What changed in this filing

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Item 9A. Controls and Procedures

2026-03-04 compared with 2025-03-06 · 305 added, 381 removed, 814 unchanged (46% of the section changed)

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Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on management’s evaluation with the participation of our principal executive officer and principal financial officer, as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2024.

Based on management’s evaluation with the participation of our principal executive officer and principal financial officer, as of the end of the period covered by this Annual Report on Form 10-K, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2025.

Changes in internal control over financial reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the year ended December 31, 2025, we implemented new reporting systems and made changes to related internal controls.

There have been no other changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s report on internal control over financial reporting

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generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of our management; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

Management, under the oversight of our principal executive officer and principal financial officer, and Audit Committee, assessed the effectiveness of our internal control over financial reporting as of December 31, 2024 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal control - An Integrated

Framework (“2013 Framework”).

Management, under the oversight of our principal executive officer and principal financial officer, and Audit Committee, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal control - An Integrated Framework (“2013 Framework”).

Based on its assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2025 at the reasonable assurances level.

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OTHER INFORMATION

Director and Officer Trading Arrangements.

During the quarter ended December 31, 2025, no director or officer of Orion adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K.

DISCLOSURE CONCERNING CERTAIN FOREIGN JURISDICTIONS THAT PREVENT

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Directors, Executive Officers, Promoters and Control Persons

The information under the heading “Information about our Executive Officers” in this Form 10-K is incorporated by reference into this section.

The information required by Paragraphs (c) through (g) of Item 401 of Regulation S-K and Item 405 of Regulation S-K is hereby incorporated by reference from our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A no later than April 30, 2025 (the “Proxy Statement”).

The information under the heading “Information about our executive officers” in this Annual Report on Form 10-K is incorporated by reference into this section.

The information required by Paragraphs (c) through (g) of Item 401 of

Regulation S-K and Item 405 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 (the “Proxy Statement”).

Code of Ethics

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Orion Group Holdings, Inc.

12000 Aerospace Avenue, Suite 300, Houston, Texas 77034, Attention:

2940 Riverby Road, Suite 400, Houston, Texas 77020, Attention:

Corporate Secretary.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 404 of Regulation S-K is hereby incorporated by reference from our Proxy Statement.

The information required by Items 404 and 407(a) of Regulation S-K is hereby incorporated by reference from our Proxy Statement.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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Schedule II – Schedule of Valuation and Qualifying Accounts

Securities Purchase Agreement, dated as of February 3, 2026, by and among Orion Group Holdings, Inc., the Shareholders, the Members, the Beneficial Owners and the Sellers Representative (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2026 (File No.

Amended and Restated Certificate of Incorporation of Orion Group Holdings, Inc.

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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.

(incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 25, 2025 (File No.

Description of Registered Securities of Orion Group Holdings, Inc.

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Summary of Non-Employee Director Compensation (incorporated herein by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2019 (File No.

Real Estate Purchase and Sale Agreement (Jones Spoils Tracts, Harris County, TX) dated February 3, 2014, by and between PASADENA NITROGEN LLC, a Delaware limited liability company, as Seller, and CPB PROPERTIES, LLC, a Texas limited liability company, as Purchaser, and joined in by AGRIFOS HOLDINGS, INC., a Delaware corporation, effective February 26, 2014 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on March 4, 2014) (File No.

2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2022 (File No.

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Form of Performance Unit Agreement under the 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 26, 2024 (File No.

Employment Offer Letter dated August 15, 2022 between Orion Group Holdings, Inc.

and Travis J.

Boone (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2022 (File No.

Employment Offer Letter dated August 29, 2022 between Orion Group Holdings, Inc.

and Gordon Scott Thanisch (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 31, 2022 (File No.

Land Sale-Leaseback Contract, dated June 21, 2023, by and between Orion Marine Construction, Inc., a Florida corporation, and Pelican Marine Services, LLC, a Louisiana limited liability company.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 26, 2023 (File No.

Land Sale-Leaseback Contract, dated June 5, 2023, by and between Orion Marine Construction, Inc., a Florida corporation, and Store Capital Acquisitions, LLC, a Delaware limited liability company.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 26, 2023 (File No.

Credit Agreement, dated as of December 23, 2025, among Orion Group Holdings, Inc., as Borrower, the lenders from time to time party thereto, and UMB Bank, N.A., as Administrative Agent and Issuing Bank (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 December 29, 2025 (File No.

First Amendment to Loan Documents, dated February 3, 2026, by and among Orion Group Holdings, Inc., each of the guarantors party thereto, each of the lenders party thereto and UMB Bank, N.A., as administrative agent (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 4, 2026 (File No.

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 by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 15, 2023 (File No.

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6 dated March 4, 2025, to the Loan Agreement dated as of May 15, 2023 among Orion Group Holdings, Inc.

Land Sale-Leaseback Contract, dated June 21, 2023, by and between Orion Marine Construction, Inc., a Florida corporation, and Pelican Marine Services, LLC, a Louisiana limited liability company.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 26, 2023 (File No.

Land Sale-Leaseback Contract, dated June 5, 2023, by and between Orion Marine Construction, Inc., a Florida corporation, and Store Capital Acquisitions, LLC, a Delaware limited liability company.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 26, 2023 (File No.

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 10.25 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on March 5, 2025 (File No.

Employment Offer Letter dated August 15, 2022 between Orion Group Holdings, Inc.

and Travis J.

Boone (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2022 (File No.

Employment Agreement by and between Orion Group Holdings, Inc.

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(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 28 2023 (File No.

Employment Agreement by and between Orion Group Holdings, Inc.

and Scott Thanisch, effective September 27, 2023.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 28 2023 (File No.

Offer Letter for Alison Vasquez dated May 24, 2025 (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 June 10, 2025 (File No.

Employment Offer Letter dated November 20, 2023 between Orion Group Holdings, Inc.

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Chipman Earle, effective March 20, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 26, 2024 (File No.

Insider Trading Policy

Employment Offer Letter dated August 29, 2022 between Orion Group Holdings, Inc.

and Gordon Scott Thanisch (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 31, 2022 (File No.

Employment Agreement by and between Orion Group Holdings, Inc.

and Scott Thanisch, effective September 27, 2023.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 28 2023 (File No.

Separation and General Release Agreement (Separation Agreement) dated June 30, 2025 (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 July 1, 2025 (File No.

Insider Trading Policy (incorporated herein by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on March 5, 2025 (File No.

List of Subsidiaries.

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† Management contract or compensatory plan or arrangement

Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Commission upon request.

FORM 10-K SUMMARY

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Director (Principal Executive Officer)

/s/ Scott Thanisch

/s/ Alison G.

Chief Financial Officer (Principal Financial

March 4, 2026

Scott Thanisch

Officer and Principal Accounting Officer)

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March 4, 2026

/s/ Robert S.

March 4, 2026

/s/ Quentin P.

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● analyzing a selection of costs in the estimated costs at completion, including the cost of labor, materials, and subcontracts, as applicable, by comparing amounts to purchase orders, costs incurred to date on the project, and costs incurred on similar projects.

We evaluated variable consideration for a certain contract by:

We evaluated variable consideration for certain contracts by:

● comparing a selection of costs underlying the claims and unapproved change orders to supporting documentation, including contractual documents and correspondence between the Company and the customer

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Cash and cash equivalents

Restricted cash

Accounts receivable:

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Total current assets

Property and equipment, net of depreciation

Operating lease right-of-use assets, net of amortization

Financing lease right-of-use assets, net of amortization

Property and equipment, net of accumulated depreciation

Operating lease right-of-use assets, net of accumulated amortization

Financing lease right-of-use assets, net of accumulated amortization

Inventory, non-current

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Other (expense) income:

Interest income

Interest expense

Loss on extinguishment of debt

Other expense, net

Loss before income taxes

Income tax expense

Basic loss per share

Diluted loss per share

Shares used to compute loss per share:

Income (loss) before income taxes

Income tax benefit

Net income (loss)

Basic income (loss) per share

Diluted income (loss) per share

Shares used to compute income (loss) per share

The accompanying notes are an integral part of these consolidated financial statements

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(In Thousands, Except Share Information)

Earnings (Loss)

Balance, January 1, 2023

Share-based compensation

Exercise of stock options

Issuance of restricted stock

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Share-based compensation

Exercise of stock options

Issuance of restricted stock

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Payments related to tax withholding for share-based compensation

Issuance of common stock

Balance, December 31, 2024

Share-based compensation

Stock-based compensation

Exercise of stock options

Issuance of restricted stock

Employee share purchase plan

Forfeiture of restricted stock

Payments related to tax withholding for share-based compensation

Issuance of common stock

Balance, December 31, 2025

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Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Operating activities:

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Amortization of ROU finance leases

Loss on extinguishment of debt

Write-off of debt issuance costs upon debt modification

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Operating lease liabilities

Landlord lease inventive received

Income tax payable

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Cash flows from financing activities:

Borrowings on credit

Payments made on borrowings on credit

Payments on term loan

Proceeds from failed sale-leaseback arrangement

Payments on failed sale-leaseback arrangement

Proceeds from sale-leaseback financing

Loan costs from Credit Agreement and prior credit facility

Borrowings on credit facilities

Payments on credit facilities

Payments made on term loan

Payment of make-whole on debt extinguishment

Proceeds from deemed financing obligation

Principal payments on deemed financing obligation

Loan costs related to credit facilities

Payments of finance lease liabilities

Proceeds from issuance of common stock

Payments related to tax withholding for share-based compensation

Exercises of stock options

Employee stock plans, net activity

Net cash (used in) provided by financing activities

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Cash, cash equivalents and restricted cash at end of period

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted cash shown above

Supplemental disclosures of cash flow information:

Cash paid during the period for:

Interest, net of amounts capitalized

Taxes, net of refunds

Noncash financing activity:

Capital expenditures included in accounts payable and accrued liabilities

Noncash financing activity:

Write-off of deferred financing costs upon debt extinguishment

The accompanying notes are an integral part of these consolidated financial statements

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Orion Group Holdings, Inc.

and subsidiaries (hereafter collectively referred to as the “Company”), is a leading specialty construction company serving the infrastructure, industrial, and building sectors, providing services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through our marine segment and our concrete segment.

