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ORION GROUP HOLDINGS, INC._December 31, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 2025

For the transition period from ________ to ________

Commission file number: 1-33891

ORION GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

DelawareState of Incorporation 26-0097459IRS Employer Identification Number

Securities registered pursuant to Section 12(b) of the Act:

Common stock, $0.01 par value per share ORN The New York Stock Exchange

Common stock, $0.01 par value per share ORN NYSE Texas

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: ◻ Yes ☑No

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: ◻ Yes ☑No

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days: ☑Yes◻ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files):

Yes☑ No ◻

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☑ No

There were 40,083,300 shares of common stock outstanding as of March 2, 2026. The aggregate market value of the Registrant’s common equity held by non-affiliates was approximately $360.4 million as of June 30, 2025, the last business day of the Registrant’s most recently completed second fiscal quarter, based upon the last reported sales price on the New York Stock Exchange on that date.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive Proxy Statement to be filed in connection with the 2026 Annual Meeting no later than April 30, 2026 are incorporated by reference in Part III of this Annual Report on Form 10-K.

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ORION GROUP HOLDINGS, INC.

2025 Annual Report on Form 10-K

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PART I 3

Item 1. Business 3

Item 1A. Risk Factors 12

Item 1B. Unresolved Staff Comments 25

Item 1C. Cybersecurity 25

Item 2. Properties 27

Item 3. Legal Proceedings 27

Item 4. Mine Safety Disclosures 27

PART II 27

Item 6. Reserved 29

Item 7A. Quantitative and Qualitative Disclosures about Market Risk 39

Item 8. Financial Statements and Supplementary Data 39

Item 9A. Controls and Procedures 39

Item 9B. Other Information 40

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 40

PART III 40

Item 10. Directors, Executive Officers and Corporate Governance 40

Item 11. Executive Compensation 41

Item 14. Principal Accountant Fees and Services 41

PART IV 41

Item 15. Exhibits and Financial Statement Schedules 41

SIGNATURES 46

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PART I

FORWARD-LOOKING STATEMENTS

In addition to historical information, this Annual Report on Form 10-K, including the documents incorporated by reference herein, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are not based on historical fact. Words such as “expects,” “anticipates,” “believes,” “seeks,” “estimates,” “plans,” “intends,” “may,” “will,” “should,” “could,” “would,” “potential,” “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements include, without limitation, statements regarding our expectations as to future operating and financial performance, business strategy, objectives, prospects, and other future events or conditions.

You should not place undue reliance on forward-looking statements. Although these statements are based on management’s current estimates, expectations, and assumptions, and on information currently available to management, forward-looking statements are inherently uncertain and involve risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed in, or implied by, the forward-looking statements. Factors that could cause or contribute to such differences are described under Item 1A, “Risk Factors,” and elsewhere in this Annual Report on Form 10-K, as well as in other filings we make from time to time with the United States Securities and Exchange Commission (the “SEC”).

Forward-looking statements speak only as of the date they are made. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this Annual Report on Form 10-K, or to reflect the occurrence of unanticipated events. We encourage you to read carefully the risk factors and other cautionary disclosures in this Annual Report on Form 10-K and in our other SEC filings.

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. 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. 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.

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”).

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.

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. 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

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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. 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:

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. 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. In addition, we provide logistics services for directional drilling and provide inspection, maintenance and repair services for existing systems.

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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. 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. 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. 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. 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.

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. 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.

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.

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.

Our ability to self-perform the majority of our concrete work enhances quality, schedule reliability, and cost control across all end markets.

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Data Centers

We have completed over 40 data centers for world-class hyperscalers and clients in partnership with leading general contractors. 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.

Commercial, Multi-Family, Institutional and Mixed-Use Structures

Our services include low-, mid- and high-rise commercial, multi-family residential, industrial and institutional developments and complexes. We have significant expertise with elevated concrete systems and formwork for complex structural projects.

Retail, Hospitality and Recreational Facilities

We deliver concrete services for retail centers, hotels, entertainment venues, and sport stadiums, supporting ongoing population and economic growth across our core markets.

Our Business Strategy

Our strategy centers on building a strong, resilient, profitable company that employs best-in-class talent to deliver superior operational execution to premier clients in well-funded end markets. Since 2022, we have executed a disciplined plan to improve margins, sharpen our market focus, and position Orion for sustainable long-term growth across the sectors we serve.

Strengthening Operational Foundation to Drive Organic Growth

We have implemented a series of operational initiatives designed to improve profitability, enhance project execution, and strengthen our competitive position, including:

● Disciplined bidding and margin expansion;

Geographic Expansion

We are expanding into high-growth geographies and adjacent end markets by increasing our presence in select geographies where our capabilities align with long-term infrastructure demand and leveraging strong customer relationships to enter new markets without significant upfront investment.

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Our Operating Approach

Safety is the foundation of our operating culture and a critical measure of our performance. We have a rigorous safety management system and a culture that emphasizes hazard prevention, training, and accountability. This commitment—together with our principles of Quality, Delivery, Teamwork, and Integrity—guides how we plan and execute work across our marine and concrete segments. These principles underpin our ability to deliver complex projects safely, on time, on budget, and with predictable excellence, and they strengthen the confidence our customers place in us to execute mission-critical work.

Competitive Positioning

We believe our competitive position is strengthened by the depth of our construction and engineering capabilities and our reputation for delivering complex projects safely, on time, on budget, and with a high standard of quality. Our strong safety performance and disciplined approach to execution have earned the trust of public- and private-sector clients across our core markets. We also differentiate ourselves through our ability to solve technically challenging problems by leveraging our engineering experts, specialized equipment fleet and experienced project teams to develop efficient, practical solutions. Our leadership team and skilled workforce support operational excellence and position the Company for sustainable long-term growth.

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.

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.

Barriers to entry in certain of our markets include bonding capacity, maritime law constraints, access to specialized equipment, and technical expertise; however, companies with sufficient financial resources and industry experience may enter or expand within these markets over time.

