What changed in this filing

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Item 1. Financial Statements

2026-04-29 compared with 2025-10-29 · 253 added, 206 removed, 346 unchanged (57% of the section changed)

4 unchanged sentences

(In Thousands, Except Share and Per Share Information)

September 30,

Current assets:

Cash and cash equivalents

Restricted cash

Accounts receivable:

9 unchanged sentences

Inventory, non-current

Deferred income tax asset

Other non-current

Intangible assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

12 unchanged sentences

Other long-term liabilities

Deferred income tax liability

Total liabilities

Stockholders’ equity:

Accumulated other comprehensive loss

Preferred stock -- $ 0.01 par value, 10,000,000 authorized, none issued

Common stock -- $ 0.01 par value, 50,000,000 authorized, 41,190,509 and 40,612,139 issued;

39,889,867 and 38,970,366 outstanding at September 30, 2025 and December 31, 2024, respectively

Treasury stock, 711,231 shares, at cost, as of September 30, 2025 and December 31, 2024, respectively

40,479,278 and 39,900,908 outstanding at March 31, 2026 and December 31, 2025, respectively

Treasury stock, 711,231 shares, at cost, as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

8 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Contract revenues

1 unchanged sentence

Selling, general and administrative expenses

Amortization of intangible assets

Gain on disposal of assets, net

Operating income

Operating (loss) income

Other (expense) income:

1 unchanged sentence

Other expense, net

Income (loss) before income taxes

Income tax expense

Loss before income taxes

Income tax (benefit) expense

Net income (loss)

5 unchanged sentences

and Subsidiaries

Condensed Consolidated Statements of Comprehensive Loss

(In Thousands)

Three months ended March 31,

Net income (loss)

Change in fair value of cash flow hedge, net of tax expense of $ 5 for the quarter ended March 31, 2026

Total comprehensive income (loss)

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

Orion Group Holdings, Inc.

and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(In Thousands, Except Share and Per Share Information) (Unaudited)

Accumulated Other

Comprehensive

Balance, January 1, 2026

Share-based compensation

Exercise of stock options

Issuance of restricted stock

Employee share purchase plan issuance

Forfeiture of restricted stock

Balance, March 31, 2025

Share-based compensation

Exercise of stock options

Issuance of restricted stock

Employee share purchase plan issuance

Forfeiture of restricted stock

Balance, June 30, 2025

Share-based compensation

Exercise of stock options

Issuance of shares related to acquisition

Issuance of restricted stock

1 unchanged sentence

Forfeiture of restricted stock

Cash flow hedge

Payments related to tax withholding for share-based compensation

Balance, September 30, 2025

Balance, March 31, 2026

Accumulated Other

Comprehensive

Balance, January 1, 2025

2 unchanged sentences

Issuance of restricted stock

Employee share purchase plan issuance

Forfeiture of restricted stock

Balance, March 31, 2025

Share-based compensation

Exercise of stock options

Issuance of restricted stock

Forfeiture of restricted stock

Payments related to tax withholding for share-based compensation

Balance, June 30, 2024

Stock-based compensation

Issuance of restricted stock

Forfeiture of restricted stock

Payments related to tax withholding for share-based compensation

Issuance of common stock

Balance, September 30, 2024

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

3 unchanged sentences

(in Thousands)

Nine Months Ended September 30,

Three Months Ended

Cash flows from operating activities:

Net income (loss)

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

Operating activities:

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

Depreciation and amortization

Amortization of ROU operating leases

Amortization of right-of use ("ROU") operating leases

Amortization of ROU finance leases

18 unchanged sentences

Purchase of property and equipment

Business acquisition, net cash acquired

Net cash used in investing activities

Cash flows from financing activities:

Borrowings on Credit Facility

Payments on Credit Facility

Payments made on term loan

Proceeds from failed sales-leasebacks

Payments on failed sale-leasebacks

Loan costs from Credit Agreement and prior credit facility

Borrowings on credit facilities

Payments on credit facilities

Proceeds from term loan

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

Proceeds from issuance of common stock under ESPP

Payments related to tax withholding for share-based compensation

Exercise of stock options

Net cash used in financing activities

Employee stock plans, net activity

Net cash provided by (used in) financing activities

Net change in cash, cash equivalents and restricted cash

1 unchanged sentence

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

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

6 unchanged sentences

Orion Group Holdings, Inc.

