Current Report · Items 5.02, 7.01, 9.01 · 8-K/A

Orion Group Holdings, Inc

ORNNYSEEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure

Filed Mar 19, 2026Accepted Mar 19, 2026, 5:06 PM EDTCIK 1402829Accession 0001402829-26-000020

Company context

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

Current securities

ORNNYSE · EQUITY · Current

Recent company filings

Disclosure sections

Items 5.02, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 16, 2026, each of Thomas N. Amonett and Peggy M. Foran informed the Board of Directors (the “Board”) of Orion Group Holdings, Inc. (“Orion”) that they would retire from the Board and all committee positions effective upon the closing of Orion’s 2026 Annual Meeting of Stockholders scheduled to be held on May 19, 2026. Mr. Amonett’s and Ms. Foran’s retirements do not arise from any disagreement with Orion on any matters relating to Orion’s operations, policies or practices.

Item 7.01Item 7.01 - Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On March 17, 2026, Orion issued a press release regarding Mr. Amonett’s and Ms. Foran’s retirements. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Report under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Filed exhibits (1)

EX-99.1 (by filename) orn-20260316xex99d1.htm

EX-99.1 2 orn-20260316xex99d1.htm EX-99.1 Exhibit 99.1 Orion Group Holdings, Inc. Announces Retirement of Two Board Members and Decrease in Board Size HOUSTON - March 17, 2026--Orion Group Holdings, Inc. (NYSE: ORN) (the "Company") a leading specialty construction company, today announced that Thomas (“Tom”) N. Amonett, who has served as an independent member of the Company’s Board of Directors (the “Board”) and Audit Committee since 2007 and Chairman of the Nominating & Governance Committee from 2007 to 2025, informed the Company that he has chosen not to stand for re-election and instead retire from the Board effective at the Company’s upcoming Annual General Meeting of Stockholders on May 19, 2026. The Company also announced that Margaret (“Peggy”) M. Foran, who has served as an independent member of the Board since 2019, Chairman of the Compensation Committee from 2019 to 2025 and Chairman of the Nominating & Governance Committee since 2025 (and a member of the Nominating & Governance Committee since 2019), informed the Company that she has chosen not to stand for re-election and instead retire from the Board effective at the Company’s upcoming Annual General Meeting of …

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