, and, until recently, our workers’ compensation and insurance costs have been rising for several years notwithstanding our emphasis on safety. Our insurance policies may not be adequate to protect us from liabilities that we incur in our business.
To the extent the controlling member makes decisions that negatively impact the joint venture or arrangement or internal control problems arise within the joint venture or arrangement, it could have a material adverse impact on our business, results of operations, cash flows or financial condition. ​ Risk Factors Relating to Our Employees If we fail to attract, retain and engage appropriately qualified employees, including employees in key positions, our operations and profitability may be harmed.
To the extent the controlling member makes decisions that negatively impact the joint venture or arrangement or internal control problems arise within the joint venture or arrangement, it could have a material adverse impact on our business, results of operations, cash flows or financial condition. ​ Acquisitions and mergers may disrupt our business, and integrating acquired companies may be more difficult, costly, or time-consuming than we expect. ​ Our growth strategy includes, among other things, acquisitions and vertical integrations.
Additionally, rising interest rates may increase our cost of capital and, therefore, reduce the amount of capital available to fund our operations. Our bonding requirements may limit our ability to incur indebtedness. We generally are required to provide various types of surety bonds that provide an additional measure of security for our performance under certain government and private sector contracts.
However, we may not maintain those instruments with respect to all of our variable rate indebtedness, and any instruments we enter into may not fully mitigate our interest rate risk and subject us to counter-party credit risk. ​ Our bonding requirements may limit our ability to incur indebtedness. ​ We generally are required to provide various types of surety bonds that provide an additional measure of security for our performance under certain government and private sector contracts.
At December 31, 2024, our total indebtedness under our three-year $103.0 million senior secured credit facility (the “Credit Agreement”), dated May 15, 2023, as amended, was approximately $23.0 million. We must comply with various affirmative and negative covenants contained in our Credit Agreement, some of which may restrict the way in which we would like to conduct our business.
We must comply with customary affirmative and negative covenants contained in the UMB Credit Agreement, some of which may restrict the way in which we conduct our business.
We rely heavily on computer information, and communications technology and related systems in order to properly operate our business. From time to time, we experience occasional system interruptions and delays.
From time to time, we experience occasional system interruptions and delays.
President Biden signed Executive Order 14063, which provided that, with certain exceptions, government contractors and subcontractors working on federal construction projects that are estimated to cost the U.S. government at least $35 million must become a party to a project labor agreement with one or more appropriate labor organizations. On December 22, 2023, the U.S.
On February 4, 2022, President Biden issued Executive Order 14063, and on December 22, 2023 the Federal Acquisition Regulatory Council issued a final rule (effective January 22, 2024) that generally requires federal agencies, subject to specified exceptions, to include project labor agreement (“PLA”) requirements on certain federal construction projects estimated to cost the U.S.
In the event the rule is ultimately determined by a high court to be valid and our operations are determined not to satisfy any of the exceptions of the rule or the government otherwise determines that our operations with respect to any future federal project must comply with the rule, then we may be required to enter into project labor agreements which would be disruptive to our operations and could have a material adverse effect on our business, operating results and financial condition.
If we (or our subcontractors) are required to enter into a PLA on a federal project, we could incur higher labor and compliance costs, face staffing/subcontracting constraints, or experience labor-related disruptions, which could have a material adverse effect on our business, operating results and financial condition.
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Moreover, even when the underlying economic fundamentals that ordinarily drive the level of construction activity are strong, the level of economic activity in such markets may be suppressed during inflationary periods that are accompanied by increasing interest rates.
Added
In addition, we intend to expand our operations to other areas outside the U.S. in the future.
Removed
If the Federal Reserve Board resumes increasing interest rates to respond to re-emerging inflation concerns, or otherwise maintains high interest rates, commercial development could slow and our concrete business could see a reduction in demand.
Added
Furthermore, if we are unable to replace projects like the Pearl Harbor Project or the Grand Bahama Shipyard upon completion of those projects, our revenue and profitability may be lower in future years. ​ The timing and funding of new contracts may result in volatility in our cash flow and profitability.
Removed
Federal Acquisition Regulatory Council issued a final rule consistent with the executive order, which went into effect on January 22, 2024. On January 21, 2025, the United States Court of Federal Claims upheld a challenge to the validity of the final rule.
Added
For example, on February 3, 2026, we completed the acquisition of JEM.
Removed
Adverse changes in tax laws both in the United States and abroad, changes in tax rates or exposure to additional income tax liabilities could have a material adverse effect on our results of operations. ​ On December 15, 2022, the European Union (EU) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (OECD) Pillar Two Framework that was supported by over 130 countries worldwide.
Added
Our acquisition activities could be material to our business and involve a number of significant risks, including the following: ​ ● incurring time and expense associated with identifying and evaluating potential acquisitions and negotiating potential transactions, resulting in management’s attention being diverted from the operation of our existing business; ● using inaccurate estimates and judgments to evaluate risks with respect to the target company or the assets we seek to acquire; ● intense competition from other potential acquirers, many of which have substantially greater resources than we do; ● potential exposure to unknown or contingent liabilities of any target we acquire; ● inability to realize the expected revenue increases, cost savings, increases in geographic or service presence, and other projected benefits; ● incurring time and expense required to integrate the operations and personnel of the combined businesses; ● inconsistencies in standards, procedures, and policies that would adversely affect our ability to maintain relationships with customers and employees; ● losing key employees and customers; and ● possible future impairment of goodwill and other intangibles resulting from acquisitions. ​ The economic benefits expected to result from acquisitions might not occur or may be less than we expect.
Removed
The EU’s Pillar Two Directive effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive. On July 17, 2023, the OECD published Administrative Guidance proposing certain safe harbor rules that effectively extend certain effective dates to January 1, 2027.
Added
As with any acquisition, there also may be business disruptions that cause us to lose customers.
Removed
EU Member States will still need to adopt the OECD Administrative Guidance in their local Pillar Two legislation for such safe harbor rules to apply. A significant number of other countries are also considering implementing similar legislation.
Added
Failure to successfully identify, acquire and integrate businesses could have an adverse effect on our business, operating results and financial condition, and ability to implement our strategy. ​ Our financial performance will be negatively impacted if we are unable to execute our growth strategy. ​ Our current growth strategy is to pursue growth through greenfield expansion, acquisitions, vertical integration and diversification.
Removed
We are continuing to evaluate the potential impact on future periods of the Pillar Two Framework, pending legislative adoption by additional individual countries, including those within the European Union. At this time, we do not expect the impact to be significant.
Added
Our ability to grow organically through greenfield expansion depends on our ability to identify, bid upon, win and perform new and additional projects, and we may not be successful in those endeavors.
Removed
Risk Factors Relating to Our Indebtedness Our indebtedness includes covenants and obligations with regard to our business activities that may restrict our ability to take certain actions which may negatively affect our financial condition.
Added
Our ability to grow organically further depends on our ability to recruit and retain qualified personnel, to fund growth at a reasonable cost, access to sufficient capital resources, competitive factors, and changes in laws and regulations.
Removed
Among other things, our requirements under our debt instruments could potentially limit our ability to: ● incur additional indebtedness or liens; ● make payments in respect of or redeem or acquire any debt or equity issued by us; ● sell assets; ● make loans or investments; ● make guarantees; ● enter into any hedging agreement for speculative purposes; ● acquire or be acquired by other companies; or ● amend some of our contracts.
