Orion Group Holdings Inc 10-Q

ITEM 5 . OTHER INFORMATION During the second quarter of 2026, no director or officer of the Company 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. ITEM 6. EXHIBITS Exhibit Number ​ ​ ​ Description 2.1# ​ ​ ​ 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. 001 33891)). 37 ​ Table of Contents Exhibit Number ​ ​ ​ Description 3.1 ​ Amended and Restated Certificate of Incorporation of Orion Group Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 5, 2016 (File No. 001-33891)). 3.2 ​ Certificate of Amendment of Amended and Restated Certificate of Incorporation of Orion Group Holdings, Inc. (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 May 20, 2026 (File No. 001-33891)). 3.3 ​ Amended and Restated Bylaws of Orion Group Holdings, Inc. (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. 001-33891)). 10.1# ​ 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. 001 33891)). 10.2 † ​ ​ ​ Amendment No. 2 to Orion Group Holdings, Inc.’s 2022 Long-Term Incentive Plan (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 May 20, 2026 (File No. 001-33891)). * 31.1 ​ Certification of the Chief Executive Officer Pursuant to Rules 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * 31.2 ​ Certification of the Chief Financial Officer Pursuant to Rules 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ** 32.1 ​ Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Title 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 38 ​ Table of Contents Exhibit Number ​ ​ ​ Description *101.INS ​ XBRL Instance Document. *101.SCH ​ Inline XBRL Taxonomy Extension Schema Document. *101.CAL ​ Inline XBRL Extension Calculation Linkbase Document. *101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document. *101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document. *101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document. *104 ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith ** Furnished herewith # 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. † Compensatory plan or arrangement. ​ ​ ​ ​ 39 ​ Table of Contents SIGNATURES ​ Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ​ ​ ​ ​ ​ ​ ORION GROUP HOLDINGS, INC. ​ ​ ​ July 29, 2026 By: /s/ Travis J. Boone ​ ​ Travis J. Boone President and Chief Executive Officer ​ ​ ​ July 29, 2026 By: /s/ Alison G. Vasquez ​ ​ Alison G. Vasquez Executive Vice President and Chief Financial Officer ​ ​ ​ ​ ​ ​ ​ 40 ​