Our marine segment provides construction and dredging services including marine transportation facility construction, marine pipeline construction, marine environmental structures construction, dredging of waterways, channels and ports, environmental dredging, design, and specialty services related to marine construction, fabrication, and dredging.

Our concrete segment provides turnkey concrete construction services including concrete surface place and finish, site preparation, layout, forming, and rebar placement for large commercial, structural and other associated business areas.

We are headquartered in Houston, Texas with regional offices throughout our operating areas.

Although we describe the business in this report in terms of the services the Company provides, its base of customers and the areas in which it operates, the Company has determined that its operations currently comprise two reportable segments pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting .

The tools used by the chief operating decision maker (“CODM”) to allocate resources and assess performance are based on two reportable and operating segments:

marine and concrete, which operate under the Orion brand and logo.

In making this determination, the Company considered the similar economic characteristics of its operations that comprise its marine segment.

For the marine segment, the methods used, and the internal processes employed, to deliver marine construction services are similar throughout the segment, including standardized estimating, project controls and project management.

This segment has the same customers with similar funding drivers and are subject to similar regulatory regimes driven through Federal agencies such as the U.S.

Army Corps of Engineers, U.S.

Fish and Wildlife Service, U.S.

Environmental Protection Agency and U.S.

Occupational Safety and Health Administration (“OSHA”), among others.

Additionally, the segment is driven by macro-economic considerations including the level of import/export seaborne transportation, development of energy-related infrastructure, cruise line expansion and operations, marine bridge infrastructure development, waterway pipeline crossings and the maintenance of waterways.

These considerations, and others, are key catalysts for future prospects and are similar across the segment.

For the concrete segment, the Company also considered the similar economic characteristics of these operations.

The methods used, and the internal processes employed, to deliver concrete construction services are similar throughout the segment, including standardized estimating, project controls and project management.

The projects of this segment are subject to similar regulatory regimes such as OSHA.

Additionally, this segment is driven by macro-economic considerations, including movements in population, commercial real estate development, institutional funding and expansion, and recreational development, specifically in metropolitan areas of Texas.

These considerations, and others, are key catalysts for current operations and future prospects and are similar across the segment.

and its subsidiaries (hereafter collectively referred to as the “Company”), is a leading specialty construction company serving the infrastructure, industrial, and building sectors, providing services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through our marine and concrete segments.

We are headquartered in Houston, Texas.

Basis of presentation

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All intercompany balances and transactions have been eliminated in consolidation.

In connection with preparing consolidated financial statements for each annual and interim reporting period, the Company is required to evaluate whether there are conditions or events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

Substantial doubt exists when conditions and events, considered in aggregate, indicate that it is probable that a company

will be unable to meet its obligations as they become due within one year after the date that the consolidated financial statements are issued.

This evaluation initially does not take into consideration the potential mitigating effect of management’s plans and actions that have not been fully implemented as of the date that the financial statements are issued.

When substantial doubt exists, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern.

The mitigating effect of management’s plans, however, is only considered if both:

(1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued;

and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

Generally, to be considered probable of being effectively implemented, the plans must have been approved before the date that the financial statements are issued.

The assessment of the liquidity and going concern requires the Company to make estimates of future activity and judgments about whether the Company is compliant with financial covenant calculations under its debt and other agreements and has adequate liquidity to operate.

Significant assumptions used in the Company's forecasted model of liquidity include forecasted sales, costs, and capital expenditures and expected timing and proceeds of planned real estate transactions.

The Company has sustained operating losses for the years ended December 31, 2024, 2023 and 2022.

Also as described in Note 10, the Company had $ 35.0 million of outstanding indebtedness under its prior credit facility as of December 31, 2022 which was scheduled to mature on July 31, 2023.

As of the date of the filing of the Company’s 2022 Form 10-K on March 16, 2023, the Company’s existing cash and cash equivalents were not sufficient to satisfy the Company’s operating cash needs for at least one year after the issuance of the financial statements.

These conditions raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements were issued.

As such, management concluded at the date of the issuance of the financial statements included in the Company’s 2022 Form 10-K that substantial doubt existed as to going concern.

At the beginning of 2023, the Company began a process to refinance the outstanding debt.

On May 15, 2023, the Company entered into a new three-year $ 103.0 million senior secured credit facility (the “Credit Agreement”) with White Oak ABL, LLC and White Oak Commercial Finance, LLC (collectively, “White Oak”) which includes a $ 65.0 million asset based revolving credit facility (the “Revolver”) and a $ 38.0 million fixed asset term loan (the “Term Loan”).

See Note 10 for more information regarding the debt refinancing.

Based on an assessment of the completion of the debt refinancing process and the other factors above, management believes that the Company will have adequate liquidity for its operations for at least the next 12 months.

Therefore, management’s conclusion is that the conditions that previously raised substantial doubt have been resolved and substantial doubt is no longer raised as to the Company’s ability to continue as a going concern.

Summary of Significant Accounting Policies

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● The carrying value of property, plant and equipment;

● Finite and infinite-lived intangible assets, testing for indicators of impairment;

● Share-based compensation;

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This method is used because management considers contract costs incurred to be the best available measure of progress on these contracts.

Contract costs include all direct costs, such as material and labor, and those indirect costs incurred that are related to contract performance such as payroll taxes and insurance.

Contract costs include all direct costs, such as

material and labor, and those indirect costs incurred that are related to contract performance such as payroll taxes and insurance.

General and administrative costs are charged to expense as incurred.

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● Accounts Receivable:

Retainage - Represent amounts which have not been billed to or paid by customers due to retainage provisions in construction contracts, which amounts generally become payable upon contract completion and acceptance by the customer.

Retainage - Represent amounts that have not been billed to or paid by customers due to retainage provisions in construction contracts, which amounts generally become payable upon contract completion and acceptance by the customer.

● Contract Assets - Represent revenues recognized in excess of amounts billed, which management believes will be billed and collected within one year of the completion of the contract and are recorded as a current asset, until such amounts are either received or written off.

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Cash equivalents at December 31, 2025 and December 31, 2024 consisted primarily of overnight bank deposits.

Restricted cash represents cash that is not available for general corporate purposes.

At December 31, 2025, restricted cash of $ 1.7 million consisted of cash held at White Oak to collateralize outstanding letters of credit.

There was no restricted cash at December 31, 2024.

Restricted cash is classified on the consolidated balance sheets based on the expected timing of release.

Risk concentrations

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A significant portion of the Company’s revenue base depends on its ability to continue to obtain federal, state and local governmental contracts, and indirectly, on the amount of funding available to these agencies for new and current governmental projects.

Therefore, a portion of the Company’s operations is dependent upon the level and timing of government funding.

Therefore, a portion of the Company’s operations is dependent upon the level and timing of

government funding.

Statutory mechanics’ liens provide the Company high priority in the event of lien foreclosures following financial difficulties of private owners, thus minimizing credit risk with private customers.

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In establishing an allowance for credit losses, the Company evaluates its contract receivables and contract assets and thoroughly reviews historical collection experience, the financial condition of its customers, billing disputes and other factors.

The Company writes off potentially uncollectible accounts receivable against the allowance for credit losses if it is determined that the amounts will not be collected or if a settlement with respect to a disputed receivable is reached for an amount that is less than its carrying value.

The Company writes off potentially uncollectible accounts receivable against the allowance for credit losses if the Company determines that the amounts will not be collected or if a settlement with respect to a disputed receivable is reached for an amount that is less than its carrying value.

As of December 31, 2025 and December 31, 2024, the Company had recorded an allowance for credit losses of $ 3.5 million and $ 0.6 million, respectively.

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Current inventory consists of parts and small equipment held for use in the ordinary course of business and is valued at the lower of cost (using historical average cost) or net realizable value and is relieved as utilized.

Where shipping and handling costs are incurred by the Company, these charges are included in inventory and charged to cost of contract revenue upon use.

Where shipping and

handling costs are incurred by the Company, these charges are included in inventory and charged to cost of contract revenue upon use.

Non-current inventory consists of spare parts (including engines, cutters and gears) that require special order or long-lead times for manufacture or fabrication but must be kept on hand to reduce downtime and is valued at the lower of cost (using historical average cost) or net realizable value.

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See Note 18 for more information regarding leases.