Customers

Our customers in the marine segment include federal, state and local governmental agencies as well as private commercial and industrial enterprises in the Caribbean Basin and the United States, including Alaska and Hawaii. 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. Most projects are competitively bid, with the award typically going to the lowest qualified bidder. 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:

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. 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. For the fiscal years ended December 31, 2025, 2024 and 2023, the Company’s revenue related to

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the joint venture subcontract was approximately $121.5 million, $199.4 million and $90.5 million, respectively.

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. Our performance and the timing of revenue recognition may also be affected by permitting and other regulatory approvals; weather, tide and current conditions, and other environmental factors; supply chain constraints; the availability, productivity, and cost of labor; the utilization, performance, and downtime of our equipment; subcontractor performance; site conditions; and delays or disruptions caused by customers or third parties. 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.

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. Certain coverages are subject to deductibles and self-insured retentions, and a portion of our workers’ compensation exposure is covered through a mutual association that may be subject to supplemental calls.

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. 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. The bonds we provide typically are for the contract amount of the project. While we believe our current bonding capacity is sufficient to satisfy current demand for our services, any new major project opportunities may require us to seek additional bonding capacity in the future, and we believe our balance sheet and working capital position will allow us to access additional bonding capacity as needed.

Trade names

We operate under a number of trade names and market our services primarily under the “Orion Group Holdings, Inc.” brand. 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. We generally rely on state registrations and common law protections (and contractual protections where applicable) rather than broadly registering our trademarks with the U.S. Patent and Trademark Office; however, we may pursue registrations selectively when we believe it is appropriate. 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.

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. 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 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. 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. In addition, we are capable of building, and have built, much of our highly specialized equipment, and we deploy our fleet from project to project as required.

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Equipment certification

In our marine segment, certain vessels and marine equipment are subject to inspection and certification requirements administered by the U.S. Coast Guard. Where certification is required, we obtain and maintain the applicable certifications and inspections in good standing. In addition, for certain vessels and equipment, classification or load capacity certifications may be required by contract or customer specifications, including certification by the ABS. 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. These 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.

In our marine segment, we are subject to U.S. maritime statutes and regulations that restrict certain activities in U.S. waters and between U.S. points (commonly referred to as “cabotage” or “coastwise” laws). 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. 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. 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. Environmental Protection Agency (“EPA”) and other federal, state, and local agencies. Environmental and permitting requirements applicable to our operations may include, among other matters, authorizations and compliance obligations relating to dredging and placement of dredged material, wetlands and waterways impacts, stormwater discharges, air emissions, protected species and habitats, and the handling, storage, and disposal of regulated materials. 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. 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. These requirements may address, among other matters, air emissions; water quality and stormwater; wetlands and waterways impacts; solid and hazardous waste management; endangered or protected species and their habitats; and the handling, storage, and disposal of regulated materials. A portion of our contracts are performed for public authorities and, in those cases, may impose additional environmental compliance requirements.

These laws and regulations may require that we and/or our customers obtain and comply with environmental permits, registrations, licenses, and other approvals. Environmental requirements can affect our business in a variety of ways, including by delaying project awards and start dates; limiting work methods, seasons, or work windows; restricting the handling, storage, transportation, or disposal of wastes and dredged materials; requiring remediation or other corrective

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actions; and, in the event of non-compliance, resulting in administrative, civil, or criminal penalties, injunctive relief, and reputational harm.

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. However, future changes in laws and regulations, evolving agency interpretations, increased enforcement, project-specific permit conditions, or the discovery of contamination could increase our costs or otherwise affect our operations.

Waste management

Our operations may be subject to the federal Resource Conservation and Recovery Act (“RCRA”) and comparable state laws governing the generation, handling, storage, treatment, transportation, and disposal of hazardous and non-hazardous wastes. Many RCRA provisions are implemented by authorized state agencies, which may impose requirements that are more stringent than federal standards. 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. Potentially responsible parties may include current and former owners or operators of a site, as well as parties that arranged for disposal or transported wastes to offsite locations. CERCLA authorizes the EPA and, in certain cases, third parties to undertake or compel response actions and seek recovery of associated costs, natural resource damages, and other amounts.

We own and lease properties that may have been used by others prior to our ownership or occupancy, and we perform work at third-party sites where historical conditions may not be under our control. 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. 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. Army Corps of Engineers (“USACE”) under a program jointly administered with the EPA. Many marine projects also require authorization under Section 10 of the Rivers and Harbors Act of 1899 for structures and work in or affecting navigable waters. Further, certain federal permits may require state or tribal water quality certification under CWA Section 401.

Dredged material management and disposal methods are regulated and may include upland placement, confined placement, and beneficial use applications where feasible. In limited circumstances where ocean disposal is authorized, the Marine Protection, Research and Sanctuaries Act (“MPRSA”) provides a regulatory framework under which USACE authorizes ocean disposal of dredged material subject to EPA review and written concurrence.

The Oil Pollution Act of 1990 (“OPA”), which amends and augments the CWA, establishes liability and prevention requirements for releases of oil into waters of the United States. OPA and related regulations impose requirements intended to prevent spills and provide for financial responsibility and response obligations in the event of a spill.

Certain discharges incidental to the normal operation of non-recreational, non-Armed Forces vessels operating in U.S. waters are regulated under the CWA. The Vessel Incidental Discharge Act (“VIDA”), enacted in 2018, established a uniform national framework for these discharges under CWA Section 312(p), directing the EPA to establish federal standards of performance and the U.S. Coast Guard to promulgate implementing regulations. EPA published final federal standards of performance in October 2024. Under VIDA, existing requirements under EPA’s 2013 Vessel General Permit

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(“VGP”) framework were extended and generally remain in effect until the EPA and Coast Guard VIDA regulations are final, effective, and enforceable.