Added
If we grow too quickly, whether organically or through acquisitions, we may be unable to control costs and maintain our operational standards and such growth could materially and adversely affect our financial condition and results of operations. ​ 21 Table of Contents Risk Factors Relating to Our Employees If we fail to attract, retain and engage appropriately qualified employees, including employees in key positions, our operations and profitability may be harmed.
Removed
We may incur additional indebtedness in the future by issuing debt instruments, under new credit agreements, under joint venture credit agreements, under capital leases or synthetic leases, on a project-finance or other basis or a combination of these.
Added
Government at least $35 million (and permits agencies, in certain circumstances, to require PLAs below that threshold). Although aspects of the PLA mandate have been challenged in litigation, including a January 21, 2025 decision of the U.S.
Added
Court of Federal Claims in a bid protest context, the rule has not been blocked nationwide, and agencies may continue to include PLA requirements in solicitations.
Added
For employees that do not qualify for the Jones Act, but are still injured while performing work on or around navigable waters, the LHWCA is a federal law that provides for the payment of compensation, medical care, and vocational rehabilitation services to such employees.
Added
Any of these events could damage our reputation and have a material adverse effect on our business, financial condition, results of operations and cash flows. ​ ​ 23 Table of Contents Adverse changes in tax laws both in the United States and abroad, changes in tax rates or exposure to additional income tax liabilities could have a material adverse effect on our results of operations. ​ Tax law changes in the U.S. and abroad could increase our effective tax rate, cash taxes, or compliance costs and adversely affect our results.
Added
The European Union’s implementation of the Organisation for Economic Co-operation and Development’s Pillar Two 15% global minimum tax regime, and similar measures under consideration in other jurisdictions, could increase our tax expense depending on how and when countries adopt and apply these rules, even though we do not currently expect a significant impact. ​ Risk Factors Relating to Our Indebtedness ​ Our indebtedness includes covenants and obligations with regard to our business activities that may restrict our ability to take certain actions which may negatively affect our financial condition. ​ At December 31, 2025, we had no outstanding indebtedness under our five-year $120.0 million senior secured credit facility (the “UMB Credit Agreement”), dated December 23, 2025.
Added
Additionally, rising interest rates may increase our cost of capital and, therefore, reduce the amount of capital available to fund our operations. ​ In the future, we may enter into interest rate swaps and other derivative instruments that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−2 removed0 unchanged
Biggest changeWe may lease smaller project-related offices throughout our operating areas when the need arises. We believe that our existing facilities are adequate for our operations. We do not believe that any single facility is material to our operations and, if necessary, we could readily obtain a replacement facility.
Biggest changeWe lease office space in Alaska, Arizona, Hawaii, Louisiana, Florida, Texas and Washington for our operations, including office and yard space. We may lease smaller project-related offices throughout our operating areas when the need arises. We believe that our existing facilities are adequate for our operations.
The lease for the new corporate headquarters and operations offices includes approximately 63,500 square feet of office space with a term expiring in 2036, subject to two five-year extensions at our option. We lease office space in Alaska, Hawaii, Louisiana, Florida, Texas and Washington for our operations, including office and yard space.
Item 2. PROPERTIES Our corporate headquarters is located at 2940 Riverby Road, Suite 400, Houston, Texas 77020. The lease for the corporate headquarters and operations offices includes approximately 63,500 square feet of office space with a term expiring in 2036, subject to two five-year extensions at our option.
Some of our real estate assets are pledged to secure our Credit Agreement.
We do not believe that any single facility is material to our operations and, if necessary, we could readily obtain a replacement facility. Some of our real estate assets are pledged to secure the UMB Credit Agreement.
Removed
Item 2. PROPERTIES Our corporate headquarters is currently located at 12000 Aerospace Avenue, Suite 300, Houston, Texas 77034, with 21,480 square feet of office space that we lease, with a current term expiring July 31, 2025 and with one five-year extension at our option. Our executive, legal, finance, and some accounting offices are located at this facility.
Removed
In the summer of 2025, we are scheduled to relocate our corporate headquarters and consolidate our other operations offices in the greater Houston area to a new location at 2940 Riverby Road, Houston, Texas 77020.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+4 added−1 removed1 unchanged
Biggest changeSuch information will not be deemed to be soliciting material or incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that it is specifically incorporated by reference. 27 Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans The information required by Item 201(d) of Regulation S-K is hereby incorporated by reference from our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A no later than April 30, 2025.
Biggest changeSecurities authorized for issuance under equity compensation plans The information required by Item 201(d) of Regulation S-K is hereby incorporated by reference from our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A no later than April 30, 2026. 28 Table of Contents Item 6. RESERVED
Issuer Repurchase of Equity Securities None Performance Graph* The following graph shows the changes in the value of $100 invested in (1) the common stock of Orion Group Holdings, Inc., (2) the Standard & Poor’s 500 Stock Index and (3) the Dow Jones Heavy Construction Group Index.
Issuer repurchase of equity securities None. ​ 27 Table of Contents Performance graph* The following graph shows the changes in the value of $100 invested in (1) the common stock of Orion Group Holdings, Inc., (2) the Standard & Poor’s 500 Stock Index, (3) the Standard & Poor’s Composite 1500 Construction Index and (4) the Dow Jones Heavy Construction Group Index.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on the New York Stock Exchange (“NYSE”) and trades under the symbol “ORN.” Holders As of February 21, 2025, we had approximately 9,577 stockholders of record including beneficial holders.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market information Our common stock is listed on the New York Stock Exchange and NYSE Texas and trades under the symbol “ORN.” Holders As of February 20, 2026, we had approximately 13,079 stockholders of record including beneficial holders.
Removed
For each graph, the investments are assumed to have occurred at the beginning of each period. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2020 2021 2022 2023 2024 Orion Group Holdings, Inc. 95.57 ​ 72.64 ​ 45.86 ​ 95.18 ​ 141.23 S&P 500 116.26 ​ 147.52 ​ 118.84 ​ 147.64 ​ 182.05 Dow Jones US Heavy Civil Construction 120.70 ​ 180.24 ​ 206.01 ​ 246.68 ​ 346.60 * This table and the information therein are being furnished but not filed.
Added
Unregistered sales of equity securities and use of proceeds There were no unregistered sales or issuer purchases of equity securities during the quarter ended December 31, 2025.
Added
For each graph, the investments are assumed to have occurred at the beginning of each period. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 ​ ​ ​ 2022 ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 Orion Group Holdings, Inc. ​ 76.01 ​ 47.98 ​ 99.60 ​ 147.78 ​ 200.40 S&P 500 ​ 128.71 ​ 105.40 ​ 133.11 ​ 166.41 ​ 196.17 S&P 1500 Construction ​ 144.75 ​ 165.07 ​ 209.06 ​ 319.53 ​ 434.02 Dow Jones US Heavy Civil Construction ​ 149.33 ​ 170.68 ​ 204.36 ​ 287.15 ​ 387.57 ​ Beginning with this Annual Report, the Company added the S&P 1500 Construction Index as an additional industry comparison, which is expected to be used in the Company’s compensation programs during the year ending December 31, 2026.
Added
The Company currently expects to discontinue the Dow Jones U.S. Heavy Civil Construction Index comparison beginning with next year’s performance graph. The Dow Jones index is included in this year’s graph to provide comparability to the index used in the immediately preceding fiscal year. * This table and the information therein are being furnished but not filed.