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.

and its subsidiaries (hereafter collectively referred to as the “Company” or “Orion”), 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.

3 unchanged sentences

GAAP”) and should be read together with our 2025 Annual Report on Form 10-K.

For the periods presented, there were no items of other comprehensive income.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented.

Such adjustments are of a normal recurring nature.

Interim results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results realizable for the year ending December 31, 2025.

Interim results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results realizable for the year ending December 31, 2026.

Recent Accounting Pronouncements

2 unchanged sentences

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

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

The amendments require disclosure of specific categories in the rate reconciliation and provides additional information for reconciling items that meet a quantitative threshold and further disaggregation of income taxes paid for individually significant jurisdictions.

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

Adoption of this standard will not impact our financial position or results of operations but is expected to result in expanded tax disclosures in the full year financial statements for the year ended December 31, 2025.

In November 2024, the FASB issued ASU No.

1 unchanged sentence

Expense Disaggregation Disclosures .

The amendments require entities to provide enhanced disaggregation of certain expense categories presented in the income statement, including details on significant components within those categories, to provide greater transparency and decision-useful information to users

of financial statements.

The ASU is effective for fiscal years beginning after December 15, 2026, with early adoption permitted.

4 unchanged sentences

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.

The ASU is effective for fiscal years beginning after December 15,

2025, including interim periods within those fiscal years, with early adoption permitted.

Adoption did not have a material impact on the Company’s financial position or results of operations.

Acquisition Overview

On February 3, 2026 (the “Acquisition Date”), the Company completed the acquisition of all of the outstanding capital stock of J.E.

McAmis, Inc., a California corporation, and all of the membership interests in JEM Marine Leasing, LLC, a Washington limited liability company (collectively, “JEM”), pursuant to a Securities Purchase Agreement (the “Purchase Agreement”).

specializes in dredging, jetty and breakwater construction, environmental restoration and rehabilitation, and dam and spillway work and has historically operated primarily in Washington and Oregon, with additional projects in Canada, Florida, Alaska, and Hawaii.

JEM Marine Leasing, LLC provides marine equipment leasing services to the operating business.

The acquisition expands the Company's marine platform, enhances its presence in West Coast and Pacific markets, and adds specialized dredging and marine construction capabilities.

The Company has included the results of JEM in its condensed consolidated financial statements from the Acquisition Date.

Consideration Transferred

The preliminary purchase consideration consisted of (i) $ 46.0 million in cash, subject to customary post-closing adjustments under the Purchase Agreement, (ii) an unsecured 6 %, five-year subordinated seller promissory note with a principal amount of $ 12.0 million, (iii) 182,392 shares of the Company’s common stock, and (iv) contingent post-closing cash payments dependent upon project profit realized from contracts of JEM under backlog identified in the Purchase Agreement.

The following table shows the preliminary purchase consideration transferred:

Cash consideration

Fair value of contingent consideration

Fair value of common stock

Fair value of promissory note

Total consideration transferred

The fair value of the common stock was measured based on the closing market price of the Company's common stock on February 3, 2026, the Acquisition Date.

The fair value of the seller promissory note was estimated using a discounted cash flow model based on the contractual payment terms and an estimated market rate of interest for similar debt instruments.

The contingent consideration was estimated using a combination of valuation techniques, including a Black-Scholes option pricing model for one tranche and a discounted cash flow model for the other tranche.

Unobservable inputs included projected completion and payment dates, expected project profitability, volatility, discount rates, and risk-adjusted performance scenarios.

Because the valuation relies on unobservable inputs, the contingent consideration liability is classified within Level 3 of the fair value hierarchy.

During the measurement period, adjustments to preliminary fair value estimates may be recorded as measurement period adjustments when based on facts and circumstances that existed as of the Acquisition Date.

Thereafter, changes

in the fair value of contingent consideration will be recognized in earnings in the period of change.

As of March 31, 2026, the valuation of the contingent consideration as well as the promissory note is preliminary.