Air emissions

The Clean Air Act (“CAA”) and comparable state laws regulate emissions of air pollutants from certain stationary and mobile sources. Our operations may involve diesel-powered equipment, generators, and other emission sources, as well as activities that may be subject to permitting, operational limits, recordkeeping, and other compliance obligations. We believe our operations are in material compliance with applicable air requirements.

Endangered species

The Endangered Species Act (“ESA”) and related federal and state requirements can restrict activities that may affect protected species or their habitats. Because we perform work in and around coastal and aquatic environments, certain projects may be subject to permit conditions, seasonal work windows, protected-species observer requirements, or other restrictions intended to avoid or minimize impacts to protected species (including marine mammals, birds, and sensitive habitat areas). These requirements can affect project schedules, access, and productivity and may impact our ability to obtain work or complete projects on time in the future.

Human capital management

As of December 31, 2025, our marine segment had 808 employees, 237 of whom were full-time salaried personnel and most of the remainder of whom 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.

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.

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.

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”). The Pacific marine team received the AGC Washington Safety Award, while the Atlantic marine team was awarded the 2024 FTBA Safety Excellence Award from the Florida Transportation Builders Association. 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. 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 business is primarily conducted along the coastal regions of the United States, including Alaska and Hawaii, for our marine segment and in Texas and Florida for our concrete segment. 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.

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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. 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. Boone 52 President and Chief Executive Officer, Director 2022

Alison G. Vasquez 51 Executive Vice President and Chief Financial Officer 2025

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”). 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.

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. We may also be affected by unknown risks or risks that we currently think are immaterial. If any such events actually occur, our business, financial condition, and results of operations could be materially adversely affected.

Risk Factors Relating to Our Business

We may be unable to obtain sufficient bonding capacity for our contracts and the need for performance and surety bonds may adversely affect our business.

As more fully described in “Insurance and bonding” under “Item 1. Business,” we are generally required to post bonds or other security in connection with government and certain private sector contracts to ensure job completion. We have entered into bonding agreements with several large multinational surety companies, which act as surety, issue bid bonds, performance bonds and payment bonds, and obligate themselves upon other contracts of guaranty required by us in the day-to-day operations of our business. However, our sureties are not obligated under the bonding agreements to issue bonds for us, and bonding decisions are made on a case-by-case basis. We are bidding on increasingly complex, larger jobs for customers who require significant bonds. 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. 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.

Government funding for public works projects is limited, thus creating a highly competitive environment for the limited number of public projects available. Reduced levels of, or delays in, government funding cause delays in project lettings and result in intense competition and pricing pressure for such projects. In addition, government contracts are subject to specific procurement regulations, contract provisions and a variety of regulatory requirements relating to their formation,

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administration, performance and accounting. Many of these contracts include express or implied certifications of compliance with applicable laws and contract provisions. Any violations of these regulations could bring about litigation, including the possibility of qui tam (“whistleblower”) litigation brought by private individuals on behalf of the government under the Federal Civil False Claims Act, and could cause termination of other existing government contracts and result in the loss of future government contracts. Due to the significant competition in the marketplace and the level of regulations on government contracts, we could suffer reductions in new projects and see lower revenues and profit margins on those projects, which could have a material adverse effect on our business, operating results and financial condition.

Our operations are susceptible to a variety of adverse conditions including weather conditions, natural disasters, health epidemics or pandemics or other contagious outbreaks and terrorist attacks that could negatively impact the markets in which we operate.

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. Repercussions of severe weather conditions could cause significant interruption of projects in process and have safety implications to personnel at those sites.

Our business, operating results and financial condition could be materially and adversely affected if a public health epidemic or pandemic or other contagious outbreak interferes with our ability, or that of our employees, contractors, suppliers, customers and other business partners to perform our and their respective responsibilities and obligations relative to the conduct of our business.

Terrorist attacks, targeted at ports, marine facilities, shipping or metropolitan areas could affect the markets in which we operate our business and our expectations. Increased armed hostilities, terrorist attacks or responses from the United States may lead to further acts of terrorism and civil disturbances in the United States or elsewhere, which may further contribute to economic instability in the United States. These attacks or armed conflicts may affect our operations or those of our customers or suppliers and could impact our revenues, our production capability and our ability to complete contracts in a timely manner.

Demand for our services may decrease due to economic recession or a reduction of demand in end markets of our customers.

Our concrete segment depends on continued growth in population in our geographic market areas in Texas and most recently in Florida to support commercial development. A growing population generates economic growth and expansion. 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.

Our marine segment depends on continued investment in and scheduled funding of port and marine infrastructure by federal, state, and local governmental authorities, as well as privately owned companies, which in turn may depend upon demand for marine vessels, including cruise ships and cargo ships, and other port-related activities. If funding is diverted from port and marine infrastructure, including due to a reduced demand in the vessels to be serviced at those facilities, the demand for services within our marine segment may decrease.

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Fluctuations in commodity prices or interest rates may affect our customers’ investment decisions and therefore subject us to risks of cancellation, delays in existing work, or changes in the timing and funding of new awards. Additionally, fluctuations in commodity prices can negatively affect our project costs.

Interest rates may affect the cost of financing for our customers’ capital projects and investments. These increased costs may affect their capacity and willingness to undertake new investments, and may result in the delay or cancellation of projects they would otherwise undertake.

Commodity prices can affect our customers in a number of ways. For example, for those customers that produce commodity products such as oil, gas, concrete, or steel products, fluctuations in price can have a direct effect on their profitability and cash flow and, therefore, their willingness to continue to invest or make new capital investments. To the extent commodity prices decline or fluctuate and our customers defer new investments or cancel or delay existing projects, the demand for our services decreases, which may have a material adverse impact on our business, financial condition, and results of operations.

