Orion Group Holdings Inc 10-Q

ITEM 5. OTHER INFORMATION Following the departure of the Company’s Chief Executive Officer on April 6, 2022, our Chairman of the Board, Austin J. Shanfelter, assumed the duties of Interim Chief Executive Officer and Interim Chief Financial Officer while the Company conducts a search for a new Chief Executive Officer and Chief Financial Officer. ITEM 6. EXHIBITS Exhibit Number Description 3.1 ​ Amended and Restated Certificate of Incorporation of Orion Group Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 5, 2016 (File No. 001-33891)). 3.2 ​ Amended and Restated Bylaws of Orion Group Holdings, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 5, 2016 (File No. 001-33891)). 10.1 ​ Ninth amendment, effective March 1, 2022, to the Credit Agreement dated as of August 5, 2015 among Orion Marine Group, Inc. as Borrower, Certain Subsidiaries of the Borrower Party Hereto From Time to Time, as Guarantors, the Lenders Party Hereto, Regions Bank, as Administrative Agent and Collateral Agent, and Bank of America, N.A. and BOKF, NA dba Bank of Texas, as Co-Syndication Agents. (incorporated herein by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 7, 2022 (File No. 001-33891)). † 10.2 ​ Consulting Agreement, dated April 6, 2022, by and between Mark R. Stauffer and Orion Group Holdings, Inc. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 12, 2022 (File No. 001-33891)). † 10.3 ​ Separation and General Release Agreement, dated April 6, 2022, by and between Mark R. Stauffer and Orion Group Holdings, Inc. (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 12, 2022 (File No. 001-33891)). * 31 .1 ​ Certification of the Chief Executive Officer Pursuant to Rules 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 43 ​ Table of Contents Exhibit Number Description * 31 .2 ​ Certification of the Chief Financial Officer Pursuant to Rules 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * 32 .1 ​ Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Title 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *101.INS ​ XBRL Instance Document. *101.SCH ​ Inline XBRL Taxonomy Extension Schema Document. *101.CAL ​ Inline XBRL Extension Calculation Linkbase Document. *101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document. *101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document. *101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document. *104 ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith † Management contract or compensatory plan or arrangement ​ ​ ​ ​ ​ ​ 44 ​ Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ ​ ​ ​ ​ ORION GROUP HOLDINGS, INC. ​ ​ ​ April 29, 2022 By: /s/ Austin J. Shanfelter ​ ​ Austin J. Shanfelter Interim Chief Executive Officer ​ ​ ​ April 29, 2022 By: /s/ Austin J. Shanfelter ​ ​ Austin J. Shanfelter Interim Chief Financial Officer ​ ​ ​ ​ ​ ​ ​ 45 ​