Intangible Assets

Intangible assets that have finite lives were amortized.

In addition, the Company evaluated the remaining useful life of intangible assets in each reporting period to determine whether events and circumstances warrant a revision of the remaining period of amortization.

Intangible assets that had infinite lives were not amortized but were subject to impairment testing at least annually or more frequently if events or circumstances indicated that the asset may be impaired.

The Company had one infinite-lived intangible asset, a trade name, which it tested for impairment annually on October 31, or whenever events or circumstances indicated that the carrying amount of the trade name may not be recoverable.

Impairment was calculated as the excess of the trade name’s carrying value over its fair value.

The fair value of the trade name was determined using the relief from royalty method, a variation of the income approach.

This method assumes that if a company owns intellectual property, it does not have to “rent” the asset and is, therefore, “relieved” from paying a royalty.

Once a supportable royalty rate is determined, the rate is then applied to the projected revenues over the expected remaining life of the intangible assets to estimate the royalty savings.

This approach is dependent on a number of factors, including estimates of future growth and trends, royalty rates, discount rates and other variables.

This one infinite-lived intangible asset was fully impaired as of December 31, 2023 due to the rebranding of the Company’s concrete segment in the fourth quarter of 2023.

See Note 8 for additional discussion of intangible assets.

Share-based compensation

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A portion of the Company’s workers’ compensation exposure is covered through a mutual association, which is subject to supplemental calls.

The marine segment maintains five levels of excess loss insurance coverage, totaling $ 300 million in excess of primary coverage.

The marine segment’s excess loss coverage responds to most of its policies when a primary limit of $ 1 million has been exhausted;

provided that the primary limit for Contingent Maritime Employer’s Liability is $ 10 million and the Watercraft Pollution Policy primary limit is $ 5 million.

The concrete segment maintains five levels of excess loss insurance coverage, totaling $ 300 million in excess of primary coverage.

The concrete segment’s excess loss coverage responds to most of its policies when a primary limit of $ 1 million has been exhausted.

If a claim arises and a potential insurance recovery is probable, the impending gain is recognized separately from the related loss.

The recovery will only be recognized up to the amount of the loss once the recovery of the claim is deemed probable and any excess gain will fall under contingency accounting and will only be recognized once it is realized.

The recovery will only be recognized up to the amount of the loss once the recovery of the claim is deemed

probable and any excess gain will fall under contingency accounting and will only be recognized once it is realized.

The Company does not net insurance recoveries against the related claim liability as the amount of the claim liability is determined without consideration of the anticipated insurance recoveries from third parties.

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All ASUs are adopted by their respective due dates and in the manner prescribed by the FASB.

In December 2023, the FASB issued A SU No.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

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The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact that this guidance will have on the disclosures within its consolidated financial statements.

In January 2024, the FASB issued ASU No.

Adoption of this standard did not impact our financial position or results of operations but resulted in expanded tax disclosures in these full year financial statements for the year ended December 31, 2025.

In November 2024, the FASB issued ASU No.

2024-03 , Income Statement—Reporting Comprehensive Income (Topic 220):

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The Company is currently evaluating the impact that this guidance will have on the disclosures within its consolidated financial statements.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

The amendments introduce a practical expedient that allows entities to assume current conditions as of the balance sheet date remain unchanged over the remaining life of current accounts receivable and current contract assets arising from transactions within the scope of ASC 606.

The ASU is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years, with early adoption permitted.

The Company is evaluating the impact that the guidance will have on the disclosures within its consolidated financial statements;

however, adoption is not expected to have a material impact on the Company’s financial position or results of operations.

Contract revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

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Total contract revenues

The Company has determined that it has two reportable segments pursuant to FASB ASC Topic 280, Segment Reporting, but has disaggregated its contract revenues in the above chart in terms of services provided within such segments.

In making this determination, the Company considered the similar characteristics of its operations as discussed in Note 1.

Additionally, as discussed, both the marine and concrete segments have limited contracts with multiple performance obligations.

The Company’s contracts are often estimated and bid as one project and evaluated as to performance as one project, not by individual services performed by each.

Both the marine and concrete segments have a single individual responsible for managing the entire segment, not by service lines of the segments.

Resources are allocated by segment and financial and budgetary information is compiled and reviewed by segment, not service line.

Marine Segment

Construction services include construction, restoration, maintenance, dredging and repair of marine transportation facilities, marine pipelines, bridges and causeways and marine environmental structures.

Dredging services generally

enhance or preserve the navigability of waterways or the protection of shorelines through the removal or replenishment of soil, sand or rock.

Specialty services include design, salvage, demolition, surveying, towing, diving and underwater inspection, excavation and repair.

Concrete Segment

Structural services include elevated concrete pouring for products such as columns, elevated beams and structural walls.

Light commercial services include horizontally poured concrete for products such as slabs, sidewalks, ramps and tilt walls.

Other services comprise labor related to concrete pouring such as rebar installation and pumping services and typically support the Company’s structural and light commercial services.

The Company has determined that it has two reportable segments as described in Note 17 , but has disaggregated its contract revenues in the above chart in terms of services provided within such segments.

Additionally, both the marine and concrete segments have limited contracts with multiple performance obligations.

The Company’s contracts are often estimated and bid as one project and performance is evaluated as one project, not by individual services performed by each.

Additionally, the table below represents contract revenue by type of customer for the years ended December 31, 2025, 2024 and 2023, respectively:

Federal Government

State Governments

Local Government

Private Companies

Total contract revenues

On March 10, 2023, the United States Navy awarded the Dragados/Hawaiian Dredging/Orion Joint Venture a contract to complete the construction of a dry dock at Pearl Harbor Naval Shipyard.

The Company’s joint venture with Dragados/Hawaiian Dredging is a related-party transaction.

The Company’s portion of work as a dedicated subcontractor totals $ 463.9 million.

For the years ended December 31, 2025, 2024 and 2023, the United States Navy, which is included in the Federal Government category, accounted for 14 %, 25 % and 13 %, respectively, of total contract revenue.

For the years ended December 31, 2025, 2024 and 2023, the Company’s revenue related to the joint venture subcontract was approximately $ 121.5 million, $ 199.4 million and $ 90.5 million, respectively.

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 sustains such a large portion of receivables or contract revenue over time.

Contract revenues generated outside the United States totaled 5 %, 7 % and 5 % of total revenues for the years ended December 31, 2025, 2024 and 2023, respectively, and were primarily located in the Caribbean Basin.

Concentration of Risk and Enterprise-Wide Disclosures

In both reportable segments accounts receivable include amounts billed to governmental agencies and private customers and do not bear interest.

Accounts receivable include amounts billed to governmental agencies and private customers and do not bear interest.

Balances billed to customers but not paid pursuant to retainage provisions generally become payable upon contract completion and acceptance by the owner.

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Net receivables

At December 31, 2024, the United States Navy, which is included in the Federal Government category, accounted for 11.1 % of total current receivables.

At December 31, 2023, a customer in the Private Companies category accounted for 19.9 % of total current receivables.

Additionally, the table below represents concentrations of contract revenue by type of customer for the years ended December 31, 2024, 2023 and 2022.

Federal Government

State Governments

Local Government

Private Companies

Total contract revenues

For the year ended December 31, 2024, the United States Navy, which is included in the Federal Government category, accounted for 25.0 % of total contract revenues.

For the year ended December 31, 2023, the United States Navy accounted for 12.7 % of total contract revenue.

For the year ended December 31, 2022, no single customer exceeded 10.0% of total contract revenues.

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 sustains such a large portion of receivables or 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 $ 450.2 million.

For the fiscal years ended December 31, 2024 and 2023, the Company’s revenue related to the joint venture subcontract was approximately $ 199.4 million and $ 90.5 million, respectively.

The concrete segment primarily purchases concrete from select suppliers.

The loss of any one of these suppliers could adversely impact short-term operations.

Contract revenues generated outside the United States totaled 7.4 %, 5.1 % and 0.9 % of total revenues for the years ended December 31, 2024, 2023 and 2022, respectively, and were primarily located in the Caribbean Basin.

At December 31, 2025, the United States Navy, which is included in the Federal Government category and is a customer in the Private Companies category, accounted for 20 % and 12 %, respectively, of total current receivables.

At December 31, 2024, the United States Navy accounted for 11 % of total current receivables.

Contracts in Progress

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Estimated earnings

Costs and estimated earnings on uncompleted contracts

Billings to date

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( 1,735,741 )

Net contracts in progress

Included in the accompanying Consolidated Balance Sheets under the following captions:

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Contract liabilities

Included in contract assets is approximately $ 19.8 million and $ 13.0 million at December 31, 2024 and December 31, 2023, respectively, related to claims and unapproved change orders.

See Note 2 to the Company’s consolidated financial statements for discussion of the accounting for these claims.

Net contracts in progress

Included in contract net assets (liabilities) is approximately $ 7.1 million and $ 19.8 million at December 31, 2025 and December 31, 2024, respectively, related to claims and unapproved change orders.

Remaining performance obligations represent the transaction price of firm orders or other written contractual commitments from customers for which work has not been performed or is partially completed and excludes unexercised contract options and potential orders.