Commodity prices can also strongly affect the costs of projects. We use concrete and steel as well as diesel fuel and other petroleum-based products to operate our equipment used in our construction contracts. Fluctuations in supplies relative to demand and other factors can cause unanticipated increases in their cost. Rising commodity prices can negatively impact the potential returns on projects that are planned, as well as those in progress, and result in customers deferring new investments or canceling or delaying existing projects. The short-term nature of the majority of our projects typically protects us from these potential price increases, however, if we are unable to procure commodities for completion of our projects at estimated prices due to rising commodity prices, our margins may erode on certain in progress or future projects.

Our business depends on good customer relationships and our reputation in both the marine and concrete infrastructure markets, which is developed and maintained by our executives and key project managers. Loss of any of our relationships, reputation or executives or key project managers could materially reduce our revenues and profits.

Although we have master service agreements with numerous customers that generally define the contractual terms under which we would perform awarded work, contractual commitments are typically entered into on a project-by-project basis, so we generally do not have continuing contractual commitments with our customers beyond the terms of the current contract. We benefit from key customer relationships built over time and with both public and private entities. We also benefit from our reputation in the marine and concrete construction markets developed over years of successfully performing on projects. Both of these aspects of our business were developed and are maintained by our executives and key project managers. Our inability to retain our executives and key project managers or inability to complete projects timely and successfully resulting in customer satisfaction could have a material adverse effect on our current customer relationships and reputation. The inability to maintain relationships with our customers in general or obtain new customers based on our reputation could have a material adverse effect on our business, operating results and financial condition.

We may not be able to fully realize the revenue value reported in our backlog.

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.

Backlog consists of awarded projects that have either (a) not yet been started or (b) are in progress but are not yet complete. In the latter case, the revenue value reported in backlog is the remaining value related to work that has not yet been completed. We cannot guarantee that the revenue projected in our backlog will be realized, or if realized, will result in earnings. From time-to-time, projects are cancelled that appeared to have a high certainty of going forward at the time they were recorded as new awards. In the event of a project cancellation, we may be reimbursed for certain costs but typically have no contractual right to recover the total revenue reflected in our backlog. In addition to being unable to recover certain direct costs, cancelled projects may also result in additional unrecoverable costs due to the resulting under-utilization of our assets or labor force.

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We could suffer contract losses if we fail to accurately estimate our costs or fail to execute within our cost estimates on fixed-price, lump-sum contracts.

Much of our revenue is derived from fixed-price, lump-sum contracts. Under these contracts, we perform our services and execute our projects at a fixed price and where, as a result, we could benefit from cost savings, but we may be unable to recover any cost overruns. Fixed-price contracts carry inherent risks, including risks of losses from underestimating costs, operational difficulties and other factors that may occur over the contract period. If our cost estimates for a contract areinaccurate, or if we do not execute the contract within our cost estimates, we may incur losses or the project may not be as profitable as we expected. In addition, we are sometimes required to incur costs in connection with modifications to a contract (change orders) that may not be approved by the customer as to scope and/or price, or to incur unanticipated costs, including costs for customer-caused delays, errors in specifications or designs, or contract suspension or termination that we may not be able to recover. These, in turn, could have a material adverse effect on our business, operating results and financial condition. The revenue, cost and gross profit realized on such contracts can vary, sometimes substantially, from the original projections due to changes in a variety of factors, such as:

● project modifications creating unanticipated costs;

● differing site conditions;

● changes in the costs of equipment, materials, labor or subcontractors;

● our suppliers’ or subcontractors’ failure to perform;

● changes in local laws and regulations;

● changes in ad valorem and other tariffs;

● delays caused by local weather conditions; and

These risks may increase if the project is of a long-term duration because of the elevated risk that the circumstances that we based our original bid will change in a manner that increases costs. In addition, we sometimes bear the risk of delays caused by unexpected conditions or events.

We could suffer penalties on our contracts for late completion.

In many instances, including in our fixed-price contracts, we guarantee that we will complete a project by a scheduled date. If we subsequently fail to complete the project as scheduled, without sufficient justification, we may be liable for any customer losses resulting from such delay, generally in the form of contractually agreed-upon liquidated damages. In addition, failure to maintain a required schedule could cause us to default on our government contracts, giving rise to a variety of potential damages. To the extent that these events occur, the total costs of the project could exceed our original estimates, and we could experience reduced profits or, in some cases, a loss for that project.

Our projects could be hindered due to our dependence on third parties to complete many of our contracts.

A portion of the work performed under our contracts is performed by third-party subcontractors we hire. We also rely on third-party equipment manufacturers or suppliers to provide much of the materials used for projects. If we are unable to hire qualified subcontractors or find qualified equipment manufacturers or suppliers, our ability to successfully complete a project could be impaired. If we are not able to locate or engage qualified third-party subcontractors or the amount we are required to pay for subcontractors or equipment and supplies exceeds what we have estimated, especially in a lump-sum or a fixed-price contract, we may suffer losses on these contracts. If a subcontractor, supplier, or manufacturer fails to provide services, supplies or equipment as required under a contract for any reason, we may be required to source these services, equipment or supplies to other third parties on a delayed basis or on less favorable terms, which could impact contract profitability. There is a risk that we may have disputes with our subcontractors relating to, among other things, the quality and timeliness of work performed, customer concerns about the subcontractor, or our failure to extend existing

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task orders or issue new task orders under a contract. In addition, faulty workmanship, equipment or materials could impact the overall project, resulting in claims against us for failure to meet required project specifications.

We may incur higher costs to acquire, manufacture and maintain equipment necessary for our operations.

We do not bid on contracts for which we do not have, or cannot quickly procure, whether through construction, acquisition or lease, the necessary equipment to complete projects. We are capable of building much of the specialized equipment used in our projects, including dayboats, tenders and dredges. To the extent that we are unable to buy or build equipment necessary for our needs, either due to a lack of available funding or equipment shortages in the marketplace, we may be forced to rent equipment on a short-term basis, which could increase the costs of completing contracts, thereby reducing contract profitability. In addition, our equipment requires continuous maintenance, which we primarily provide through our own repair facilities, as well as certification by the U.S. Coast Guard for certain marine segment assets. If we are unable to continue to maintain the equipment in our fleet or are unable to obtain the requisite certifications, we may be forced to obtain third-party repair services, be unable to use our uncertified equipment or be unable to bid on contracts, which could have a material adverse effect on our business, operating results and financial condition.