Preliminary Allocation of Purchase Price

The acquisition has been accounted for as a business combination in accordance with ASC 805, Business Combinations.

The preliminary purchase price allocation reflects management's current estimates of the fair values of the assets acquired and liabilities assumed as of the Acquisition Date.

The following table summarizes the preliminary allocation of the purchase price:

Assets acquired and liabilities assumed

Cash and cash equivalents

Accounts receivable

Contract assets

Intangible assets

Property and equipment

Accounts payable and accrued liabilities

Contract liabilities

Deferred tax liability

Net assets acquired

The excess of the purchase consideration over the preliminary fair value of the net identifiable assets acquired and liabilities assumed was recorded as goodwill in the marine segment.

Goodwill primarily reflects the value of the assembled workforce, expected synergies, expanded market opportunities, and future growth opportunities resulting from the acquisition.

The goodwill is not deductible for U.S.

federal income tax purposes.

Property and Equipment

Property and equipment acquired primarily consisted of marine construction equipment, vessels, vehicles and related operating assets.

The preliminary fair value of the acquired property and equipment was estimated using a combination of the cost and market approaches, as applicable.

Under the cost approach, fair value was based on current replacement cost, adjusted for physical deterioration and functional and economic obsolescence.

Under the market approach, fair value was based on available market data for comparable assets, adjusted for differences in age, condition, capacity, utilization and other asset-specific factors.

The acquired property and equipment will be depreciated over its estimated remaining useful lives, which range from approximately one to ten years.

Identifiable Intangible Assets

The following table presents the preliminary fair values and weighted-average useful lives of these assets:

Intangible Asset

Useful life in years

Estimated fair value

Customer relationships

Backlog contracts

The fair values of the identifiable intangible assets were estimated using income‑based approaches (e.g., multi‑period excess earnings method for customer relationships and backlog contracts and relief‑from‑royalty for tradenames).

Inputs include forecasted revenues, attrition rates, royalty rates, contributory asset charges, and discount rates commensurate with the risks of the underlying cash flows.

These measurements are categorized as Level 3 in the fair value hierarchy due to the use of unobservable inputs.

Measurement Period and Status of Estimates

The purchase price allocation is preliminary and subject to change within the measurement period (not to exceed one year from the Acquisition Date) as the Company obtains additional information regarding the facts and circumstances that existed as of the Acquisition Date.

As of March 31, 2026, the Company’s valuation of property and equipment, intangible assets, working capital, and income taxes remains preliminary and subject to adjustment during the measurement period.

Acquisition-Related Costs

Acquisition-related costs, consisting primarily of legal, accounting, valuation, and other professional fees, were approximately $ 1.6 million for the three months ended March 31, 2026 and were recorded in selling, general and administrative expenses.

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.

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30,

Marine Segment

5 unchanged sentences

Total contract revenues

The Company has determined that it has two reportable segments as described in Note 15, but has disaggregated its contract revenues in the above chart in terms of services provided within such segments.

The Company has determined that it has two reportable operating segments as described in Note 16, 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 three and nine months ended September 30, 2025 and 2024, respectively:

Additionally, the table below represents contract revenue by type of customer for the three months ended March 31, 2026 and 2025, respectively:

Three Months Ended

Nine Months Ended

September 30,

Federal Government (1)

3 unchanged sentences

Total contract revenues

(1) Sales to federal, state and local governments include sales from contracts for which the Company is the prime contractor, as well as those for which the Company is a subcontractor and the ultimate customer is the federal, state and local governments.

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.

1 unchanged sentence

The Company’s portion of work as a dedicated subcontractor totals $ 467.8 million.

For the three months ended September 30, 2025 and 2024, the United States Navy, included in the Federal Government category, accounted for 15 % and 25 % of total contract revenues, respectively.

For the three months ended September 30, 2024, a customer in the Private Companies category accounted for 10% of total contract revenues.

For the nine months ended September 30, 2025 and 2024, the United States Navy, included in the Federal Government category, accounted for 16 % and 26 % of total contract revenues, respectively.

For the three months ended September 30, 2025 and 2024, the Company’s revenue related to the joint venture subcontract was approximately $ 33.7 million and $ 57.2 million, respectively.