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The following is a summary of property and equipment as of December 31, 2025 and December 31, 2024:

Automobiles and trucks

Building and improvements

Construction equipment

Vessels and other equipment

Building and improvements

Automobiles and trucks

Office equipment

Gross book value of depreciable assets

Accumulated depreciation

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Construction in progress

For the years ended December 31, 2024, 2023 and 2022, depreciation expense was $ 15.5 million, $ 18.4 million and $ 19.7 million, respectively.

Property and equipment, net of depreciation

Substantially all depreciation expense is included in the cost of contract revenue in the Company’s Consolidated Statements of Operations.

Substantially all of the assets of the Company are pledged as collateral under the Company’s Credit Agreement (as defined in Note 9 ).

Interest costs of $ 0.3 million were capitalized during the year ended December 31, 2025, related to the build-out of the Company’s new corporate office facility.

Substantially all of the Company’s long-lived assets are located in the United States.

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The Company’s assessment of the significance of a particular input to the fair value requires judgment and may affect the placement of assets and liabilities within the fair value hierarchy levels.

The following table sets forth by level within the fair value hierarchy the Company’s recurring financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2024 and December 31, 2023:

Fair Value Measurements

Carrying Value

December 31, 2024

Cash surrender value of life insurance policy

December 31, 2023

Cash surrender value of life insurance policy

Our concrete segment has life insurance policies with a combined face value of $ 11.1 million as of December 31, 2025.

The policies are invested in mutual funds and the fair value measurement of the cash surrender balance associated with these policies is determined using Level 2 inputs within the fair value hierarchy and will vary with investment performance.

These policies are invested in mutual funds and the fair value measurement of the cash surrender balance associated with these policies is determined using Level 2 inputs within the fair value hierarchy and will vary with investment performance.

The fair value of the cash surrender value of these policies at December 31, 2025 and December 31, 2024 was $ 1.3 million and $ 1.2 million, respectively.

These assets are included in the “Other non-current” asset section in the Company’s Consolidated Balance Sheets.

Non-Recurring Fair Value Measurements

The Company generally applies fair value valuation techniques on a non-recurring basis associated with (1) valuing assets and liabilities acquired in connection with business combinations and other transactions;

(2) valuing potential impairment loss related to long-lived assets;

and (3) valuing potential impairment loss related to the infinite-lived intangible asset.

Other Fair Value Measurements

The fair value of the Company’s debt at December 31, 2025 and 2024 approximated its carrying value of $ 7.9 million and $ 26.8 million, respectively, as interest is based on current market interest rates for debt with similar risk and maturity.

Intangible Assets

Finite-lived intangible assets were acquired as part of the purchase of TAS during 2015 and TBC during 2017 and included customer relationships.

Customer relationships were amortized over eight years using an accelerated method based on the pattern in which the economic benefits of the assets were consumed.

For the years ending December 31, 2023 and 2022, approximately $ 0.4 million and $ 1.2 million, respectively, of amortization expense was recognized for these assets.

As of December 31, 2023 all finite-lived intangible assets acquired as part of the purchase of TAS and TBC were fully amortized.

The Company evaluated the indefinite-lived intangible asset which consisted of the TAS Concrete Construction tradename and a result of the Company’s strategic decision to rebrand its concrete segment under the Orion banner the Company determined that the estimated fair value of the TAS Concrete Construction tradename was less than it carrying amount and an impairment loss of 6.9 million was recognized under ASC 350 in fiscal 2023.

As of December 31, 2023 all of the Company’s intangible assets are fully amortized or impaired.

The estimated fair value of debt is classified a s Level 2 w ithin the fair value hierarchy.

Accrued Liabilities

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Accrued liabilities expected to be covered by insurance

Property taxes

Sale-leaseback arrangement

Accounting and audit fees

Property taxes

Other accrued expenses

Total accrued liabilities

On May 15, 2023, the Company entered into a Credit Agreement with White Oak ABL, LLC and White Oak Commercial Finance, LLC which includes a $ 65.0 million asset based revolving credit facility and a $ 38.0 million fixed asset term loan (the “Credit Agreement”).

The Company incurred debt issuance costs related to the Credit Agreement of $ 5.9 million, which will be amortized over the life of the agreement under the effective interest method.

The Credit Agreement has a maturity date of May 15, 2028.

The Company used the proceeds of the Credit Agreement to repay the $ 40.0 million outstanding on the Company’s prior credit facility.

In connection with the extinguishment of the prior credit facility, the Company wrote off the remaining $ 0.1 million in debt issuance costs associated with the prior credit facility.

On December 1, 2023, the Company entered into Amendment No.

1 to the Credit Agreement which extended the maturity date for the $ 15.0 million pre-payment to the earlier of June 30, 2024 and the date that is three business days after receipt of net proceeds in respect of the East and West Jones Sale.

The Credit Agreement is secured by substantially all of the assets of the Company and its subsidiaries, including fixed assets and account receivables, and is used to finance general corporate and working capital purposes, capital expenditures, and permitted acquisitions and associated fees, to refinance existing indebtedness, and to pay for all expenses related to the Credit Agreement.

Amounts repaid under the Revolver can be re-borrowed.

The Revolver initially bore interest at a rate of the 30-day SOFR plus 5.5 % and the Term Loan at a rate of the 30-day SOFR plus 8.0 %, subject to a SOFR floor of 4.0 %.

On February 27, 2024, the Company entered into Amendment No.

2 to the Credit Agreement, which lowered the interest rate for the Revolver by 50 basis points to 30-day SOFR plus 5.0 % and the Term Loan by 100 basis points to 30-day SOFR plus 7.0 %, subject to a SOFR floor of 4.0 %.

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) replaced the Consolidated EBITDA covenant with a Consolidated Fixed Charge Coverage Ratio (FCCR) for the quarter ended March 31, 2024, (ii) lowered the FCCR covenant threshold from 1.10 :1.00 to 1.00 :1.00 through the quarter ended December 31, 2024, (iii) lowered the $ 15 million prepayment due June 30, 2024 to $ 10 million, (iv) extended the maturity of the Loan Agreement by one year to May 15, 2027, and (v) reset the make-whole provision to align with the extension.

On June 28, 2024, the Company executed Amendment No.

4 to the Loan Agreement with White Oak Commercial Finance, LLC.

This amendment, among other things, (i) revised the Minimum Liquidity covenant to require that the Loan Parties and Subsidiaries cause Liquidity to not fall below the following amounts for more than three consecutive Business Days or as of the close of business on Friday of each week:

From the Third Amendment Effective Date through July 26, 2024 - $ 8.0 million, provided that Liquidity may be less than $ 8.0 million but no less than $ 5.0 million on the close of business of one Friday during such period and during the week (ending Sunday) that includes such Friday;

From July 27, 2024 through September 30, 2024 - $ 10.0 million;

From October 1, 2024 through the Maturity Date - $ 15.0 million, (ii) revised

the Specified Prepayment provision to replace the prior $ 10.0 million prepayment due June 30, 2024 with the following prepayments:

July 26, 2024 - $ 2.0 million;

August 30, 2024 - $ 4.0 million;

September 30, 2024 - $ 4.0 million and October 31, 2024 - $ 5.0 million;

provided, however, that if the sale of the East and West Jones Property is consummated prior to September 30, 2024, then the amounts due following the consummation of such sale are not required and instead, the Borrowers shall make a mandatory prepayment on the Term Loans of the net proceeds of the sale within three Business Days of receipt of such proceeds in an amount equal to $ 15.0 million less the amount of the prepayments already made as of such date;

and (iii) revised the Specified Post-Closing Liquidity Transactions provision to be fulfilled by September 30, 2024.

On July 26, 2024, the Company executed Amendment No.

5 to the Loan Agreement with White Oak Commercial Finance, LLC and the Lenders party thereto.

This amendment, among other things, (i) replaced the minimum FCCR covenant with a minimum EBITDA covenant for the next four quarters, (ii) modified the minimum liquidity requirements through January 1, 2025, (iii) replaced the requirement to raise $ 45.0 million through asset sales by September 30, 2024, with certain milestones requiring the Company to raise $ 25.0 million (the “2024 Liquidity Transactions”) by September 30, 2024, and (iv) further modified the timing and amounts of term loan prepayments.

Under the terms of Amendment No.

5, the Company was required to make the following term loan prepayments:

July 26, 2024 - $ 2.0 million, August 30, 2024 - $ 4.0 million and September 30, 2024 - $ 4.0 million.

The Company also made the following required term loan prepayments:

October 31, 2024 - $ 1.67 million, November 29, 2024 - $ 1.67 million and December 31, 2024 - $ 1.67 million.

Amendment No.

5 also includes other administrative and definitional changes, including changes to the EBITDA requirements used to compute the interest rate margin applicable to the revolving credit facility.

On March 4, 2025, the Company executed Amendment No.

6 to the Loan Agreement with White Oak Commercial Finance, LLC.

See Note 21 for more information regarding Amendment No.

The yearly weighted average interest rate for the Credit Agreement, as of December 31, 2024 was 11.87 %.

On May 15, 2023, the Company entered into a credit agreement with White Oak ABL, LLC and White Oak Commercial Finance, LLC (the “White Oak Credit Agreement”), providing for a $ 65.0 million asset-based revolving credit facility (the “White Oak Revolver”) and a $ 38.0 million fixed asset term loan (the “White Oak Term Loan”).