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. Such arrest or seizure could preclude the vessel from working, thereby causing delays in marine segment projects.

Our business is subject to significant operating risks and hazards that could result in damage or destruction to property, injuries or loss of life, which could result in losses or liabilities to us.

Construction and maintenance sites are potentially dangerous workplaces and often put our employees and others in close proximity with mechanized equipment, moving vehicles, or other construction or worksite hazards. On most sites, we are responsible for safety and are contractually obligated to implement safety procedures. Our safety record is an important consideration for us and for our customers. 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. Coast Guard could impose additional costs on us. Adverse experience with hazards and claims could have a negative effect on our reputation with our existing or potential new customers and our prospects for future work.

The businesses of marine infrastructure construction, port maintenance, dredging and salvage are generally subject to a number of risks and hazards, including environmental hazards, industrial accidents, hurricanes, adverse weather conditions, collisions with fixed objects, cave-ins, encountering unusual or unexpected geological formations, disruption of transportation services and flooding. These risks could result in damage to, destruction or loss of, dredges, transportation vessels, other maritime structures and buildings, and could also result in personal injury or death, environmental damage, performance delays, monetary losses or legal liability.

In the concrete segment, our workers are subject to the usual hazards associated with providing construction and related services on construction sites including environmental hazards, industrial accidents, hurricanes, adverse weather conditions, and flooding. Operating hazards can cause personal injury or death, damage to or destruction of property, plant and equipment, environmental damage, performance delays, monetary losses or legal liability.

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. 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. 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,

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respectively. In addition, we intend to expand our operations to other areas outside the U.S. in the future. International operations are subject to a number of risks and uncertainties that could negatively impact our results from operations, including:

● expropriation or nationalization of assets;

● 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. 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. 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. 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. Our inability to obtain such insurance coverage at acceptable rates or at all could have a material adverse effect on our business, operating results and financial condition.

Furthermore, due to a variety of factors such as increases in claims, the rise of “nuclear verdicts” in some of the jurisdictions in which we operate and projected significant increases in medical costs, our insurance premiums may increase in the future and we may not be able to obtain similar levels of insurance on reasonable terms, or at all. Any such inadequacy of, or inability to obtain, insurance coverage at acceptable rates, or at all, could have a material adverse effect on our business, operating results and financial condition.

Insurance liabilities are difficult to assess and quantify due to unknown factors, including the severity of an injury, the determination of our liability in proportion to other parties, the number of incidents not reported and the effectiveness of our safety program. If we were to experience insurance claims or costs above our estimates, we might be required to use working capital to satisfy these costs rather than to maintain or expand our operations. 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.

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Our operations are subject to environmental laws and regulations that may expose us to significant costs and liabilities.

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. We may incur substantial costs in order to conduct our operations in compliance with these laws and regulations. For instance, we may be required to obtain, maintain and comply with permits and other approvals (as well as those obtained for projects by our customers) issued by various federal, state and local governmental authorities; limit or prevent releases of materials from our operations in accordance with these permits and approvals; and install pollution control equipment. In addition, compliance with environmental laws and regulations can delay or prevent our performance of a particular project and increase related project costs. Moreover, new, stricter environmental laws, regulations or enforcement policies, including those imposed in response to climate change, could be implemented that significantly increase our compliance costs, or require us to adopt more costly methods of operation.

Failure to comply with environmental laws and regulations, or the permits issued under them, may result in the assessment of administrative, civil and criminal penalties, the imposition of remedial obligations and the issuance of injunctions limiting or preventing some or all of our operations. In addition, strict joint and several liability may be imposed under certain environmental laws, which could cause us to become liable for the investigation or remediation of environmental contamination that resulted from the conduct of others or from our own actions that were in compliance with all applicable laws at the time those actions were taken. Further, it is possible that we may be exposed to liability due to releases of pollutants, or other environmental impacts that may arise in the course of our operations. For instance, some of the work we perform is in underground and water environments, and if the field location maps or waterway charts supplied to us are not accurate, or if objects are present in the soil or water that are not indicated on the field location maps or waterway charts, our underground and underwater work could strike objects in the soil or the waterway bottom containing pollutants and result in a rupture and discharge of pollutants. In addition, we sometimes perform directional drilling operations below certain environmentally sensitive terrains and water bodies, and due to the inconsistent nature of the terrain and water bodies, it is possible that such directional drilling may cause a surface fracture releasing subsurface materials. These releases may contain contaminants in excess of amounts permitted by law, may expose us to remediation costs and fines and legal actions by private parties seeking damages for non-compliance with environmental laws and regulations or for personal injury or property damage. 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.

Our concrete segment is subject to extensive and complex regulations that affect land development and building construction, including zoning, density restrictions, building design and building standards. These regulations often provide broad discretion to the administering governmental authorities as to the conditions we must meet prior to development or construction being approved, if approved at all. We are subject to determinations by these authorities as to the adequacy of water or sewage facilities. New building developments may also be subject to various assessments for schools and other public improvements. In addition, in many markets, government authorities have implemented no growth or growth control initiatives. Any of these can limit, delay or increase the costs of development and construction.

The anticipated investment in port and marine infrastructure may not be as large as expected, which may result in periods of low demand for our marine construction services.

The demand for port construction, maintenance infrastructure services and dredging may be vulnerable to downturns in the economy generally and in the marine transportation industry specifically. The amount of capital expenditures on port facilities and marine infrastructure in our markets is affected by the actual and anticipated shipping and vessel needs of the economy in general and in our geographic markets in particular. If the general level of economic activity deteriorates, our customers may delay or cancel expansions, upgrades, maintenance and repairs to their infrastructure. A number of other factors, including the financial condition of the shipping industry, could adversely affect our customers and their ability or willingness to fund capital expenditures in the future. During downturns in the U.S. or world economies, the anticipated port usage in our geographic markets may decline, resulting in less port construction, upgrading and maintenance. As a result, demand for our services could substantially decline for extended periods.