Added
Such information will not be deemed to be soliciting material or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that it is specifically incorporated by reference.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

44 edited+20 added−31 removed43 unchanged
Biggest changeDelays in decisions on pending awards also have a negative impact on the timing and amount by which we are able to increase backlog. 30 Table of Contents Income Statement Comparisons ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2024 2023 2022 ​ Amount Percent Amount Percent Amount Percent ​ ​ (dollar amounts in thousands) ​ Contract revenues ​ $ 796,394 100.0 % $ 711,778 100.0 % $ 748,322 100.0 % Cost of contract revenues ​ 705,234 88.6 % 650,115 91.3 % 697,580 93.2 % Gross profit ​ 91,160 11.4 % 61,663 8.7 % 50,742 6.8 % Selling, general and administrative expenses ​ 82,537 10.4 % 69,431 9.8 % 62,503 8.4 % Amortization of intangible assets ​ ​ — ​ — % ​ 427 ​ 0.1 % ​ 1,239 ​ 0.2 % Gain on disposal of assets, net ​ ​ (2,898) ​ (0.4) % ​ (8,455) ​ (1.2) % ​ (4,970) ​ (0.7) % Intangible asset impairment loss ​ ​ — ​ — % ​ 6,890 ​ 1.0 % ​ — ​ — % Operating income (loss) ​ 11,521 1.4 % (6,630) (1.0) % (8,030) (1.1) % Other (expense) income: ​ ​ ​ ​ Other income ​ 357 — % 641 0.1 % 199 — % Interest income ​ 207 — % 103 — % 104 — % Interest expense ​ (13,381) (1.6) % (11,659) (1.6) % (4,456) (0.6) % Other expense, net ​ (12,817) (1.6) % (10,915) (1.5) % (4,153) (0.6) % Loss before income tax expense ​ (1,296) (0.2) % (17,545) (2.5) % (12,183) (1.6) % Income tax expense ​ 348 — % 330 — % 429 0.1 % Net loss ​ $ (1,644) (0.2) % $ (17,875) (2.5) % $ (12,612) (1.7) % ​ Year ended December 31, 2024 compared with year ended December 31, 2023 Contract Revenues.
Biggest changeIn addition to our backlog under contract, we also have a substantial number of projects in negotiation or pending award at any given time. ​ Income statement comparisons ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 2024 ​ 2023 ​ ​ ​ ​ Amount ​ ​ ​ Amount ​ Amount ​ ​ (dollar amounts in thousands) Contract revenues ​ $ 852,260 $ 796,394 ​ $ 711,778 Cost of contract revenues ​ 746,646 705,234 ​ 650,115 Gross profit ​ 105,614 91,160 ​ 61,663 Selling, general and administrative expenses ​ 93,471 82,537 ​ 69,431 Amortization of intangible assets ​ ​ — ​ ​ — ​ ​ 427 Gain on disposal of assets, net ​ ​ (2,468) ​ ​ (2,898) ​ ​ (8,455) Intangible asset impairment loss ​ — — ​ 6,890 Operating income from operations ​ 14,611 11,521 ​ (6,630) Other (expense) income: ​ ​ ​ ​ ​ Interest expense ​ (8,863) (13,381) ​ (11,659) Loss on extinguishment of debt ​ ​ (3,777) ​ ​ ​ ​ ​ ​ Other income ​ 936 564 ​ 744 Other expense, net ​ (11,704) (12,817) ​ (10,915) Income (loss) before income taxes ​ 2,907 (1,296) ​ (17,545) Income tax expense ​ 419 348 ​ 330 Net income (loss) ​ $ 2,488 $ (1,644) ​ $ (17,875) ​ ​ Year ended December 31, 2025 compared with year ended December 31, 2024 Contract revenues.
Although our significant accounting policies are described in more detail in Note 2 of the Notes to Consolidated Financial Statements; we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements: ● Revenue Recognition from Construction Contracts; ● Long Lived Assets; ● Income Taxes. ​ Revenue Recognition Our revenue is derived from contracts to provide marine construction, dredging, turnkey concrete services, and other specialty services.
Although our significant accounting policies are described in more detail in Note 2 of the Notes to Consolidated Financial Statements; we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements: ● Revenue Recognition from Construction Contracts; ● Long Lived Assets; and ● Income Taxes. ​ Revenue recognition Our revenue is derived from contracts to provide marine construction, dredging, turnkey concrete services, and other specialty services.
Unless the context requires otherwise, when we refer to “we,” “us” and “our,” we are describing Orion Group Holdings, Inc. and its consolidated subsidiaries and affiliates.
Unless the context requires otherwise, when we refer to the “Company,” “we,” “us” and “our,” we are describing Orion Group Holdings, Inc. and its consolidated subsidiaries and affiliates.
There are a number of factors that can create variability in contract performance and therefore impact the results of our operations. ​ The most significant of these include the following: ​ ● completeness and accuracy of the original bid; ● increases in commodity prices such as concrete, steel and fuel; ● customer delays, work stoppages, and other costs due to weather and environmental restrictions; ● subcontractor performance; ● unforeseen site conditions; ● availability and skill level of workers; and ● a change in availability and proximity of equipment and materials. 28 Table of Contents All of these factors can have a negative impact on our contract performance, which can adversely affect the timing of revenue recognition and ultimate contract profitability.
There are a number of factors that can create variability in contract performance and therefore impact the results of our operations. ​ The most significant of these include the following: ​ ● completeness and accuracy of the original bid; ● increases in commodity prices such as concrete, steel and fuel; ● customer delays, work stoppages, and other costs due to weather and environmental restrictions; ● subcontractor performance; ● unforeseen site conditions; ● availability and skill level of workers; and ● a change in availability and proximity of equipment and materials. ​ All of these factors can have a negative impact on our contract performance, which can adversely affect the timing of revenue recognition and ultimate contract profitability.
Adjusted for the gain on the Port Lavaca South Yard property sale-leaseback in Texas that occurred during the year ended December 31, 2023, operating loss for the year ended December 31, 2023 was $1.5 million. This $3.8 million increase in operating income was primarily due to margin improvements stemming from higher quality projects and improved execution.
Excluding the gain on the Port Lavaca South Yard property sale-leaseback in Texas that occurred during the year ended December 31, 2023, operating loss for the year ended December 31, 2023 was $1.5 million. This $3.8 million increase in operating income was primarily due to margin improvements stemming from higher quality projects and improved execution.
During the year ended December 31, 2023, we had borrowings of $5.0 million from our prior credit agreement, $38.0 million from the term loan portion of our new Credit Agreement and borrowings of $64.0 million on the revolving credit line under our new Credit Agreement, repayments of $40.0 million on our prior credit agreement, repayments of $64.0 million on the revolving credit line under our new Credit Agreement, proceeds from failed sales-leasebacks of $14.7 million, proceeds of $2.4 million related to the Port Lavaca land sale-leaseback financing, loan costs of $6.5 million, payments on finance lease liabilities of $4.8 million and a cash outflow of $0.5 million for payments related to tax withholdings for share-based compensation.