For the nine months ended September 30, 2025 and 2024, the Company’s revenue related to the joint venture subcontract was approximately $ 100.4 million and $ 150.7 million, respectively.

For the three months ended March 31, 2026 and 2025, the Company’s revenue related to the joint venture subcontract was approximately $ 14.3 million and $ 33.3 million, respectively.

For the three months ended March 31, 2026, no single customer exceeded 10% of total contract revenues.

For the three months ended March 31, 2025, the United States Navy, included in the Federal Government category, accounted for 18 % of total contract revenues.

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 4 % and 10 % of total revenues for the three months ended September 30, 2025 and 2024, respectively, and 5 % and 8 % for the nine months ended September 30, 2025 and 2024, respectively, and were primarily located in the Caribbean Basin.

Contract revenues generated outside the United States totaled 2 % and 6 % of total revenues for the three months ended March 31, 2026 and 2025, respectively, and were primarily from the Caribbean Basin.

Concentration of Risk and Enterprise-Wide Disclosures

1 unchanged sentence

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

The table below presents the concentrations of current receivables (trade and retainage) at September 30, 2025 and December 31, 2024, respectively:

September 30, 2025

The table below presents the concentrations of current receivables (trade and retainage) at March 31, 2026 and December 31, 2025, respectively:

March 31, 2026

December 31, 2025

6 unchanged sentences

Net receivables

At September 30, 2025, the United States Navy, which is included in the Federal Government category, accounted for 25 % of total current receivables.

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

(1) Receivables from federal, state and local governments include sales from contracts for which the Company is the prime contractor, as well as those for which the Company is a subcontractor and the ultimate customer is the federal, state and local governments.

At March 31, 2026, no single customer exceeded 10% of total current receivables.

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

Contracts in Progress

Contracts in progress are as follows at September 30, 2025 and December 31, 2024:

September 30,

Contracts in progress were as follows at March 31, 2026 and December 31, 2025:

Costs incurred on uncompleted contracts

9 unchanged sentences

Net contracts in progress

Included in contract net assets (liabilities) is approximately $ 5.2 million and $ 19.8 million at September 30, 2025 and December 31, 2024, respectively, related to claims and unapproved change orders.

Included in contract assets (liabilities) is approximately $ 9.2 million and $ 7.1 million at March 31, 2026 and December 31, 2025, 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.

As of September 30, 2025, the aggregate amount of the remaining performance obligations was approximately $ 679 million.

Of this amount, the current expectation of

the Company is that it will recognize $ 547 million, or 81 %, in the next 12 months and the remaining balance thereafter.

As of March 31, 2026, the aggregate amount of the remaining performance obligations was approximately $ 668 million.

Of this amount, the current expectation of the Company is that it will recognize $ 512 million, or 77 %, in the next 12 months and the remaining balance thereafter.

Property and Equipment

The following is a summary of property and equipment at September 30, 2025 and December 31, 2024:

September 30,

The following is a summary of property and equipment at March 31, 2026 and December 31, 2025:

Construction equipment

1 unchanged sentence

Building and improvements

Automobiles and trucks

Office equipment

Automobiles and trucks

Gross book value of depreciable assets

3 unchanged sentences

Property and equipment, net of depreciation

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

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

Substantially all of the assets of the Company are pledged as collateral under the Company’s UMB Credit Agreement as discussed in Note 10.

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

8 unchanged sentences

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.

Our concrete segment has life insurance policies with a combined face value of $ 11.1 million as of September 30, 2025.

The Company’s derivative, which is comprised of an interest rate swap, is valued using a discounted cash flow analysis that incorporates observable market parameters, such as interest rate yield curves and credit risk adjustments, that are necessary to reflect the probability of default by us or the counterparty.

This derivative is classified as a Level 2 measurement within the fair value hierarchy.

At March 31, 2026, the fair value of the swap liability was less than $ 0.1 million.

See Note 10 for additional information on the Company’s derivative instrument.

Our concrete segment has life insurance policies with a combined face value of $ 11.1 million as of March 31, 2026.

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 September 30, 2025 and December 31, 2024 was $ 1.3 million and $ 1.2 million, respectively.