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Restrictions on foreign ownership of our vessels could limit our ability to sell off any portion of our marine construction segment or result in the forfeiture of our vessels or in our inability to continue our operations in United States navigable waters.

The Foreign Dredge Act of 1906, the Merchant Marine Act of 1920 (the “Jones Act”) and the Vessel Documentation Act require vessels engaged in thetransportofmerchandiseorpassengersbetweentwopointsintheUnitedStatesordredginginthenavigablewatersof the United States to be owned and controlled by United States citizens. 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 we were to seek to sell any portion of our marine segment that owns any of these vessels, we may have fewer potential purchasers, since some potential purchasers might be unable or unwilling to satisfy the foreign ownership restrictions described above; additionally, any sales of certain of our larger vessels to foreign buyers would be subject to approval by the U.S. Maritime Administration. As a result, the sales price for that portion of our marine segment may not attain the amount that could be obtained in an unregulatedmarket.

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. Given this concentration, general economic conditions, regulatory changes, changes in demographics, material costs, labor conditions, competition and other conditions that affect those metropolitan areas or the State of Texas may have a disproportionate impact on the performance of our concrete segment. In addition, our operations in Texas may make us more susceptible to natural disasters, including hurricanes, tornadoes and flooding.

A significant portion of our revenues may be concentrated among a small number of projects.

From time to time in any given period, a significant percentage of our revenues may be attributable to a limited number of contracts, customers or projects. 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. Furthermore, even if the ultimate amount of our contract revenue attributable to a particular project remains the same, delays in scheduled work may impact the timing of the recognition of our contract revenues and profits. In addition, in many cases, we work as a subcontractor or among a team of contractors. 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. 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. 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. These factors, as well as others that may cause our actual financial results to vary from any publicly disclosed earnings guidance and forecasts, are outside of our control.

Our revenues are generated from project-based work. It is generally very difficult to predict the timing and source of awarded contracts, and the timing of revenue under awarded contracts. The selection of, timing of, or failure to obtain projects, delays in awards of projects, the rebidding or termination of projects due to budget overruns, or the cancellations of projects or delays in completion of contracts could result in the under-utilization of our assets and reduce our cash flows and profitability, or cause revenues to be shifted further into the future. 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

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workforce size and equipment location with contract needs. 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. If an expected contract award or the related notice to proceed is delayed or not received, we could incur substantial costs without receipt of any corresponding revenues, or the revenues could appear in periods later than expected. Delays by our customers in obtaining required approvals and permits for their infrastructure projects may delay their awarding contracts for those projects and once awarded, the ability to commence construction under those contracts. 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). In addition, a change in the timing of a construction project may impact future revenue. If a project is delayed, revenue that we expect to receive may appear in periods later than we initially expected, which may impact the accuracy of our guidance. Finally, the winding down or completion of work on significant projects that were active in previous periods will reduce our revenue and earnings if such significant projects have not been replaced in the current period. From time to time, we may publicly provide earnings or other forms of guidance, which reflect our predictions about future revenue, operating costs and capital structure, among other factors. 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. We define our pipeline of opportunities as specific projects that we have identified and are tracking as projects of interest.

Our pipeline of opportunities does not represent binding contracts with third parties. Before we can capitalize on our pipeline of opportunities, we would have to enter into contracts with third parties, or otherwise be selected to perform services, for the particular project identified in our pipeline of opportunities. We cannot provide any assurance that we will ultimately enter into a contract with a third party or provide services with respect to any particular opportunity. We may be unable to enter into contracts or perform services associated with an opportunity for a variety of reasons, including being outbid, not having the ability to satisfy customer or contract requirements, resource constraints, or bonding requirements. Even if we enter into a contract associated with an opportunity, it may be for a contract amount that is lower than the amount we estimated and included in our pipeline.

Furthermore, even if we are ultimately awarded contracts in our pipeline of opportunities, we cannot guarantee that the revenue associated with those projects will be realized, or if realized, will result in positive earnings. Further, such contracts would become subject to the typical risks associated with our projects, such as execution risk, counter-party risk, delays, cancellations, cost-overruns, weather conditions, natural disasters, health epidemics, and cybersecurity incidents, among others.

We conduct a portion of our operations through joint ventures, exposing us to risks and uncertainties, many of which are outside of our control.

We conduct a portion of our operations through project-specific joint ventures, pursuant to which we jointly bid on and execute projects with other companies in the construction industry. For example, we are a joint venture partner to Kraemer North America for the Deschutes Estuary Restoration Project. We may in the future enter into additional joint ventures.

These joint ventures expose us to risks and uncertainties. Success on joint venture projects depends in part on whether our joint venture partners satisfy their obligations, and we cannot control the actions of our joint venture partners. Differences in views among joint venture partners may result in delayed decisions or failures to agree on major issues. If our joint venture partners, or as a result the joint venture, fails to satisfy its obligations, the customer may terminate the project, which could result in legal liability to us, harm to our reputation and reduce our revenues and profit for a project. 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.

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We and our joint venture partners are also generally jointly and severally liable for all liabilities and obligations of the joint venture. 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. While we attempt to mitigate that risk through indemnification and subcontractor arrangements, we could ultimately be liable for both our obligations and those of our partners, which may result in reduced profits, significant losses on the project and a negative impact to our cash flows.

In some joint ventures and similar arrangements, we may not be the controlling member. In these cases, we may have limited control over the actions of the joint venture. In addition, joint ventures or similar arrangements may not be subject to the same requirements regarding internal controls and internal control over financial reporting that we follow. 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. For example, on February 3, 2026, we completed the acquisition of JEM. Our acquisition activities could be material to our business and involve a number of significant risks, including the following:

● losing key employees and customers; and

The economic benefits expected to result from acquisitions might not occur or may be less than we expect. As with any acquisition, there also may be business disruptions that cause us to lose customers. 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. 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. 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. 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.