During the year ended December 31, 2023, we had borrowings of $5.0 million from our prior credit agreement, $38.0 million from the term loan portion of our new Credit Agreement and borrowings of $64.0 million on the revolving credit line under our new Credit Agreement, repayments of $40.0 million on our prior credit agreement, repayments of $64.0 36 Table of Contents million on the revolving credit line under our new Credit Agreement, proceeds from failed sales-leasebacks of $14.7 million, proceeds of $2.4 million related to the Port Lavaca land sale-leaseback financing, loan costs of $6.5 million, payments on finance lease liabilities of $4.8 million and a cash outflow of $0.5 million for payments related to tax withholdings for share-based compensation.
The increase was primarily related to the Pearl Harbor Project. Operating income for our marine segment for the year ended December 31, 2024 was $2.3 million, compared to $3.7 million for the year ended December 31, 2023, a decrease in operating income of $1.4 million.
The increase was primarily related to the Pearl Harbor Project. 34 Table of Contents Operating income for our marine segment for the year ended December 31, 2024 was $2.3 million, compared to $3.7 million for the year ended December 31, 2023, a decrease in operating income of $1.4 million.
The carrying value of our long-lived assets is evaluated periodically based on utilization of the asset and physical condition of the asset, as well as the useful life of the 37 Table of Contents asset to determine if adjustment to the depreciation period or the carrying value is warranted.
The carrying value of our long-lived assets is evaluated periodically based on utilization of the asset and physical condition of the asset, as well as the useful life of the asset to determine if adjustment to the depreciation period or the carrying value is warranted.
These arrangements are not reasonably likely to have an effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors. 36 Table of Contents Critical Accounting Estimates The consolidated financial statements contained in this report were prepared in accordance with U.S. GAAP.
These arrangements are not reasonably likely to have an effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors. Critical accounting estimates The consolidated financial statements contained in this report were prepared in accordance with U.S. GAAP. The preparation of these financial statements in conformity with U.S.
Estimates of contract costs include all direct costs, such as material and labor, and those indirect costs incurred that are related to contract performance such as payroll taxes and insurance. General and administrative costs are charged to expense as incurred.
Estimates of contract costs include all direct costs, such as material and 37 Table of Contents labor, and those indirect costs incurred that are related to contract performance such as payroll taxes and insurance. General and administrative costs are charged to expense as incurred.
We account for uncertain tax positions in accordance with the provisions of the FASB’s ASC 740-10, which prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on our consolidated tax return.
We account for uncertain tax positions in accordance with the provisions of the Financial Accounting Standards Board’s ASC 740-10, which prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on our consolidated tax return.
We have not been adversely affected by contract cancellations or modifications in the past; however we may be in the future, especially in periods of economic uncertainty.
We have 31 Table of Contents not been adversely affected by contract cancellations or modifications in the past; however, we may be in the future, especially in periods of economic uncertainty.
We consider both positive and negative evidence when evaluating the need for a valuation allowance on our deferred tax assets in accordance with ASC 740. Available evidence includes historical financial information supplemented by currently available information about future years.
We consider both positive and negative evidence when evaluating the need for a valuation allowance on our deferred tax assets in accordance with Accounting Standards Codification (“ASC”) 740. Available evidence includes historical financial information supplemented by currently available information about future years.
Selling, General and Administrative (“SG&A”) expenses were $82.5 million for the year ended December 31, 2024 compared to $69.4 million in the prior year period, an increase of $13.1 million or 18.9%. As a percentage of total contract revenues, SG&A expenses increased from 9.8% to 10.4%.
SG&A expenses were $82.5 million for the year ended December 31, 2024 compared to $69.4 million in the prior year period, an increase of $13.1 million or 18.9%. As a percentage of total contract revenues, SG&A expenses increased from 9.8% to 10.4%.
Conversely, we consider a cumulative income position over the most resent twelve quarters, to be significant positive evidence that a valuation allowance may not be required.
Conversely, we consider a cumulative 38 Table of Contents income position over the most resent twelve quarters, to be significant positive evidence that a valuation allowance may not be required.
Liquidity and Capital Resources ​ Changes in working capital are normal within our business given the varying mix in size, scope, seasonality and timing of delivery of our projects. At December 31, 2024, our working capital was $78.2 million, as compared to $55.9 million at December 31, 2023.
Liquidity and capital resources ​ Changes in working capital are normal within our business given the varying mix in size, scope, seasonality and timing of delivery of our projects. At December 31, 2025, our working capital was $74.3 million, as compared to $78.2 million at December 31, 2024.
The preparation of these financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect both the Company’s carrying values of its assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
GAAP requires management to make estimates and assumptions that affect both the Company’s carrying values of its assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The changes in net working capital, which are reflected as changes in operating assets and liabilities in our Consolidated Statements of Cash Flows, were primarily driven by a $4.7 million decrease in operating lease liabilities during the period and a $4.7 million outflow pursuant to the relative timing and significance of project progression and billings during the period, partially offset by a $4.1 million inflow related to an increase in our net position of accounts receivable and accounts payable plus accrued liabilities during the period and $0.1 million of other cash inflows.
The changes in net working capital, which are reflected as changes in operating assets and liabilities in our Consolidated Statements of Cash Flows, were primarily driven by a $67.1 million cash outflow related to a decrease in our net position of accounts receivable and accounts payable plus accrued liabilities during the period, a $7.3 million decrease in operating lease liabilities, and a $3.7 million cash outflow related to an increase in prepaid expenses, partially offset by $55.1 million of cash inflows pursuant to the relative timing and significance of project progression and billings during the period and a $6.5 million inflow from landlord lease incentives received, primarily related to our corporate office consolidation.
As of December 31, 2024, we had unrestricted cash on hand of $28.3 million. Our borrowing availability under our revolving portion of our Credit Agreement at December 31, 2024 was approximately $26.7 million. Our primary liquidity needs are to finance our working capital and fund capital expenditures.
As of December 31, 2025, we had unrestricted cash on hand of $1.6 million. Our borrowing availability under our revolving portion of our UMB Credit Agreement at December 31, 2025 was approximately $60.0 million. ​ Our primary liquidity needs are to finance our working capital and fund capital expenditures.
Overview Orion Group Holdings, Inc. and subsidiaries (hereafter collectively referred to as the “Company”), is a leading specialty construction company serving the infrastructure, industrial, and building sectors, providing services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through our marine segment and our concrete segment.
Overview We are a leading specialty construction company serving the infrastructure, industrial, and building sectors, providing services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through our marine segment and our concrete segment.
Our net loss was $1.6 million, as compared with net loss of $17.9 million in the prior year. In addition, we ended 2024 with a consolidated backlog of $729.1 million.
Our net income was $2.5 million, as compared with net loss of $1.6 million in the prior year. In addition, we ended 2025 with a consolidated backlog of $640 million.
During 2022, we generated approximately $9.6 million in cash from our operating activities. The net cash inflow is comprised of $14.8 million of cash inflows from net income, after adjusting for non-cash items and $5.2 million of cash outflows related to changes in net working capital.
During 2025, we generated approximately $28.1 million from cash in our operating activities. The net cash inflow is comprised of $43.9 million of cash inflows from net income, after adjusting for non-cash items, partially offset by $15.8 million of outflows related to changes in net working capital.
Contract revenues for the year ended December 31, 2024 of $796.4 million increased $84.6 million or 11.9% as compared to $711.8 million in the prior year period.
We recorded tax expense of $0.4 and $0.3 million in the years ending December 31, 2025 and 2024, respectively. Year ended December 31, 2024 compared with year ended December 31, 2023 Contract revenues. Contract revenues for the year ended December 31, 2024 of $796.4 million increased $84.6 million or 11.9% as compared to $711.8 million in the prior year period.