The fair value of the cash surrender value of these policies at both March 31, 2026 and December 31, 2025 was $ 1.3 million.

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

Other Fair Value Measurements

The fair value of the Company’s debt at September 30, 2025 and December 31, 2024 approximated its carrying value of $ 26.5 million and $ 26.8 million, respectively, as interest is based on current market interest rates for debt with similar risk and maturity.

The fair value of the Company’s debt under its UMB Credit Facility at March 31, 2026 and December 31, 2025 approximated its carrying value of $ 53.0 million and zero , respectively, as interest is based on current market interest rates for debt with similar risk and maturity.

Accrued Liabilities

Accrued liabilities at September 30, 2025 and December 31, 2024 consisted of the following:

September 30, 2025

Accrued liabilities at March 31, 2026 and December 31, 2025 consisted of the following:

March 31, 2026

December 31, 2025

1 unchanged sentence

Accrued liabilities expected to be covered by insurance

Property taxes

Sale-leaseback arrangement

Property taxes

Other accrued expenses

Total accrued liabilities

On May 15, 2023, the Company entered into a Credit Agreement (the “Credit Agreement”) with White Oak ABL, LLC and White Oak Commercial Finance, LLC, providing for a $ 65 million asset-based revolving credit facility (the “Revolver”) and a $ 38 million fixed asset term loan (the “Term Loan”).

The Credit Agreement, as subsequently amended, matures on May 15, 2028 and is secured by substantially all of the assets of the Company and its subsidiaries, including fixed assets and accounts receivable.

The Company has a maximum borrowing capacity under the Revolver of $ 65 million and a letter of credit sublimit that is equal to the lesser of $ 5 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.

As of September 30, 2025, the Company had no borrowings under the Revolver.

The Company’s borrowing availability under the Revolver at September 30, 2025 was approximately $ 41.2 million.

On December 23, 2025, the Company entered into a $ 120 million Credit Agreement (as amended, 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 million revolving loan (the “UMB Revolver”), a $ 20 million equipment term loan and a $ 40 million acquisition term loan.

In addition, the UMB Credit Agreement provides for a $ 25 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 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 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.

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

September 30, 2025

March 31, 2026

December 31, 2025

1 unchanged sentence

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.

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

As amended, the Revolver and Term Loan bear interest at rates based on 30-day SOFR plus applicable margins, subject to a SOFR floor.

As of September 30, 2025, the applicable margin is 4.50 % for the Revolver and 6.50 % for the Term Loan, with a 4.39 % SOFR floor .

The quarterly weighted average interest rate for the Credit Agreement, as of September 30, 2025 and 2024 was 10.53 % and 11.87 %, respectively.

The Credit Agreement contains customary affirmative and negative covenants, including limitations on indebtedness, liens, investments, asset sales, and dividends, as well as financial maintenance covenants.

The financial covenants, as amended, include a minimum Consolidated Fixed Charge Coverage Ratio and/or Consolidated EBITDA thresholds and a minimum liquidity requirement, each tested periodically.

Financial covenants

Restrictive financial covenants under the amended Credit Agreement include:

● A Consolidated Fixed Charge Coverage Ratio not to be less than 1 :00 to 1:00 for each trailing four quarter period.

● A Revolver Loan Turnover Ratio not to be less than 2.5 to 1.0 for each fiscal quarter.

● A Term Loan Loan-to-Value Ratio not to be greater than 60 % for each fiscal quarter.

Under the Credit Agreement, the Company may not permit Liquidity (as defined in the Credit Agreement) to fall below $ 15 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 debt 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.

There were no borrowings under the equipment term loan.

The Company’s borrowing availability under the UMB Revolver at March 31, 2026 was approximately $ 45.6 million.

Borrowings under the UMB Credit Agreement must be of the same type and may bear interest at either an alternate base rate (“ABR”) or a Secured Overnight Financing Rate (“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 quarterly weighted average interest rate for the UMB Credit Agreement as of March 31, 2026 was 6.47 %.

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;

2 unchanged sentences

and events constituting a change of control.

The Company was in compliance with all financial covenants under the Credit Agreement as of September 30, 2025.

The Company was in compliance with all covenants under its credit agreements as of March 31, 2026 and December 31, 2025.