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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. In addition, changes in market compensation rates may adversely affect our profitability.

Our performance is highly dependent on attracting, retaining and engaging appropriately qualified employees in our field and corporate offices. Our strategy of offering high-quality services and products for our customers requires a highly trained and engaged workforce. The turnover rate in the specialty construction industry is relatively high, and there is an ongoing need to recruit and train new employees. Factors that affect our ability to maintain sufficient numbers of qualified employees include, for example, employee engagement, our reputation, unemployment rates, competition from other employers, availability of qualified personnel and our ability to offer appropriate compensation and benefit packages. Failure to recruit or retain qualified employees in the future may impair our efficiency and effectiveness and our ability to pursue growth opportunities. In addition, a significant amount of turnover of our executive team or other employees in key positions with specific knowledge relating to us, our operations and our industry may negatively impact our operations.

We operate in a competitive labor market and there is a risk that market increases in compensation and employer-provided benefits could have a material adverse effect on our profitability. We may also be subject to continued market pressure to increase employee hourly wage rates and increased cost pressure on employer-provided benefits. Our need to implement corresponding adjustments within our labor model and compensation and benefit packages could have a material adverse impact to the profitability of our business.

We may be subject to unionization, work stoppages, slowdowns or increased labor costs.

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. 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. 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. 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.

Only a small percentage of our marine segment workforce, located in the Pacific Northwest and Alaska, is currently unionized. If at any time, a majority of our employees unionized, it could limit the flexibility of the workforce and could result in demands that might increase our operating expenses and adversely affect our profitability. Each of our different employee groups could unionize at any time and would require separate collective bargaining agreements. If any group of our employees were to unionize and we were unable to agree on the terms of their collective bargaining agreement or we were to experience widespread employee dissatisfaction, we could be subject to work slowdowns or stoppages. 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.

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. 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. 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. Because in some cases we are not protected by the limits imposed by state workers’

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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. 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.

If we fail to comply with immigration laws, such failure could result in significant liabilities, harm our reputation with our customers and disrupt our operations.

Although we take steps to verify the employment eligibility status of all of our employees, some of our employees may, without our knowledge, be unauthorized workers. Unauthorized workers are subject to deportation and may subject us to fines or penalties and, if any of our workers are found to be unauthorized, we could experience adverse publicity that could make it more difficult to hire and retain qualified employees. Termination of a significant number of unauthorized employees may disrupt our operations, cause temporary increases in our labor costs as we train new employees and result in additional adverse publicity. We could also become subject to fines, penalties and other costs related to claims that we did not fully comply with all recordkeeping obligations of federal and state immigration laws. If we fail to comply with these laws, our operations may be disrupted, and we may be subject to fines or, in extreme cases, criminal sanctions.

In addition, many of our customer contracts specifically require compliance with immigration laws, and, in some cases, our customers’ audit compliance with these laws. Further, several of our customers require that we ensure that our subcontractors comply with these laws with respect to the workers that perform services for them. A failure to comply with these laws or to ensure compliance by our subcontractors could damage our reputation and may cause our customers to cancel contracts with us or to not award future business to us. 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. From time to time, we experience occasional system interruptions and delays. In the event we are unable to regularly deploy software and hardware, effectively upgrade our systems and network infrastructure, and take other steps to maintain or improve the efficiency and efficacy of our systems, the operation of such systems could be interrupted or result in the loss, corruption, or release of data. In addition, our computer and communication systems and operations could be damaged or interrupted by natural disasters, telecommunications failures, power loss, acts of war or terrorism, computer viruses, malicious code, physical or electronic security breaches, intentional or inadvertent user misuse or error, or similar events or disruptions. Any of these or other events could cause interruptions, delays, loss of critical and/or sensitive data or similar effects, which could have a material adverse impact on our business, financial condition, protection of intellectual property, and results of operations, as well as those of our clients.

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. We rely on industry accepted security measures and technology to securely maintain all confidential and proprietary information on our computer systems, but they may still be vulnerable to these threats. 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.

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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. 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. 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. Among other things, these requirements could potentially limit our ability to:

● incur additional indebtedness or liens;

● 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:

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. 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. 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.

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. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the

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amount borrowed will remain the same, and our net income and operating cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. 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. 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. Our ability to obtain surety bonds depends upon various factors including our capitalization, working capital and amount of our indebtedness. In order to help ensure that we can obtain required bonds, we may be limited in our ability to incur additional indebtedness that may be needed for potential acquisitions and operations. Our inability to incur additional indebtedness could have a material adverse effect on our business, operating results and financial condition.

Item 1B. UNRESOLVED STAFF COMMENTS

None.

Item 1C. CYBERSECURITY

Risk Management and Strategy

We have implemented and maintain a robust cybersecurity program to safeguard our information systems and protect the confidentiality, integrity and availability of our data.

Managing material risks & integrated overall risk management

We have strategically integrated cybersecurity risk management into our broader enterprise risk management framework to promote a company-wide culture of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level. Our information technology (“IT”) department continuously evaluates and addresses cybersecurity risks in alignment with our business objectives and operational needs.

Cybersecurity insurance coverage

Our internal cybersecurity risk management processes are supported by cybersecurity insurance that we have secured through industry leading underwriters. We believe that our cybersecurity insurance provides sufficient coverage to protect our assets, operations, and our employees from the financial impact of any cyber-attacks.

Engage third parties on risk management

Recognizing the complexity and evolving nature of cybersecurity threats, we engage with a range of external experts, including cybersecurity insurers, assessors, consultants and auditors in evaluating and assessing our risk management systems. These partnerships enable us to leverage specialized knowledge and insights, ensuring our cybersecurity strategies and processes remain at the forefront of industry best practices. Our collaboration with these third parties includes regular audits, threat assessments and consultation on security enhancements.