Operating income for our concrete segment for the year ended December 31, 2024 was $9.2 million, compared to an operating loss of $10.3 million for the year ended December 31, 2023, an increase of $19.5 million.
Operating income for our concrete segment for the year ended December 31, 2024 was $9.2 million, compared to an operating loss of $10.3 million for the year ended December 31, 2023, an increase of $19.5 million. This increase was primarily due to winning higher margin jobs due to disciplined bidding standards and improved execution.
Our effective tax rate for the year ended December 31, 2023 was (1.9)%, which differs from the federal statutory rate of 21% primarily due to the tax impact from the valuation allowance for current year activity, state income taxes and the non-deductibility of other permanent items. ​ 32 Table of Contents Segment Results The following table sets forth, for the periods indicated, statements of operations data by segment, segment revenues as a percentage of consolidated revenues and segment operating income (loss) as a percentage of segment revenues. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ Amount Percent Amount Percent Amount Percent ​ ​ ​ (dollar amounts in thousands) Contract revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Marine segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public sector ​ ​ $ 403,428 ​ 77.4 % $ 292,088 ​ 73.8 % $ 237,363 ​ 70.0 % Private sector ​ ​ ​ 117,822 ​ 22.6 % ​ 103,829 ​ 26.2 % ​ 101,850 ​ 30.0 % Marine segment total ​ ​ $ 521,250 ​ 100.0 % $ 395,917 ​ 100.0 % $ 339,213 ​ 100.0 % Concrete segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public sector ​ ​ $ 28,193 ​ 10.2 % $ 20,297 ​ 6.4 % $ 30,284 ​ 7.4 % Private sector ​ ​ ​ 246,951 ​ 89.8 % ​ 295,564 ​ 93.6 % ​ 378,825 ​ 92.6 % Concrete segment total ​ ​ $ 275,144 ​ 100.0 % $ 315,861 ​ 100.0 % $ 409,109 ​ 100.0 % Total ​ ​ $ 796,394 ​ ​ $ 711,778 ​ ​ $ 748,322 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss) ​ ​ ​ ​ ​ Marine segment ​ ​ $ 2,318 0.4 % $ 3,670 0.9 % $ 9,787 2.9 % Concrete segment ​ ​ 9,203 3.3 % (10,300) (3.3) % (17,817) (4.4) % Total ​ ​ $ 11,521 ​ ​ ​ $ (6,630) ​ ​ ​ $ (8,030) ​ ​ ​ ​ Year ended December 31, 2024 compared with year ended December 31, 2023 Marine Segment Revenues for our marine segment for the year ended December 31, 2024 were $521.3 million compared to $395.9 million for the year ended December 31, 2023, an increase of $125.4 million, or 31.7%.
Our effective tax rate for the year ended December 31, 2024 was (26.9)%, which differs from the federal statutory rate of 21% primarily due to the tax impact from the valuation allowance for current year activity, the statue expiration of an uncertain tax position, state income taxes and the non-deductibility of other permanent items. 33 Table of Contents Segment results The following table sets forth, for the periods indicated, statements of operations data by segment, segment revenues as a percentage of consolidated revenues and segment operating income (loss) as a percentage of segment revenues. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ 2025 2024 2023 ​ ​ ​ ​ ​ ​ ​ Amount ​ ​ ​ Amount ​ ​ ​ Amount ​ ​ ​ (dollar amounts in thousands) Contract revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Marine segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public sector ​ ​ $ 401,083 ​ $ 403,428 ​ $ 292,088 Private sector ​ ​ ​ 143,748 ​ ​ 117,822 ​ ​ 103,829 Marine segment total ​ ​ $ 544,831 ​ $ 521,250 ​ $ 395,917 Concrete segment ​ ​ ​ ​ ​ ​ ​ ​ Public sector ​ ​ $ 37,203 ​ $ 28,193 ​ $ 20,297 Private sector ​ ​ ​ 270,226 ​ ​ 246,951 ​ ​ 295,564 Concrete segment total ​ ​ $ 307,429 ​ $ 275,144 ​ $ 315,861 Total ​ ​ $ 852,260 $ 796,394 $ 711,778 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss) ​ ​ ​ ​ ​ Marine segment ​ ​ $ 29,863 $ 2,318 $ 3,670 Concrete segment ​ ​ (15,252) 9,203 (10,300) Total ​ ​ $ 14,611 ​ $ 11,521 ​ $ (6,630) ​ Year ended December 31, 2025 compared with year ended December 31, 2024 Marine Segment Revenues for our marine segment for the year ended December 31, 2025 were $544.8 million compared to $521.3 million for the year ended December 31, 2024, an increase of $23.5 million, or 5%.
Historically, our source of liquidity has been cash provided by our operating activities, sale of underutilized assets, and borrowings under our credit facilities. The assessment of our liquidity requires us to make estimates of future activity and judgments about whether we are compliant with financial covenant calculations under our debt and other agreements and have adequate liquidity to operate.
The assessment of our liquidity requires us to make estimates of future activity and judgments about whether we are compliant with financial covenant calculations under our debt and other agreements and have adequate liquidity to operate.
Looking to 2025, we will continue to execute our strategic plan focused on developing opportunities across the infrastructure, industrial, and building sectors. ​ Marine Segment Demand for our marine construction services continues, given our differentiated capabilities and service offering within the space.
Looking to 2026, we will continue to execute our strategic plan focused on developing opportunities across the infrastructure, industrial, and building sectors. ​ Marine segment Demand for our marine construction services remains strong, supported by our differentiated capabilities, specialized equipment fleet, and diversified service offerings within the marine construction industry.
Sources of Capital ​ On May 15, 2023, we entered into a new three-year $103.0 million Credit Agreement with White Oak, which includes a $65.0 million asset based revolving credit line and a $38.0 million fixed asset term loan. Please s ee Note 10 of the Notes to the Consolidated Financial Statements for further discussion.
The UMB Credit Agreement replaced our $103.0 million Credit Agreement with White Oak, which was a $65.0 million asset based revolving credit line and a $38.0 million fixed asset term loan. Please s ee Note 9 of the Notes to the Consolidated Financial Statements for further discussion.
Gross profit was $61.7 million for the year ended December 31, 2023, compared to $50.7 million in the prior year period, an increase of $11.0 million or 21.5%. Gross profit was 8.7% of total contract revenues in the year ended December 31, 2023, compared to 6.8% in the prior year period.
Gross profit was $105.6 million for the year ended December 31, 2025 compared to $91.2 million in the prior year period, an increase of $14.4 million or 16%. Gross profit in the year ended December 31, 2025 was 12% of total contract revenues as compared to 11% in the prior year period.
The net proceeds were used for working capital and for general corporate purposes, including repayment of borrowings under the Credit Agreement. ​ ​ ​ 34 Table of Contents The following table provides information regarding our cash flows and our capital expenditures for the years ending December 31, 2024, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 Net loss ​ $ (1,644) $ (17,875) $ (12,612) Adjustments to remove non-cash and non-operating items ​ ​ 36,018 ​ ​ 32,641 ​ ​ 27,413 Cash flow from net income after adjusting for non-cash and non-operating items ​ ​ 34,374 ​ ​ 14,766 ​ ​ 14,801 Change in operating assets and liabilities (working capital) ​ ​ (21,698) ​ ​ 2,412 ​ ​ (5,236) Cash flows provided by operating activities ​ $ 12,676 ​ $ 17,178 ​ $ 9,565 Cash flows (used in) provided by investing activities ​ $ (11,482) ​ $ 2,170 ​ $ (9,704) Cash flows (used in) provided by financing activities ​ $ (3,816) ​ $ 7,806 ​ $ (8,370) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures (included in investing activities above) ​ $ (14,091) ​ $ (8,909) ​ $ (14,584) ​ Operating Activities.