The Company had $ 8.7 million and $ 4.4 million in construction financing obligations as of March 31, 2026 and December 31, 2025, respectively, 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 March 31, 2026 and December 31, 2025, the carrying value of this debt was zero and $ 1.0 million, respectively.

The agreements are secured by the financed equipment assets and the debt is included as a component of current debt and long-term debt on the Condensed Consolidated Balance Sheets.

On June 23, 2023, the Company closed on a land-sale leaseback contract for the Company’s Port Lavaca South Yard property located in Port Lavaca, Texas for a purchase price of $ 12 million.

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

As of both March 31, 2026 and December 31, 2025 the carrying value of this debt was $ 2.5 million.

In connection with the acquisition of JEM on February 3, 2026, the Company issued an unsecured subordinated seller promissory note with an original principal amount of $ 12 million.

The note bears interest at 6.0 % per annum and is payable in five equal annual installments of principal and interest on each anniversary of the closing of the Purchase Agreement.

At March 31, 2026, the carrying amount of the seller promissory note was the fair value of $ 9.4 million, with $ 2.8 million included in current maturities of long-term debt.

Derivative Financial Instrument

On March 10, 2026, the Company entered into an interest rate swap with UMB Bank, N.A., to hedge changes in interest payments on a portion of its variable-rate borrowings.

The swap became effective on March 1, 2026.

It had an initial notional amount of $ 20 million and amortizes to $ 17 million beginning March 1, 2027, $ 14 million beginning March 1, 2028, and $ 7 million beginning March 1, 2029.

The current swap terminates on March 1, 2030.

Under the swap, the Company pays a fixed rate of 3.58 % and receives one-month CME Term SOFR.

At inception, the Company designated the swap as a cash flow hedge.

As a result, the effective portion of changes in the fair value of the swap is recorded in accumulated other comprehensive income (loss) and later reclassified into interest expense in the periods when the hedged forecasted interest payments affect earnings.

Any hedge ineffectiveness is recognized in current-period earnings.

At each reporting date, the Company

presents the fair value of the swap as a derivative asset or derivative liability in the appropriate balance sheet caption and discloses the related amount recorded in accumulated other comprehensive income (loss).

See Note 8 for more information about the valuation of the Company’s derivative instrument.

Other Long-Term Liabilities

Other long-term liabilities at September 30, 2025 and December 31, 2024 consisted of the following:

September 30, 2025

Other long-term liabilities at March 31, 2026 and December 31, 2025 consisted of the following:

March 31, 2026

December 31, 2025

Sale-leaseback arrangement

Fair value of contingent consideration

Deferred compensation

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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 .

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 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.

This transaction was recorded as a deemed financing obligation.

Concurrent with the sale of the 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 options to extend the term of the lease by five years for each such option.

The portion of this transaction related to the building was recorded as a deemed financing obligation.

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

2 unchanged sentences

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.

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.

This transaction was recorded as a deemed financing obligation.

Related to the deemed financing obligation, 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 Company’s effective tax rate is based on expected income, statutory rates and tax planning opportunities available to it.

For interim financial reporting, the Company estimates its annual tax rate based on projected taxable income for the full year and records a quarterly tax provision in accordance with the anticipated annual rate.

Income tax expense included in the Company’s accompanying Condensed Consolidated Statements of Operations was as follows:

Income tax (benefit) expense included in the Company’s accompanying Condensed Consolidated Statements of Operations was as follows:

Three Months Ended

Nine Months Ended

September 30,

Income tax expense

Income tax (benefit) expense

Effective tax rate

The effective rate for the three and nine months ended September 30, 2025 differed from the Company’s 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 effective rate for the three months ended March 31, 2026 differed from the Company’s statutory federal rate of 21 % primarily due to permanent differences and a decrease in valuation allowance in the period.

The decrease in the valuation allowance is attributable to the recognition of the deferred tax liabilities arising from the fair value adjustments recorded as part of the JEM acquisition.

These deferred tax liabilities represent a source of future taxable income that supports the realizability of the Company's deferred tax assets.