The White Oak Credit Agreement, as subsequently amended, was scheduled to mature on May 15, 2028 and was secured by substantially all of the assets of the Company and its subsidiaries, including fixed assets and accounts receivable.

On December 23, 2025, in connection with entering into the UMB Credit Agreement described below, the Company terminated the White Oak Credit Agreement and repaid all amounts outstanding thereunder.

In connection with such termination, the Company paid a make-whole payment of approximately $ 1.1 million and wrote off approximately $ 2.7 million of unamortized deferred financing costs, resulting in a $ 3.8 million loss on debt extinguishment for the year ended December 31, 2025.

On December 23, 2025, the Company entered into a $ 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 (the “UMB Revolver”), a $ 20.0 million equipment term loan and a $ 40.0 million acquisition term loan.

In addition, the UMB Credit Agreement provides for a $ 25.0 million accordion option for future acquisitions (subject to customary conditions).

The UMB Credit Agreement is secured by substantially all of the assets of the Company and certain of its domestic subsidiaries, subject to permitted liens, and is guaranteed, on a joint and several basis, by each existing and subsequently acquired or formed direct and indirect domestic subsidiary of the Company.

The UMB Credit Agreement matures in December 2030.

The UMB Credit Agreement includes a letter of credit sublimit equal to the lesser of $ 7.5 million and the total amount of the revolving commitments then in effect.

The Company is subject to a commitment fee on the average daily unused amount of the revolving commitments, which accrues at a rate per annum equal to the applicable rate set forth in the UMB Credit Agreement.

As of December 31, 2025, the Company had no borrowings outstanding under the UMB Revolver, equipment term loan or acquisition term loan.

The Company’s borrowing availability under the UMB Revolver at December 31, 2025 was approximately $ 60.0 million.

The Company’s obligations under debt arrangements consisted of the following:

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December 31, 2024

Debt Issuance

Term loan - current

Total current debt

Term loan - long-term

deferred debt issuance costs (1)

Total long-term debt

(1) Total debt issuance costs include underwriter fees, legal fees, syndication fees and fees related to the execution of the Credit Agreement and the termination and repayment of the Company’s prior credit facility.

Provisions of the revolving line of credit

The Company has a maximum borrowing capacity under the Revolver of $ 65.0 million.

There is a letter of credit sublimit that is equal to the lesser of $ 5.0 million and the aggregate unused amount of the revolving commitments then in effect.

The Company is subject to a commitment fee for the unused portion of the maximum borrowing availability under the Revolver.

The Revolver termination date is the earlier of the Credit Agreement termination date, May 15, 2028, or the date the outstanding balance is permanently reduced to zero, in accordance with the terms of the Credit Agreement.

As of December 31, 2024, the Company had no borrowings under the Revolver.

The Company’s borrowing availability under the Revolver at December 31, 2024 was approximately $ 26.7 million.

During the year ended December 31, 2024, the Company had borrowings and repayments of $ 72.6 million on the Revolver.

Financial covenants

Restrictive financial covenants under the amended Credit Agreement include:

● A Consolidated Fixed Charge Coverage Ratio to not be less than the following during each noted period:

- Trailing Four Quarter Test Period Ending September 30, 2025 and each Fiscal Quarter thereafter, to not be less than 1.00 to 1.00.

● A Revolver Loan Turnover Ratio to not be less than the following during each noted period:

- Fiscal Quarter Ending June 30, 2023 and each Fiscal Quarter thereafter, to not be less than 2.50 to 1.00.

● A Term Loan Loan-to-Value Ratio to not be greater than the following during each noted period:

- Fiscal Quarter Ending June 30, 2023 and each Fiscal Quarter thereafter, to not be more than 60 % .

● A Minimum EBITDA to not be less than the following during each noted period:

- Trailing Four Quarter Test Period ended December 31, 2024 - $ 37,188,000 .

- Trailing Four Quarter Test Period ended March 31, 2025 - $ 35,032,000 .

- Trailing Four Quarter Test Period ending June 30, 2025 - $ 31,691,000 .

The Company shall not permit Liquidity (as defined in the Credit Agreement) to fall below $ 15.0 million (i) for more than three (3) consecutive Business Days (as defined in the Credit Agreement) nor (ii) as of the close of business on Friday of each week.

In addition, the Credit Agreement contains events of default that are usual and customary for similar arrangements, including non-payment of principal, interest or fees;

(1) Deferred financing costs include lender/arrangement fees, legal fees and other third-party costs incurred in connection with entering into or amending the Company’s credit facilities.

Deferred financing costs are presented as a direct deduction from the carrying amount of the related term loan when amounts are outstanding.

At December 31, 2025, because there were no borrowings outstanding under the Company’s credit facilities, unamortized deferred financing costs of $ 1.7 million related to the UMB Credit Agreement were included in Other long-term assets.

At December 31, 2024, deferred financing costs were presented as a direct deduction from the carrying amount of the White Oak Term Loan.

The Credit Agreement is used to finance working capital and general corporate purposes, capital expenditures, permitted acquisitions and associated transaction fees, and to refinance existing indebtedness.

Borrowings under the UMB Revolver may be repaid and reborrowed, subject to the borrowing base and other conditions.

The Company’s credit facilities are used to finance working capital and general corporate purposes, capital expenditures, permitted acquisitions and associated transaction fees, and to refinance existing indebtedness.

Borrowings under the revolving facilities may be repaid and reborrowed, subject to the borrowing base and other conditions.

Borrowings under the White Oak Credit Agreement bore interest at rates based on 30-day Secured Overnight Financing Rate (“SOFR”) plus applicable margins, subject to a SOFR floor.

Borrowings under the UMB Credit Agreement must be of the same type and may bear interest at either an alternate base rate (“ABR”) or an SOFR, in each case plus an applicable margin determined by the Company’s consolidated senior leverage ratio.

The applicable margin ranges from 2.50 % to 3.00 % for SOFR loans and 1.50 % to 2.00 % for ABR loans, and the interest rate is subject to a 4.00 % per annum floor.

The annual weighted average interest rate for the White Oak Credit Agreement for the years ended December 31, 2025 and 2024 was 10.70 % and 11.87 %, respectively.

The annual weighted average interest rate for the UMB Credit Agreement for the year ended December 31, 2025 was 6.47 %.

The White Oak Credit Agreement contained customary affirmative and negative covenants, as well as financial maintenance covenants.

The UMB Credit Agreement contains customary affirmative and negative covenants, including limitations on indebtedness, liens, investments, asset sales, and dividends, and includes financial maintenance covenants requiring the Company to maintain (i) a consolidated fixed charge coverage ratio of not less than 1.20 to 1.00 and (ii) a consolidated senior leverage ratio of not greater than 3.00 to 1.00, each tested periodically.

In addition, the Company’s credit agreements contain events of default that are usual and customary for similar arrangements, including non-payment of principal, interest or fees;

breaches of representations and warranties that are not timely cured;

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and events constituting a change of control.

The Company was in compliance with all financial covenants under the amended agreement as of December 31, 2024.

The Company has entered into debt agreements with De Lage Landen Financial Services, Inc.

and Mobilease for the purpose of financing equipment purchased.

The Company was in compliance with all covenants under its credit agreements as of December 31, 2025 and 2024.

The Company had a $ 4.4 million construction financing obligation as of December 31, 2025 related to lessor-financed build-to-suit equipment.

Under this arrangement, the lessor funds costs associated with equipment being constructed to the Company’s specifications.

Because the Company is deemed to control the equipment during construction, the Company recognizes the equipment as construction in progress within property and equipment and records a corresponding financing obligation (included in other debt).

The equipment is expected to be placed in service during fiscal 2026.

The Company has entered into debt agreements for the purpose of financing equipment purchased.

As of December 31, 2025 and December 31, 2024, the carrying value of this debt was $ 1.0 million and $ 1.4 million, respectively.

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A portion of the operating lease above the fair value of the land was financed by the Company.

As of both December 31, 2024 and 2023, the carrying value of this debt was $ 2.4 million.

As of both December 31, 2025 and 2024 the carrying value of this debt was $ 2.5 million and $ 2.4 million, respectively.

Other Long-Term Liabilities

4 unchanged sentences

Deferred compensation

Accrued liabilities expected to be covered by insurance

Total other long-term liabilities

Sale-leaseback arrangements

On May 15, 2023, the Company entered into a $ 13.0 million sale-leaseback of certain equipment in which the Company leased-back the equipment for terms ranging from one to three years .

The transaction above was recorded as a failed sale-leaseback.

Concurrent with the sale of Company’s Port Lavaca South Yard property, the Company entered into a twenty-year lease agreement whereby the Company will lease back the property at an annual rental rate of approximately $ 1.1 million, subject to annual rent increases of 2.5 %.

On May 15, 2023, the Company entered into a $ 13.0 million sale-leaseback of certain equipment pursuant to which the Company leased-back the equipment for terms ranging from one to three years .

This transaction was recorded as a failed sale-leaseback.

Concurrent with the sale of Company’s Port Lavaca South Yard property, the Company entered into a twenty-year lease agreement whereby the Company leased back the property at an annual rental rate of approximately $ 1.1 million, subject to annual rent increases of 2.5 %.