The promissory note bears interest at an annual rate of 6.0%, with five equal payments of principal and interest on each anniversary of the closing of the Purchase Agreement. ​ The following table provides information regarding our cash flows and our capital expenditures for the years ending December 31, 2025, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ 2023 Net income (loss) ​ $ 2,488 ​ $ (1,644) ​ ​ ​ $ (17,875) Adjustments to remove non-cash and non-operating items ​ ​ 41,414 ​ ​ 36,018 ​ ​ 32,641 Cash flow from net income after adjusting for non-cash and non-operating items ​ ​ 43,902 ​ ​ 34,374 ​ ​ 14,766 Change in operating assets and liabilities (working capital) ​ ​ (15,836) ​ ​ (21,698) ​ ​ 2,412 Cash flows provided by operating activities ​ $ 28,066 ​ $ 12,676 ​ $ 17,178 Cash flows (used in) provided by investing activities ​ $ (13,703) ​ $ (11,482) ​ $ 2,170 Cash flows (used in) provided by financing activities ​ $ (39,394) ​ $ (3,816) ​ $ 7,806 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures (included in financing activities above) ​ $ (38,862) ​ $ (14,091) ​ $ (8,909) ​ ​ 35 Table of Contents Operating activities.
Investing Activities. Capital asset additions and betterments to our fleet were $14.1 million in 2024, as compared with $8.9 million and $14.6 million in 2023 and 2022, respectively. Proceeds from the sale of property and equipment were $2.6 million in 2024, as compared with $11.1 million and $4.9 million in 2023 and 2022, respectively.
Investing activities. During the year ended December 31, 2025, we used approximately $13.7 million of cash in our investing activities. Capital asset additions and betterments to our fleet were $38.9 million in 2025, as compared with $14.1 million and $8.9 million in 2024 and 2023, respectively.
We believe our balance sheet and working capital position will allow us to access additional bonding capacity as needed in the future. Effect of Inflation We are subject to the effects of inflation through increases in the cost of raw materials, and other items such as fuel, concrete and steel.
Effect of inflation We are subject to the effects of inflation through increases in the cost of raw materials, and other items such as fuel, concrete and steel. Due to the relatively short-term duration of our projects, we are generally able to include anticipated cost increases in the pricing of our bids.
This increase was primarily due to winning higher margin jobs due to disciplined bidding standards and improved execution. 33 Table of Contents Year ended December 31, 2023 compared with year ended December 31, 2022 Marine Segment Revenues for our marine segment for the year ended December 31, 2023 were $395.9 million compared to $339.2 million for the year ended December 31, 2022, an increase of $56.7 million, or 16.7%.
Year ended December 31, 2024 compared with year ended December 31, 2023 Marine Segment Revenues for our marine segment for the year ended December 31, 2024 were $521.3 million compared to $395.9 million for the year ended December 31, 2023, an increase of $125.4 million, or 31.7%.
Significant assumptions used in our forecasted model of liquidity include forecasted sales, costs, and capital expenditures, as well as expected timing and proceeds of planned real estate transactions. ​ Recent Developments ​ On September 12, 2024, we completed the sale of 5,589,000 shares of common stock, including 729,000 shares of common stock pursuant to an option granted to the underwriters, in an underwritten public offering.
Significant assumptions used in our forecasted model of liquidity include forecasted sales, costs, and capital expenditures, as well as expected timing and proceeds of planned asset sale transactions.
The increase was primarily related to the Pearl Harbor Project. Operating income for our marine segment for the year ended December 31, 2023 was $3.7 million, compared to operating income of $9.8 million for the year ended December 31, 2022, a decrease of $6.1 million.
The increase was primarily due to new awards and higher volume on our marine construction contracts. Operating income for our marine segment for the year ended December 31, 2025 was $29.9 million, compared to $2.3 million for the year ended December 31, 2024, an increase in operating income of $27.6 million.
This decrease in operating income was primarily due to lower equipment utilization, and higher SG&A in the current year. ​ Concrete Segment Revenues for our concrete segment for the year ended December 31, 2023 were $315.9 million compared to $409.1 million for the year ended December 31, 2022, a decrease of $93.2 million, or 22.8%.
The increase was primarily due to new awards and higher volume on our concrete contracts. Operating loss for our concrete segment for the year ended December 31, 2025 was $15.3 million, compared to an operating income of $9.2 million for the year ended December 31, 2024, a decrease of $24.5 million.
Contract revenues for the year ended December 31, 2023 of $711.8 million decreased $36.5 million or 4.9% as compared to $748.3 million in the prior year period.
Contract revenues for the year ended December 31, 2025 of $852.3 million increased $55.9 million or 7% as compared to $796.4 million in the prior year period. The increase was primar ily due to new awards and higher volume across the business. ​ Gross profit.
Due to the relative short-term duration of our projects, we are generally able to include anticipated cost increases in the pricing of our bids. Off Balance Sheet Arrangements Currently our only off-balance sheet arrangements are those discussed above under “Bonding Capacity” and those which arise in the normal course of business.
Off balance sheet arrangements Currently our only off-balance sheet arrangements are related to providing surety bonds on certain government and private sector contracts and those which arise in the normal course of business.
We plan our operations and bidding activity with these factors in mind and they generally have not had a material adverse impact on the results of our operations in the past. 2024 Recap and 2025 Outlook ​ In 2024, we recorded revenues of $796.4 million, an increase of 11.9% as compared with 2023. $521.3 million of total revenue was attributable to our marine segment and the remaining $275.1 million to our concrete segment.
The UMB Credit Agreement consists of a $60.0 million revolving loan, a $20.0 million equipment term loan, and a $40.0 million acquisition term loan. ​ 2025 Recap and 2026 Outlook ​ In 2025, we recorded revenues of $852 million, an increase of 7% as compared with 2024. $545 million of total revenue was attributable to our marine segment and the remaining $307 million to our concrete segment.
In the long-term, we see positive trends in demands for our services in our end markets, including: ● Population growth in the state of Texas driven by corporate relocations; ● Continued investment in warehouse/distribution and data center space in our core markets; ● Geographic expansion outside of Texas; and ● Potential opportunities related to the IIJA.
In addition, we are seeing increasing opportunities in other high-growth markets, including Florida, which supports our strategy to selectively expand our geographic footprint and diversify our revenue base. ​ Over the long term, we expect favorable demand trends for our concrete segment, driven by: ● Continued population growth in Texas and other high-growth states, supported by corporate relocations and in-migration; ● Ongoing investment in warehouse, distribution, and data center facilities across our core and expanding markets; and ● Selective geographic expansion beyond Texas, including increased activity in Florida and other attractive regional markets.
Our marine segment provides construction and dredging services including marine transportation facility construction, marine pipeline construction, marine environmental structures construction, dredging of waterways, channels and ports, environmental dredging, design, and specialty services related to marine construction, fabrication, and dredging.