The Company assessed the realizability of its deferred tax assets and determined that it was more likely than not that some portion or all the deferred tax assets would not be realized and therefore recorded a valuation allowance on the net deferred tax assets.

1 unchanged sentence

The Company considers the scheduled reversal of deferred tax liabilities, available carryback periods, and tax-planning strategies in making this assessment.

For the three and nine months ended September 30, 2025 the Company evaluated positive and negative evidence in determining the amount of deferred tax assets more likely than not to be realized.

Based on the review of available evidence, management believes that a valuation allowance on the net deferred tax assets at September 30, 2025 remains appropriate.

The company completed its analysis of the One Big Beautiful Bill Act (“OBBBA”) enacted on July 4th and determined there are no material impacts to the Company.

For the three months ended March 31, 2026, the Company evaluated positive and negative evidence in determining the amount of deferred tax assets more likely than not to be realized.

Based on the review of available evidence, management believes that a valuation allowance on the net deferred tax assets at March 31, 2026 remains appropriate.

Earnings Per Share

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30,

Total basic weighted average shares outstanding

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Total diluted weighted average shares outstanding

For the three months ended September 30, 2025 and 2024, the Company had 45,325 and 187,235 shares, respectively, that were potentially dilutive in earnings per share calculations.

For the nine months ended September 30, 2025 and 2024, the Company had 49,819 and 196,744 shares, respectively, that were potentially dilutive in earnings per share calculations.

For the three months ended March 31, 2026 and 2025, the Company had 45,325 and 55,302 shares, respectively, that were potentially dilutive in earnings per share calculations.

Such dilution is dependent on the excess of the market price of the Company’s common 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 three and nine

months ended September 30, 2025 and 2024.

Such stock options are anti-dilutive and are not included in the computation of diluted earnings per share for those periods.

The Company reported a net loss for the nine months ended September 30, 2024;

The Company reported a net loss for the three months ended March 31, 2025;

therefore, all potentially dilutive securities are antidilutive and are excluded from the computation of diluted loss per share for that period.

1 unchanged sentence

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

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.

In general, the Company’s Long-Term Incentive Plan (“ LTIP”) provides for grants of restricted shares and performance-based stock units 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.

1 unchanged sentence

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.

During the three and nine months ended September 30, 2025, there were 82,873 and 154,006 shares, respectively, issued under the ESPP.

During the three months ended March 31, 2026 and 2025, there were 65,783 and 71,133 shares, respectively, issued under the ESPP.

The table below presents the share-based compensation expense included in the Company’s accompanying Condensed Consolidated Statements of Operations:

Three Months Ended

Nine Months Ended

September 30,

Restricted stock awards

Performance stock units

Restricted share awards

Performance stock unit awards

Employee share purchase plan

1 unchanged sentence

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

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

Restricted Shares

Performance Stock Unit Awards

Nonvested at December 31, 2025

1 unchanged sentence

Nonvested at March 31, 2026

Forfeited shares

Nonvested at June 30, 2025

Forfeited shares

Nonvested at September 30, 2025

(1) A maximum of 1.0 million common shares could be awarded based upon the Company’s achievement of set performance-metrics.

On March 20, 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.

On March 3, 2026, the Company granted certain executives a total of 118,262 performance stock units.

The performance stock units will potentially vest 100 % if the target is met, with 50 % of the units to be earned based on the achievement of adjusted EBITDA targets, 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.

The Company evaluates the probability of achieving targeted award levels each reporting 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 valued using a Monte Carlo simulation model.

The following table presents the assumptions related to the performance share units granted in 2025 related to the relative total shareholder return, as indicated in the previous summary table:

Grant-date fair value

The fair value of the units awarded related to the adjusted EBITDA targets was $ 13.41 per share and the fair value of the units awarded related to the relative total shareholder return target was $ 20.36 per share valued using a Monte Carlo simulation model.

The following table presents the assumptions related to the performance stock units granted in 2026 related to the relative total shareholder return, as indicated in the previous summary table:

Grant-date stock price

Risk-free interest rate

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Contractual term (years)

In the nine months ended September 30, 2025, there were 15,000 options exercised generating proceeds to the Company of $ 0.1 million.

In the three months ended September 30, 2024, there were no options exercised.

