Orion Group Holdings Inc 10-Q

ITEM 5 . OTHER INFORMATION Amendment No. 3 to the Credit Agreement On April 24, 2024, the Company executed Amendment No. 3 to the Loan Agreement with White Oak Commercial Finance, LLC. This amendment, among other things, (i) replaces the Consolidated EBITDA covenant with a Consolidated Fixed Charge Coverage Ratio (FCCR) for the quarter ended March 31, 2024, (ii) lowers the FCCR covenant threshold from 1.10:1.00 to 1.00:1.00 through the quarter ended December 31, 2024, (iii) lowers the $15 million prepayment due June 30, 2024 to $10 million, (iv) extends the maturity of the Loan Agreement by one year to May 15, 2027, and (v) resets the make-whole provision to align with the extension. The Company was in compliance with all financial covenants under the amended agreement as of March 31, 2024. Amendment No. 3 also includes other administrative and definitional changes. The foregoing description of Amendment No. 3 does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of Amendment No. 3, a copy of which is filed as Exhibit 10.6 to this Quarterly Report on Form 10-Q and incorporated herein by reference. 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 ​ Land Sale Contract, dated February 20, 2024, by and between a subsidiary of Orion Group Holdings, Inc. and Brixx Technologies LLC. (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 February 20, 2024 (File No. 001-33891)). *† 10.2 ​ Employment Agreement by and between Orion Group Holdings, Inc. and E. Chipman Earle, effective March 20, 2024. *† 10.3 ​ Form of Restricted Stock Agreement under the 2022 Long-Term Incentive Plan. *† 10.4 ​ Form of Performance Unit Agreement under the 2022 Long-Term Incentive Plan. 38 ​ Table of Contents Exhibit Number Description 10.5 ​ Amendment No. 2, dated February 27, 2024 to the Loan Agreement dated as of May 15, 2023 among Orion Group Holdings, Inc. and certain of its subsidiaries from time to time party hereto as borrowers, the entities from time to time party hereto, as Lenders, White Oak Commercial Finance, LLC, as Administrative Agent and Collateral Agent. (incorporated herein by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 1, 2024 (File No. 001-33891)). * 10.6 ​ Amendment No. 3, dated April 24, 2024 to the Loan Agreement dated as of May 15, 2023 among Orion Group Holdings, Inc. and certain of its subsidiaries from time to time party hereto as borrowers, the entities from time to time party hereto, as Lenders, White Oak Commercial Finance, LLC, as Administrative Agent and Collateral Agent. * 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. * 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 ** Furnished herewith † Management contract or compensatory plan or arrangement ​ ​ ​ ​ 39 ​ 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 26, 2024 By: /s/ Travis J. Boone ​ ​ Travis J. Boone President and Chief Executive Officer ​ ​ ​ April 26, 2024 By: /s/ Scott Thanisch ​ ​ Scott Thanisch Executive Vice President and Chief Financial Officer ​ ​ ​ ​ ​ ​ ​ 40 ​