Our marine segment provides construction and dredging services, including marine transportation facility construction, marine pipeline construction, construction of marine environmental structures, dredging of waterways, channels, and ports, environmental dredging, engineering and design, and specialty services related to marine construction, fabrication, and dredging. ​ Our concrete segment provides turnkey concrete construction services, including concrete placement and finishing, site preparation, layout, forming, and rebar placement for large commercial, structural, and other concrete projects. ​ Our contracts are obtained primarily through competitive bidding in response to “requests for proposals” by federal, state and local agencies and through negotiation and competitive bidding with private parties and general contractors.
SG&A expenses were $69.4 million for the year ended December 31, 2023, compared to $62.5 million in the prior year period, an increase of $6.9 million, or 11.1%. As a percentage of total contract revenues, SG&A expenses increased from 8.4% to 9.8% for the year ended December 31, 2023 and December 31, 2022, respectively.
The increase was primarily driven by strong project execution and increased utilization. ​ Selling, general and administrative expense. Selling, General and Administrative (“SG&A”) expenses were $93.5 million for the year ended December 31, 2025 compared to $82.5 million in the prior year period, an increase of $11.0 million or 13%.
We believe our current equipment fleet will allow us to meet market demand for projects from both our public and private customers. ​ In the long-term, we see positive trends in demand for our services in our end markets, including: ​ ● Continuing need to repair and improve degrading U.S. marine infrastructure; ● Navy infrastructure investments; ● Long-term demand from downstream energy-related companies will be driven by larger capital projects, as well as maintenance call-out work; ● Expected increases in cargo volume and future demands from larger ships transiting the Panama Canal will require ports along the Gulf Coast and Atlantic Seaboard to expand port infrastructure as well as perform additional dredging services; ● Possible work opportunities generated by the Water Resources Reform and Development Act (the “WRRDA Act”) authorizing expenditures for the conservation and development of the nation’s waterways as well as addressing funding deficiencies within the Harbor Maintenance Trust Fund; ● Renewed focus on coastal rehabilitation along the Gulf Coast, particularly through the use of RESTORE Act funds based on fines collected related to the 2010 Gulf of Mexico oil spill; ● Funding for highways and transportation under successor Acts to the Fixing America’s Surface Transportation Act; ● Nearly $7 billion of federal funding provided by the US Army Core of Engineers (“USACE”) in connection with disaster recovery in Texas; and ● Opportunities related to the Infrastructure Investment and Jobs Act (“IIJA”).
Navy and other federal marine infrastructure; 30 Table of Contents ● Sustained demand from downstream energy-related customers, including large capital projects and recurring maintenance work; ● Increases in cargo volumes and vessel sizes transiting the Panama Canal, requiring Gulf Coast and Atlantic Seaboard ports to expand infrastructure and perform additional dredging; ● Potential project opportunities resulting from the Water Resources Reform and Development Act (“WRRDA Act”), which authorizes funding for the development and maintenance of the nation’s waterways and addresses funding gaps in the Harbor Maintenance Trust Fund; ● A continued focus on coastal restoration and resilience projects along the Gulf Coast, including work funded through the RESTORE Act; and ● Federal disaster recovery funding administered by the U.S.
Gain on Disposal of Assets, net. During the year ended December 31, 2023 and 2022, we realized $8.5 million and $5.0 million, respectively, of net gains on disposal of assets. Included in the current year amount is a net gain of $5.2 million related to the sale-leaseback of our Port Lavaca South Yard property in Texas.
During the year ended December 31, 2025 and 2024 we realized $2.5 million and $2.9 million, respectively, of net gains on disposal of assets. Other income, net of expense. Other expense primarily reflects interest on our borrowings and expenses related to the extinguishment of debt, partially offset by interest income and non-operating gains or losses. Income tax expense.
Removed
Our concrete segment provides turnkey concrete construction services including concrete surface place and finish, site preparation, layout, forming, and rebar placement for large commercial, structural and other associated business areas.
Added
We plan our operations and bidding activity with these factors in mind and they generally have not had a material adverse impact on the results of our operations in the past. ​ 29 Table of Contents Recent Developments ​ JEM Acquisition ​ On February 3, 2026, we entered into a Securities Purchase Agreement (the “JEM Purchase Agreement”) and completed an acquisition (the “JEM Acquisition”) of all of the capital stock of J.E.
Removed
We are headquartered in Houston, Texas with regional offices throughout our operating areas. ​ Our contracts are obtained primarily through competitive bidding in response to “requests for proposals” by federal, state and local agencies and through negotiation and competitive bidding with private parties and general contractors.
Added
McAmis, Inc., a California corporation, and all of the membership interests in JEM Marine Leasing, LLC, a Washington limited liability company (collectively, “JEM”). ​ The purchase price consisted of: (a) $50.0 million in cash, subject to adjustments pursuant to the purchase agreement; a $12.0 million unsecured subordinated promissory note issued to the sellers; and 182,392 shares of Orion’s common stock, and (b) contingent post-closing cash payments dependent upon project profit realized from contracts of JEM under backlog identified in the JEM Purchase Agreement.
Removed
We continue to see bid opportunities to help maintain and expand the infrastructure that facilitates the movement of goods and people on or over waterways. Opportunities from local port authorities and private clients are expected to expand over the long-term due to the need to accommodate larger ships and deeper drafts because of the expanded Panama Canal.
Added
The cash consideration and related expenses was funded with cash on hand and borrowings of approximately $46.9 million under the UMB Credit Agreement (as defined below). ​ JEM is engaged in the business of providing dredging, jetty and breakwater construction, environmental restoration and rehabilitation, and dam and spillway construction. ​ UMB Credit Agreement ​ On December 23, 2025, we entered into a five-year $120.0 million Credit Agreement (the “UMB Credit Agreement”) with certain financial institutions from time-to-time party thereto, as lenders, and UMB Bank, N.A., as administrative agent and issuing bank.
Removed
In addition, the $1.2 trillion Infrastructure Investment and Jobs Act contains billions of dollars allocated to ports and water infrastructure, bridges, and causeways.
Added
We continue to pursue opportunities that support the maintenance, repair, and expansion of infrastructure that facilitates the movement of goods and people across waterways.
Removed
Concrete Segment Demand for our concrete segment’s services continues, although timing of certain new project releases could be delayed as a result of inflation, interest rates, labor concerns, supply chain delays and macroeconomic impacts.
Added
Long-term demand is driven by the expansion of the Panama Canal, the continued increase in the size of global shipping fleets, and the resulting need for U.S. ports and private marine infrastructure owners to deepen channels, strengthen wharves, and modernize marine structures to accommodate larger vessels. ​ In addition to port and navigation-related work, demand for marine construction services continues to be supported by public-sector infrastructure investment, coastal restoration initiatives, and energy-related marine construction.
Removed
We currently see long-term demand for our concrete construction services in the Texas building sector as Texas’s major metropolitan areas, 29 Table of Contents and expanding suburbs continue to be leading locations for population and business growth.
Added
We believe our current equipment fleet and operating capabilities position us well to compete for and execute projects across both public and private end markets. ​ Over the long term, we expect favorable demand trends for our marine segment, driven by: ● Ongoing repair, rehabilitation, and modernization needs across aging U.S. marine infrastructure; ● Continued investment in U.S.