In the nine months ended September 30, 2024, there were 56,568 options exercised generating proceeds to the Company of $ 0.4 million.

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 September 30, 2025:

Restricted stock awards

Performance stock units

The following table presents a summary of the unrecognized compensation cost, and the related weighted average recognition period associated with unvested restricted shares and performance stock units as of March 31, 2026:

Restricted Shares

Performance Stock Unit Awards

Unrecognized compensation cost

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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.

Management believes that it has recorded adequate reserves 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.

1 unchanged sentence

Segment Information

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.

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

marine and concrete, both operating under the Company brand and logo, and one non-operating segment, general corporate.

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

6 unchanged sentences

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

1 unchanged sentence

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.

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.

1 unchanged sentence

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.

General Corporate

General Corporate includes unallocated general and administrative expenses and other corporate activities that support the Company’s overall operations, including executive management, finance, legal, human resources, information technology, treasury, and other shared services, as well as eliminations and other items not directly attributable to the marine or concrete segments.

Segment information for the periods presented is provided as follows:

Three Months Ended

Nine Months Ended

September 30,

For the Three Months Ended March 31, 2026

General Corporate

Contract revenues

1 unchanged sentence

Selling, general and administrative expenses

Gain on disposal of assets, net

Amortization of intangible assets

Loss (gain) on disposal of assets, net

Operating income (loss)

Other income (expense):

Interest expense

Loss before income taxes

Income tax benefit

General Corporate

Property and equipment, net

1 unchanged sentence

Capital expenditures

For the Three Months Ended March 31, 2025

General Corporate

Contract revenues

2 unchanged sentences

Gain on disposal of assets, net

Operating (loss) income

Operating income (loss)

Other income (expense):

Interest expense

Income before income taxes

Income tax expense

General Corporate

Property and equipment, net

1 unchanged sentence

Capital expenditures

Intersegment revenues totaled $ 1.2 million and $ 0.1 million for the three months ended September 30, 2025 and 2024, respectively, and $ 2.8 million and $ 1.8 million for the nine months ended September 30, 2025.

Intersegment revenues totaled $ 4.7 million and $ 1.0 million for the three months ended March 31, 2026 and 2025, 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.

Leases recorded on the balance sheet consists of the following:

September 30,

Leases recorded on the balance sheet consist of the following:

Operating lease right-of-use assets, net (1)

3 unchanged sentences

Total liabilities

(1) Operating lease right-of-use assets are recorded net of accumulated amortization of $ 32.2 million and $ 25.6 million as of September 30, 2025 and December 31, 2024, respectively.

(2) Financing lease right-of-use assets are recorded net of accumulated amortization of $ 23.1 million and $ 17.0 million as of September 30, 2025 and December 31, 2024, respectively.

(1) Operating lease right-of-use assets are recorded net of accumulated amortization of $ 35.2 million and $ 33.8 million as of March 31, 2026 and December 31, 2025, respectively.

(2) Financing lease right-of-use assets are recorded net of accumulated amortization of $ 26.8 million and $ 24.8 million as of March 31, 2026 and December 31, 2025, respectively.

Other information related to lease term and discount rate is as follows:

September 30,

Weighted Average Remaining Lease Term (in years)

4 unchanged sentences

Financing leases

The components of lease expense are as follows:

The components of lease expense were as follows:

Three Months Ended

Nine months ended

September 30,

Operating lease costs:

7 unchanged sentences

Supplemental cash flow information related to leases is as follows:

Nine Months Ended

September 30,

Three Months Ended

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

9 unchanged sentences

Year ending December 31,

2025 (excluding the nine months ended September 30, 2025)

2026 (excluding the three months ended March 31, 2026)

Total future minimum lease payments

3 unchanged sentences

Long-term lease obligations

Subsequent Event

On October 24, 2025, the Company closed on the sale of its East and West Jones property in Harris County, Texas for a purchase price of $ 23.5 million.

Proceeds will be used to reduce debt and for general corporate purposes.

In connection with the sale of the property, the Company entered into an Exclusive Dredge Spoils Agreement with the purchaser which provides the Company with the right to deliver dredge spoils to the property for ten years.

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-Q

Item 1. Financial Statements