Under the lease agreement, the Company has four consecutive options to extend the term of the lease by five years for each such option.

The portion of the above transaction related to the building was recorded as a failed sale-leaseback.

The portion of this transaction related to the building was recorded as a failed sale-leaseback.

On September 27, 2019, the Company entered into a purchase and sale agreement (the “Purchase and Sale Agreement”).

Pursuant to the terms of the Purchase and Sale Agreement, the Company sold its 17300 & 17140 Market Street location in Channelview, Texas for a purchase price of $ 19.1 million.

Concurrent with the sale of the property, the Company entered into a fifteen-year lease agreement whereby the Company will lease back the property at an annual rental rate of approximately $ 1.5 million, subject to annual rent increases of 2.0 %.

Pursuant to the terms of the Purchase and Sale Agreement, the Company sold certain properties for a purchase price of $ 19.1 million.

Concurrent with the sale of the property, the Company entered into a fifteen-year lease agreement whereby the Company leased back the property at an annual rental rate of approximately $ 1.5 million, subject to annual rent increases of 2.0 %.

Under the lease agreement, the Company has two consecutive options to extend the term of the lease by ten years for each such option.

The transaction above was recorded as a failed sale-leaseback.

This transaction was recorded as a failed sale-leaseback.

Related to the failed sale-leasebacks, the Company recorded liabilities for the amounts received, will continue to depreciate the non-land portion of the assets, and has imputed an interest rate so that the net carrying amount of the financial liability and remaining assets will be zero at the end of the initial lease terms.

The following table presents the components of our consolidated income tax expense for the years ended December 31, 2024, 2023 and 2022:

Year ended December 31, 2024

State and local

Year ended December 31, 2023

State and local

Year ended December 31, 2022

State and local

The Company’s income tax provision reconciles to the provision at the statutory U.S.

federal income tax rate for each year ended December 31, as follows:

The following table presents the components of income (loss) before income taxes were attributable to the following regions for each year ended December 31, as follows:

Total income (loss)

The following table presents the components of our consolidated income tax expense for each year ended December 31, as follows:

Current tax expense (benefit)

Total current tax expense

Deferred tax expense (benefit)

Total deferred tax expense (benefit)

Total income tax expense (benefit)

Total income tax expense

The table below provides the updated requirements of ASU 2023-09 for 2025.

Summary of Significant Accounting Policies – Recent Accounting Pronouncements” for additional details on the adoption of ASU 2023-09.

The effective income tax rate for the year ended December 31, 2025 differs from the statutory federal income tax rate as follows:

Statutory amount

Nontaxable and nondeductible items:

Stock compensation deficiency

Nondeductible meals and entertainment

Nondeductible executive compensation

Cross-border tax laws:

US taxation of foreign disregarded entity

Valuation allowances

State and local income tax, net of federal benefit

Foreign tax effects:

Statutory income tax rate differential

Other foreign jurisdictions

Uncertain tax provision

Total tax provision and effective tax rate

In the year ended 2025, the Company’s effective tax rate differed from the statutory federal rate of 21 % primarily due to the tax impact from the valuation allowance for current year activity, state income taxes and the non-deductibility of other permanent items.

As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the effective income tax rate differs from the statutory federal income tax rate as follows:

Statutory amount

Valuation allowance on foreign tax credits

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In the year ended 2023, the Company’s effective tax rate differed from the statutory federal rate of 21 % primarily due to the tax impact from the valuation allowance for current year activity, state income taxes and the non-deductibility of other permanent items.

In the year ended 2022, the Company’s effective tax rate differed from the statutory federal rate of 21 % primarily due to the tax impact from the valuation allowance for current year activity, state income taxes and the non-deductibility of other permanent items.

The Company’s effective tax rate can be volatile based on the amount of pretax income or loss in the reporting period.

For example, when pretax income is lower, the effect of reconciling items to the U.S.

statutory rate, such as nondeductible expenses, will have a greater impact on the effective tax rate.

The amounts of cash taxes paid by the Company in the year ended December 31, 2025 is as follows:

State and local

Total cash taxes paid

Deferred Taxes

5 unchanged sentences

Net operating loss carryforward

Share-based compensation

Stock-based compensation

Foreign tax credits

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Therefore, as of December 31, 2025, the Company continues to maintain a valuation allowance of $ 20.2 million.

This valuation allowance increased by $ 1.3 million during the year ended December 31, 2024 primarily to offset deferred tax assets generated during the period.

This valuation allowance decreased by $ 1.9 million during the year ended December 31, 2025 primarily to offset deferred tax liabilities generated during the period.

Uncertain Tax Benefits

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Earnings Per Share

Basic earnings per share is based on the weighted average number of common shares outstanding during each period.

Diluted earnings per share is based on the weighted average number of common shares outstanding as well as the effect of all dilutive common stock equivalents during each period net income is generated.

For the years ended December 31, 2024, 2023 and 2022, the Company had 177,395 , 250,264 , and 490,678 , securities, respectively, that were potentially dilutive in earnings per share calculations.

Such dilution is dependent on the excess of the market price of our stock over the exercise price and other components of the treasury stock method.

The exercise price for certain stock options awarded by the Company exceeded the average market price of the Company’s common stock for the years ended December 31, 2024, 2023 and 2022.

Such stock options are antidilutive and are not included in the computation of earnings per share for those periods.

Due to the Company reporting a net loss for all years presented, all potentially dilutive securities are antidilutive and are excluded from the computations of diluted loss per share.

The following table reconciles the denominators used in the computations of both basic and diluted earnings per share:

Year ended December 31,

Weighted average shares outstanding

Total basic weighted average shares outstanding

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Employee stock purchase plan

Total weighted average shares outstanding assuming dilution

Total diluted weighted average shares outstanding

For the years ended December 31, 2025, 2024 and 2023, the Company had 48,686 , 177,395 , and 250,264 , securities, respectively, that were potentially dilutive in earnings per share calculations.

Such dilution is dependent on the excess of the market price of our stock over the exercise price and other components of the treasury stock method.

The exercise price for certain stock options awarded by the Company exceeded the average market price of the Company’s common stock for the years ended December 31, 2025, 2024 and 2023.

Such stock options are antidilutive and are not included in the computation of earnings per share for those periods.

Due to the Company reporting a net loss fiscal 2024 and 2023, all potentially dilutive securities are antidilutive and are excluded from the computations of diluted loss per share.

Issuance of Common Stock

On September 12, 2024, the Company completed the sale of 5,589,000 shares of common stock, including 729,000 shares of common stock pursuant to an option granted to the underwriters, in an underwritten public offering.

The Company received net proceeds of approximately $ 26.4 million, after deducting underwriting discounts and other estimated offering expenses payable by the Company.

The net proceeds were used for working capital and for general corporate purposes, including repayment of borrowings under the Credit Agreement.

The Company received net proceeds of approximately $ 26.4 million, after deducting underwriting discounts and other estimated offering

expenses payable by the Company.

The net proceeds were used for working capital and for general corporate purposes, including repayment of borrowings under the White Oak Credit Agreement.

Share-Based Compensation

The Compensation Committee of the Company’s Board of Directors is responsible for the administration of the Company’s stock incentive plans.

The plans include the balance of shares remaining under the 2022 Long Term Incentive Plan (the “2022 LTIP”), which was approved by shareholders in May of 2022 and amended in May of 2024 and authorizes 3,735,000 shares, the maximum aggregate number to be issued, plus any shares available for grant under prior long term incentive plans as of the date the 2022 LTIP was approved.

Any shares subject to awards granted under the prior plans that expire or are cancelled, forfeited, exchanged, settled in cash or otherwise terminated roll into the 2022 LTIP.

In general, the Company’s 2022 LTIP provides for grants of restricted stock and performance-based awards to be issued with a per-share price not less than the fair market value of a share of common stock on the date of grant.

In general, the Company’s Long-Term Incentive Plan (“ LTIP”) provides for grants of restricted stock and performance-based awards to be issued with a per-share price not less than the fair market value of a share of common stock on the date of grant.

The Company accounts for forfeitures of awards as they are incurred.

In May 2024, shareholders approved the ESPP, which became effective on September 16, 2024.

In May 2024, shareholders approved the Employee Stock Purchase Plan (“ESPP”), which became effective on September 16, 2024.

The Company has reserved a total of 1,000,000 shares under the ESPP, all of which are authorized and available for future issuance under the ESPP.

The ESPP provides a means by which eligible employees of the Company are given an opportunity to purchase shares of common stock at a discount as permitted under the Internal Revenue Code of 1986, as amended.

During the year ended December 31, 2024, there were no shares issued under the ESPP.

The Company has an outstanding liability pertaining to the ESPP of $ 0.2 million as of December 31, 2024, included in accrued expenses, for employee contributions to the ESPP, pending issuance at the end of the offering period.

Restricted Stock

The following table summarizes the restricted stock activity under the Company’s equity incentive plans:

During the year ended December 31, 2025, there were 154,006 shares issued under the ESPP.

The table below presents the share-based compensation expense included in the Company’s accompanying condensed consolidated statements of operations:

Restricted stock awards

Performance stock units

Employee share purchase plan

Total share-based compensation expense

Under its approved long-term incentive plan, the Company grants share-based awards to its employees.