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Material cybersecurity incidents

We are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect our results of operations, financial condition or financial reporting responsibilities, business strategy or performance historically.

Governance

The Board’s role in overseeing cybersecurity risk

The Board of Directors (the “Board”) is acutely aware of the critical nature of managing cybersecurity risks. Given the potential significance of cybersecurity threats to our operational integrity and stakeholder confidence, the Board has established robust oversight mechanisms to ensure effective governance in managing our cybersecurity risks. The Board is comprised of directors with varying backgrounds and expertise, including risk management, technology and finance, equipping them to oversee cybersecurity risks effectively.

In addition to our scheduled Board meetings, the Board, Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and Vice-President of Information Technology (“VPIT”) maintain an ongoing dialogue regarding emerging or potential cybersecurity risks, ensuring the Board’s oversight is proactive and responsive. The Board actively participates in strategic decisions related to cybersecurity, offering guidance and approval for major initiatives. This involvement ensures that cybersecurity considerations are integrated into our broader strategic objectives. The Board conducts an annual review of our cybersecurity program and the effectiveness of our applicable risk management strategies. This review helps in identifying areas for improvement and ensuring the alignment of our cybersecurity efforts with our overall risk management framework.

Management’s role in managing cybersecurity risk

Our CEO, CFO, and VPIT play a pivotal role in informing the Board regarding cybersecurity risks. They provide an annual comprehensive briefing to the Board, as well as interim updates throughout the year, as needed. The VPIT holds a master’s degree in business and has approximately 18 years of experience spanning enterprise IT, technology operations, and risk management, with responsibility for the Company’s cybersecurity program. The VPIT is supported by a team that includes individuals with long-standing information security experience. Our executive leadership team (composed of our CEO, CFO, and other senior officers representing functional and business areas) has ultimate management responsibility for our cybersecurity program, although primary responsibility rests with the VPIT, as described below. The executive leadership team meets regularly to discuss our strategy, opportunities and risks, including our risk management measures used to identify and mitigate cybersecurity threats.

Risk management personnel

Primary responsibility for assessing, monitoring and managing our cybersecurity risks rests with the VPIT. Our VPIT oversees our governance programs, tests our compliance with standards, remediates known risks and leads our employee training program. Reporting to our VPIT are a number of experienced information security officers responsible for various parts of our business, each of whom is supported by a team of trained cybersecurity professionals.

Monitoring cybersecurity incidents

The VPIT stays informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques. This ongoing knowledge acquisition is crucial for the effective prevention, detection, mitigation and remediation of cybersecurity incidents. The VPIT implements and oversees processes for the regular monitoring of our information systems. This includes the deployment of advanced security measures and regular system audits to identify potential vulnerabilities. In the event of a cybersecurity incident, the VPIT is equipped with a well-defined, robust incident response plan. This plan includes immediate actions to mitigate the impact, report the incident, if required, and develop and implement long-term strategies for the remediation and prevention of future incidents.

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Internal communication of cybersecurity matters

The VPIT regularly informs the executive leadership team of cybersecurity risks and incidents. This ensures that the highest levels of management are kept abreast of the cybersecurity posture and potential risks we face. Furthermore, significant cybersecurity matters, and strategic risk management decisions are escalated to the Board on a timely basis, ensuring that the Board has comprehensive oversight and can provide guidance on critical cybersecurity issues.

External reporting of cybersecurity matters

We have adopted protocols by which certain cybersecurity incidents that meet established reporting thresholds are escalated and, where appropriate, reported promptly to the public. We have empowered a cross-functional team of management to determine whether established reporting thresholds have been met and whether public disclosure is necessary or required.

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.

We 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. 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.

Item 3. LEGAL PROCEEDINGS

Please refer to Note 16 of the Notes to the Consolidated Financial Statements for a discussion of legal proceedings.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

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.

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.

Issuer repurchase of equity securities

None.

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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. The values of each investment are based on share price appreciation, with reinvestment of all dividends, assuming any were paid. For each graph, the investments are assumed to have occurred at the beginning of each period.

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. 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. 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.

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, 2026.

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Item 6. RESERVED

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations is based on and should be read in conjunction with our consolidated financial statements and the accompanying notes beginning on page F-1 of this Annual Report on Form 10-K. Certain statements made in our discussion may be forward-looking. Forward-looking statements involve risks and uncertainties and a number of other factors that could cause actual results or outcomes to differ materially from our expectations. See “Forward-Looking Statements” at the beginning of this Annual Report on Form 10-K for additional discussion of some of these risks and uncertainties. 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.

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 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. Our bidding activity and strategies are affected by factors such as our backlog, current utilization of equipment and other resources, job location, our ability to obtain necessary surety bonds and competitive considerations. The timing and location of awarded contracts may result in unpredictable fluctuations in the results of our operations.

Most of our revenue is derived from fixed-price contracts. We record revenue on construction contracts over time, measured by the percentage of actual contract costs incurred to date to total estimated costs for each contract. 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;

● 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. 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.

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Recent Developments

JEM Acquisition

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. 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. 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. 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.

ORN US Equity

ORN · 10-K · period ended 2025-12-31

Item 1. BUSINESS

Item 1A. RISK FACTORS

Item 1B. UNRESOLVED STAFF COMMENTS

Item 1C. CYBERSECURITY

Item 2. PROPERTIES

Item 3. LEGAL PROCEEDINGS

Item 4. MINE SAFETY DISCLOSURES

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Item 6. RESERVED

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

ORN US Equity☆

ORN · 10-K · period ended 2025-12-31

Item 1. BUSINESS

Item 1A. RISK FACTORS

Item 1B. UNRESOLVED STAFF COMMENTS

Item 1C. CYBERSECURITY

Item 2. PROPERTIES

Item 3. LEGAL PROCEEDINGS

Item 4. MINE SAFETY DISCLOSURES

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Item 6. RESERVED

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

ORN US Equity