Removed
Population growth throughout our markets continues to drive new distribution centers, education facilities, office expansion, retail and grocery establishments, new multi-family housing units, and structural towers for business, residential or mixed-use purposes. The diversified Texas economy provides us with multiple sources of bid opportunities.
Added
Army Corps of Engineers (“USACE”), including approximately $7 billion allocated for projects in Texas. Concrete segment Demand for our concrete segment’s services remains steady, although the timing of certain project releases may be affected by inflationary pressures, interest rate uncertainty, labor availability, supply chain constraints, and broader macroeconomic conditions.
Removed
Additional demand for concrete services in our markets could be provided by work as part of the federal infrastructure bill.
Added
We continue to see favorable long-term demand fundamentals for our concrete construction services, supported by population growth, business expansion, and infrastructure investment across our core and expanding markets. ​ In Texas, major metropolitan areas and surrounding suburban corridors continue to experience strong population and commercial growth, supporting demand for warehouse and distribution facilities, education and institutional projects, office and retail development, grocery stores, multi-family housing, and structural concrete work for business, residential, and mixed-use developments.
Removed
Backlog as of the periods ended below are as follows (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2023 Marine segment ​ $ 582.8 ​ $ 537.0 ​ $ 567.1 ​ $ 569.9 ​ $ 602.5 Concrete segment ​ 146.3 ​ 153.5 ​ 191.3 ​ 186.7 ​ 159.7 Consolidated ​ $ 729.1 ​ $ 690.5 ​ $ 758.4 ​ $ 756.6 ​ $ 762.2 ​ We are optimistic in our end-markets and in the opportunities that are emerging across our various marketplaces as evidenced by the $1.2 billion of quoted bids outstanding at quarter end.
Added
Texas also continues to see growth in data center construction, supported by the availability of developable land and access to power and fiber infrastructure.
Removed
Of this amount, approximately $248 million was either awarded to us and contracted, or awarded and pending contract, subsequent to December 31, 2024. These estimates are subject to fluctuations based upon the scope of services to be provided, as well as factors affecting the time required to complete the project. Backlog is not necessarily indicative of future results.
Added
Beginning in the first quarter of fiscal 2026,we will update our reportable segments to better align with how management evaluates performance and allocates resources. Specifically, we will no longer allocate our corporate expenses to our operating segments. Rather, corporate expenses will be reported as a separate non-operating segment.
Removed
In addition to our backlog under contract, we also have a substantial number of projects in negotiation or pending award at any given time.
Added
Backlog as of the periods ended below are as follows (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Marine segment ​ $ 480 ​ $ 583 Concrete segment ​ 160 ​ 146 Consolidated ​ $ 640 ​ $ 729 ​ Backlog is not necessarily indicative of future results.
Removed
Our effective tax rate for the year ended December 31, 2024 was (26.9)%, which differs from the federal statutory rate of 21% primarily due to the tax impact from the valuation allowance for current year activity, the statue expiration of an uncertain tax position, state income taxes and the non-deductibility of other permanent items. 31 Table of Contents Year ended December 31, 2023 compared with year ended December 31, 2022 Contract Revenues.
Added
As a percentage of total contract revenues, SG&A expenses increased from 10% to 11%. The increase in SG&A expense was primarily driven by spending to support business growth. 32 Table of Contents Gain on disposal of assets, net.
Removed
The decrease was primarily due to weather and customer delays in both businesses in the first quarter of 2023 and a reduction of concrete segment revenue in central Texas, partially offset by an increase in marine revenue primarily related to the Pearl Harbor Project. Gross Profit.
Added
This increase in operating income was primarily driven by increased revenue, strong project execution, and favorable utilization . Concrete Segment Revenues for our concrete segment for the year ended December 31, 2025 were $307.4 million compared to $275.1 million for the year ended December 31, 2024, an increase of $32.3 million, or 12%.
Removed
The increase in gross profit dollars and margin was primarily due to actions to manage costs during project delays, including reallocating equipment, reducing the size of the fleet, headcount reductions, and realizing margin improvements in the concrete business that reflected our margin improvement initiatives. Selling, General and Administrative Expenses.
Added
The decrease was primarily driven by seasonal weather delays and favorable concrete project close-outs in 2024 that did not reoccur in 2025.
Removed
The increase in SG&A dollars and percentage was primarily due to the decrease in concrete segment revenue, an increase in bonus expense as a result of our strong performance relative to the budget and the addition of strategic new leadership positions in the year ended December 31, 2023, partially offset by lower consulting expense related to the completion of the management transition.
Added
Historically, our sources of liquidity have been cash provided by our operating activities, sale of underutilized assets, borrowings under our credit facilities, and equity issuances.
Removed
See Note 11 of the Notes to the Financial Statements in this Form 10-K for a further description of the sale of property. Intangible Asset Impairment Loss. During the year ended December 31, 2023, we recorded a $6.9 million intangible asset impairment loss due to our strategic decision to rebrand the concrete segment under the Orion banner.
Added
As of December 31, 2025, management believes the Company will have adequate liquidity for its operations for at least the next 12 months. ​ In connection with the JEM Acquisition, we borrowed $46.9 million under the UMB Credit Agreement and issued a $12.0 million promissory note to the sellers.
Removed
The segment had previously operated under its prior name, TAS Concrete Construction, since its acquisition in 2015. The rebranding reflects a strategic initiative to integrate our different service offerings under one banner to leverage Orion’s brand reputation and to deliver greater value and seamless execution for our customers.
Added
Proceeds from the sale of property and equipment were $25.2 million in 2025, as compared with $2.6 million and $11.1 million in 2024 and 2023, respectively. Financing activities. During the year ended December 31, 2025, we used approximately $39.4 million of cash in our financing activities.
Removed
See Note 8 of the Notes to the Financial Statements in this Form 10-K for a further discussion of the intangible asset impairment loss. Other Expense, net. Other expense, net primarily reflects interest on our borrowings, partially offset by interest income and non-operating gains or losses.
Added
We had borrowings and repayments of $185.5 million on the White Oak revolving credit line, repayments of $23.0 million on the White Oak term loan, payments on finance lease liabilities of $10.4 million, payments made on deemed financing obligations of $8.2 million, a $1.1 million make-whole payment on debt extinguishment and $1.6 million outflow related to loan costs related to the new UMB Credit Agreement.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+1 added−2 removed2 unchanged
Biggest changeAlthough we routinely attempt to secure firm quotes from our suppliers, we generally do not hedge against increases in prices for commodity products. 38 Table of Contents Commodity price risks may have an impact on our results of operations due to the fixed-price nature of many of our contracts, although the short-term duration of our projects may allow us to include cost increases to the pricing of our bids.
Biggest changeCommodity price risks may have an impact on our results of operations due to the fixed-price nature of many of our contracts, although the short-term duration of our projects may allow us to include cost increases to the pricing of our bids. Interest rate risk At December 31, 2025, we had no outstanding borrowings under our Credit Agreement.
Removed
Interest rate risk At December 31, 2024, we had $23.0 million in outstanding borrowings under our Credit Agreement, with a weighted average ending interest rate of 11.65%.
Added
Although we routinely attempt to secure firm quotes from our suppliers, we generally do not hedge against increases in prices for commodity products.
Removed
Based on the amounts outstanding under our Credit Agreement as of December 31, 2024, a 100 basis-point increase in SOFR (or an equivalent successor rate) would increase the Company’s annual interest expense by approximately $0.2 million.

Other ORN 10-K year-over-year comparisons