The following table presents a summary of the Company’s unvested restricted stock awards and performance share units granted under the plan:

Restricted stock awards

Performance stock units

Nonvested at January 1, 2023

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Nonvested at December 31, 2025

On March 4, 2024, an employee of the Company was awarded a total of 2,197 shares of restricted common stock with a vesting period of three years and a fair value of $ 6.83 per share.

On March 20, 2024, the Company granted certain executives a total of 109,503 shares of restricted common stock with a vesting period of three years and a fair value of $ 8.36 per share.

On March 20, 2024, the Company granted certain executives a total of 205,322 performance-based units.

earned based on the achievement of an objective, tiered return on relative total shareholder return, measured over a three-year performance period.

The Company evaluates the probability of achieving this each reporting period.

The fair value of the grants awarded related to the return on invested capital was $ 8.36 per share and the fair value of the grants awarded related to the relative total shareholder return was $ 14.22 , valued using a Monte Carlo simulation.

On May 16, 2024, the Company’s six independent directors were awarded an aggregate of 64,170 shares of restricted common stock.

The shares vested immediately on the date of the grant.

The fair value on the date of grant of all shares awarded was $ 9.35 .

On May 17, 2024, the Company granted certain employees a total of 443,258 shares of restricted common stock with a vesting period of three years and a fair value of $ 9.37 per share.

On June 24, 2024, an employee of the Company was awarded a total of 1,482 shares of restricted common stock with a vesting period of three years and a fair value of $ 8.77 per share.

On August 5, 2024, an employee of the Company was awarded a total of 1,652 shares of restricted common stock with a vesting period of three years and a fair value of $ 6.78 per share.

On September 30, 2024, an employee of the Company was awarded a total of 2,475 shares of restricted common stock with a vesting period of three years and a fair value of $ 5.77 per share.

In January 2023, certain officers and executives of the Company were awarded a total of 180,833 shares of restricted common stock with a vesting period of three years and a fair value of $ 3.00 per share.

In March 2023, the Company formalized the performance measures related to the August 2022 and September 2022 grants of 328,909 performance units to two executives .

As a result, the previous grants were replaced with 335,851 performance units, an incremental increase of 6,942 performance units accounted for as a modification.

The performance-based units will potentially vest 100 % if an objective, tiered return on invested capital, measured over a three-year performance period, is achieved.

The Company evaluates the probability of achieving this each reporting period.

The fair value of all grants awarded in March 2023 was $ 2.65 per unit.

In May 2023, the Company granted an executive of the Company 4,000 shares of restricted common stock with a vesting period of three years and a fair value of $ 2.50 per share.

In May 2023, the Company’s seven independent directors were awarded an aggregate of 238,637 shares of restricted common stock.

The shares vested immediately on the date of the grant.

The fair value on the date of grant of all shares awarded was $ 2.64 per share.

In July 2023, the Company granted an executive of the Company 12,862 shares of restricted common stock with a vesting period of three years and a fair value of $ 3.11 per share.

In October 2023, certain officers and executives of the Company were awarded a total of 152,000 shares of restricted common stock with a vesting period of three years and a fair value of $ 4.95 per share.

In November 2023, the Company granted an executive of the Company 61,602 shares of restricted common stock with a vesting period of three years .

In addition, the executive was awarded a total of 41,068 performance-based units.

The performance-based units will potentially vest 100 % if an objective, tiered return on invested capital, measured over a three-year performance period, is achieved.

The Company evaluates the probability of achieving this each reporting period.

The fair value of all grants awarded in November 2023 was $ 4.87 per share or unit.

In January 2022, the Company granted an independent director 8,929 shares of restricted common stock, which vested immediately on the date of grant and had a fair value on the date of grant of $ 3.36 per share.

In May 2022, independent directors as well as Mr.

Shanfelter, the Company’s Executive Chairman, Interim Chief Executive Officer and Interim Chief Financial Officer, were awarded an aggregate of 623,655 shares of restricted common stock.

The total number included 193,548 shares, which were awarded to the six independent directors and vested immediately on the date of the grant, as well as 430,107 shares of time-vested restricted stock units awarded to Mr.

In September 2022, 179,211 of the time-vested restricted stock units cliff vested and were settled in stock as a result of Mr.

Shanfelter fulfilling his term as Interim Chief Executive Officer.

In March 2023, the remaining 250,896 time-

vested restricted stock units cliff vested and were settled in stock as a result of Mr.

Shanfelter fulfilling his term as Executive Chairman.

The fair value on the date of the grant of all shares awarded in May 2022 was $ 2.79 per share.

In August 2022, the Company granted an executive 446,097 shares of restricted common stock with a vesting period of three years .

In addition, the Company granted the executive 241,636 performance-based units.

The performance-based units will potentially vest 100 % if an objective, tiered return on invested capital, measured over a three-year performance period, is achieved.

The Company evaluates the probability of achieving this each reporting period.

The fair value of all grants awarded in August 2022 was $ 2.69 per unit.

In September 2022, the Company granted an executive 130,909 shares of restricted common stock with a vesting period of three years .

In addition, the Company granted the executive 87,273 performance-based units.

The performance-based units will potentially vest 100 % if an objective, tiered return on invested capital, measured over a three-year performance period, is achieved.

The Company evaluates the probability of achieving this each reporting period.

The fair value of all grants awarded in September 2022 was $ 2.75 per unit.

In November 2022, the Company granted an executive of the Company 64,935 shares of restricted common stock, which vested immediately on the date of grant.

The fair value of all shares awarded on the date of grant was $ 2.31 per share.

(1) A maximum of 1.2 million common shares could be awarded based upon the Company’s achievement of set performance-metrics.

In 2025, the Company granted certain executives a total of 293,073 performance-based units.

The performance-based units will potentially vest 100 % if the target is met, with 50 % of the units to be earned based on the achievement of an absolute adjusted EBITDA target, measured in the final year of a three-year performance period and 50 % of the units to be earned based on the achievement of an objective, tiered return on relative total shareholder return, measured over a three-year performance period.

The fair value of the grants awarded related to the adjusted EBITDA target was $ 5.89 per share and

the fair value of the grants awarded related to the relative total shareholder return target was $ 8.45 per share valued using a Monte Carlo simulation model.

In 2024, the Company granted certain executives a total of 205,322 performance-based units.

The performance-based units will potentially vest 100 % if the target is met, with 50 % of the units to be earned based on the achievement of an objective, tiered return on invested capital, measured over a three-year performance period and 50 % of the units to be earned based on the achievement of an objective, tiered return on relative total shareholder return, measured over a three-year performance period.

In 2023, the Company granted certain executives as total of 328,909 performance-based units.

The performance based-units will potentially vest 100 % if the target is met, with 75 % of the units to be earned based on the achievement of an objective, tiered return on invested capital, measured over a three-year performance period and 25 % of the units to be earned based on the achievement of an average closing stock price at the end of the three-year performance period.

The fair value of the grants awarded related to the return on invested capital was $ 2.65 per share and the fair value of the grants awarded related to achievement of an average closing stock price at the end of the three-year performance period was $ 0.99 per share, valued using a Monte Carlo simulation.

The following table presents the assumptions related to the performance share units granted related to the relative total shareholder return, as indicated in the previous summary table:

Grant-date fair value

Risk-free interest rate

Volatility factor

Contractual term (years)

Stock options

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Exercisable at December 31, 2025

For years ended December 31, 2024, 2023 and 2022, compensation expense related to share-based awards outstanding for the periods was $ 4.0 million, $ 2.0 million and $ 2.8 million, respectively.

For the years ended December 31, 2024, 2023 and 2022, payments related to tax withholding for share-based compensation for certain officers of the Company were approximately $ 0.5 million, $ 0.5 million and $ 0.4 million, respectively.

In the year ended December 31, 2024, the Company received proceeds of approximately $ 0.9 million upon the exercise of 136,549 options.

In the years ended December 31, 2023 and December 31, 2022, no stock options were exercised.

As of December 31, 2024, total unrecognized compensation expense related to unvested stock was approximately $ 7.1 million, which is expected to be recognized over a period of approximately 2.0 years.

The following table presents a summary of the unrecognized compensation cost, and the related weighted average recognition period associated with unvested awards and units as of December 31, 2025:

Restricted stock awards

Performance stock units

Unrecognized compensation cost

Weighted average period for recognition (years)

The following table presents a summary of the total intrinsic value of options exercised and the total fair value of shares vested as of the year’s presented:

Total intrinsic value of options exercised

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Employee Benefits

All of the Company’s employees except independent contractors, Associate Divers, the Associate Tugmasters, residents of Puerto Rico, and employees covered by a collective bargaining agreement, unless the agreement requires the employee to be included under the plan, are eligible to participate in the Company’s 401(k) Retirement Plan on the first day of any

month following their date of hire.

All of the Company’s employees except independent contractors, associate divers, the associate tugmasters, residents of Puerto Rico, and employees covered by a collective bargaining agreement, unless the agreement requires the employee to be included under the plan, are eligible to participate in the Company’s 401(k) Retirement Plan (the “Plan”) on the first day of any month following their date of hire.

Each participant may contribute between 1 % and 80 % of eligible compensation on a pre-tax basis, Roth after-tax or a combination of pre-tax and Roth, up to the annual IRS limit.

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Washington Laborers

Carpenters Retirement Plan of Western Washington Northwest

Carpenters Retirement Plan of Western Washington Southwest

SW Carpenters Pension Plan

Cement Masons & Plasterers Trust Funds

Western Conference of Teamsters Pension Trust Fund

Oregon Operating Engineers – AGC -IUOE Local 701

Hawaii Operating Engineers Local 3 Trust Funds

2 unchanged sentences

Zone status is based on information received from the plan and is indicative of the plans funding status.

Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the orange zone are less than 80 percent funded and have an Accumulated Funding Deficiency in the current year or projected into the next six years, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded.

Among other factors, plans in the red zone are generally less than 65% funded, plans in the orange zone are less than 80% funded and have an Accumulated Funding Deficiency in the current year or projected into the next six years, plans in the yellow zone are less than 80%funded, and plans in the green zone are at least 80% funded.

(2) The FIP/RP Status P/I column indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending (“P”), or implemented (“I”).

(3) Based on information provided by the plan administrators, the Company’s contributions represented less than 5% of the total contributions to each plan by all participating employers for the plan year(s) for which information is available.

There are currently no plans to withdraw from any of the multi-employer plans in which the Company participates.

Commitments and Contingencies

The Company is involved in various legal and other proceedings which are incidental to the conduct of its business, none of which in the opinion of management will have a material effect on the Company’s financial condition, results of operations or cash flows.

The Company is involved in various legal, audit, and other proceedings that are incidental to the conduct of its business, none of which in the opinion of management will have a material effect on the Company's financial condition, results of operations, or cash flows.

Management believes that it has recorded adequate accrued liabilities and believes that it has adequate insurance coverage or has meritorious defenses for these claims and contingencies.

In October 2025, the Company received a sales tax assessment of $ 15 million from the State of Texas covering multiple periods.

The Company believes it has meritorious defenses and based on current facts and circumstances does not believe a loss is probable.

Segment Information

The Company currently operates in two reportable segments:

marine and concrete.

The Company’s financial reporting systems present various data for management to run the business, including profit and loss statements prepared according to the segments presented.

The Company’s CODM, the Company’s President and Chief Executive Officer, evaluates segment performance and allocates resources based on segment operating income, which is defined as revenue less costs of contract revenues, segment-specific selling, general, and administrative (SG&A) expenses, and segment-specific gain on disposal of assets, net.

The CODM also considers budget-to-actual variances on a monthly basis for both profit measures when making decisions about allocating capital and personnel to the segments.

Additionally, the CODM uses segment gross profit to evaluate projects and segment profit or loss from operations before interest and income taxes to assess segment performance.

This assessment includes comparing the results of each segment and incorporating these evaluations in the compensation of certain employees.

Interest expense, net, and income taxes are reviewed on a consolidated level rather than by individual segment.

The Company has determined that it has two reportable segments pursuant to ASC Topic 280, Segment Reporting:

marine and concrete, both operating under the Orion brand and logo.

The Chief Operating Decision Maker (“CODM)”, identified as the Chief Executive Officer, allocates resources and assesses performance based on these two reportable and operating segments.

In making this determination, management considered both quantitative and qualitative factors under ASC 280-10-50-11, including similarities in products and services, production processes, customer types, distribution methods, and regulatory environments.

Although the segments share certain macroeconomic drivers, they are managed separately and have distinct operating results reviewed by the CODM for purposes of resource allocation and performance evaluation.

Each segment has a designated management team responsible for day-to-day operations, and discrete

financial information is produced and evaluated at the segment level.

Segment operating income (loss) is the primary performance measure used by the CODM in assessing performance of the segments.

Segment operating income (loss) represents revenues, less direct costs of contract revenues, selling, general, and administrative expenses, and gains or losses on the disposal of assets.

The CODM reviews segment results inclusive of all expenses directly attributable to the respective segments.

Interest expense, income taxes, and other non-operating items are not allocated to the segments.

The total of the segment operating income (loss) measures equals the Company’s consolidated operating income (loss);

therefore, no reconciling items are required between total segment operating income and consolidated operating income.

Marine segment

Our marine segment provides construction, dredging and specialty services.

Dredging services generally enhance or preserve the navigability of waterways or the protection of shorelines through the removal or replenishment of soil, sand or rock.

Specialty services include design, salvage, demolition, surveying, towing, diving and underwater inspection, excavation and repair.

Concrete segment

Our concrete segment provides turnkey concrete construction services, including concrete surface place and finish, site preparation, layout, forming, and rebar placement for large commercial, structural and other associated business areas.

Segment information for the periods presented is provided as follows:

15 unchanged sentences

Intangible asset impairment loss

Operating income (loss)

Operating (loss) income

Property and equipment, net

1 unchanged sentence

Capital expenditures

There was $ 1.8 million, less than $ 0.1 million and $ 0.2 million in intersegment revenues between the Company’s two reportable segments for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices.

The marine segment had foreign revenues of $ 58.9 million, $ 36.1 million and $ 6.7 million for the years ended December 31, 2024,

2023 and 2022, respectively.

These revenues are derived from projects in the Caribbean Basin and are paid primarily in U.S.

There was no foreign revenue for the concrete segment.

Intersegment revenues totaled $ 3.9 million, $ 1.8 million and less than $ 0.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.

These primarily relate to labor and equipment services between the marine and concrete segments and are eliminated in consolidation.

The Company has operating and finance leases for office space, equipment and vehicles.

15 unchanged sentences

The components of lease expense are as follows:

Year Ended December 31,

Operating lease costs:

7 unchanged sentences

Supplemental cash flow information related to leases is as follows:

Year Ended December 31,

Cash paid for amounts included in the measurement of lease liabilities:

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Long-term lease obligations

Related Party Transaction

The Company’s portion of work as a dedicated subcontractor totals $ 450.2 million.

For the years ended December 31, 2024 and 2023, the Company’s revenue related to the joint venture subcontract was approximately $ 199.4 million and $ 90.5 million, respectively.

Subsequent Event

On March 4, 2025, the Company executed Amendment No.

6 to the Loan Agreement with White Oak Commercial Finance, LLC and the Lenders party thereto.

This amendment, among other things, (i) provides for a 50 basis-point reduction to pricing, (ii) lowers the required minimum liquidity from $ 20 million to $ 15 million, (iii) reduces the required consolidated fixed charge coverage ratio (“FCCR’) from not less than 1.10 to 1.00 to not less than 1.00 to 1.00 commencing the quarter ending September 30, 2025, (iv) modifies the calculation of financial covenants to include certain baskets and addbacks and (v) extends the maturity date to May 15, 2028 resetting the prepayment and make-whole.

On February 3, 2026, the Company entered into a Securities Purchase Agreement and completed an 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, the “Acquired Companies”).

The Acquired Companies are engaged in the business of providing jetty and breakwater construction, dredging, environmental restoration and rehabilitation, and dam and spillway construction.

The purchase agreement provides that the Company acquired all of the issued and outstanding shares and interests in the Acquired Companies for (a) $ 50.0 million in cash, subject to adjustments pursuant to the purchase agreement, (b) a $ 12.0 million unsecured subordinated five-year promissory note, (c) 182,392 shares of the Company’s common stock, $ 0.01 par value per share, calculated as specified in the purchase agreement, and (d) contingent post-closing cash payments dependent upon project profit realized from specified contracts of the Acquired Companies (the “Contingent Payments”).

The Contingent Payments relate to two different sets of contracts in backlog and in the near-term opportunity pipeline of the Acquired Companies.

The Company’s payment obligation with respect to one set of backlog projects (the “First Tranche Projects”) is subject to the relevant projects resulting in realized project profit of at least $ 10.0 million.

If the First Tranche Projects result in less than $ 10.0 million of project profit, the Company will not owe any payment.

If the project profit for the First Tranche Projects equals or exceeds $ 10.0 million, the Company will pay $ 10.0 million and 40 % of each dollar of project profit in excess of $ 10.0 million realized from the First Tranche Projects.

With respect to identified near-term pursuits (the “Second Tranche Projects”), the sellers are entitled to 40 % of each dollar of project profit realized from the Second Tranche Projects.

The Company does not have an obligation to make a Contingent Payment until substantial completion of all of the First Tranche Projects or Second Tranche Projects, as applicable.

The cash consideration and related expenses were funded with cash on hand and borrowings of approximately $ 46.9 million under the Company’s credit agreement, dated as of December 23, 2025, with the lenders party thereto and UMB Bank, N.A., as administrative agent and issuing bank.

In connection with the acquisition, the Company and the Acquired

Companies entered into an amendment to the loan documents effective February 3, 2026 pursuant to which the Acquired Companies joined the credit agreement as guarantors and provided collateral in the same manner as the Company’s other subsidiary guarantors.

The promissory note bears interest at an annual rate of 6.0 %, with five equal payments of principal and interest on each anniversary of the closing.

Because the acquisition occurred after the balance sheet date, it represents a nonrecognized subsequent event;

accordingly, the accompanying consolidated financial statements have not been adjusted to reflect the acquisition.

The Company evaluated subsequent events through March 4, 2026.

ORION GROUP HOLDINGS, INC.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures