ORN · Orion Group Holdings Inc · Debt

The Purchase Agreement provides that Orion will acquire on the closing date all of the issued and outstanding shares and interests in the Acquired Companies for: (a) $50.0 million in cash (the “Cash Consideration”), as adjusted pursuant to the Purchase Agreement; a $12.0 million unsecured subordinated 5-year promissory note (the “Promissory Note”); and 182,392 shares of Orion’s common stock, $0.01 par value per share (the “Common Stock”), calculated as specified in the Purchase Agreement (the “Stock Consideration”), and (b) contingent post-closing cash payments dependent upon project profit realized from contracts of the Acquired Companies under backlog identified in the Purchase Agreement (the “Contingent Payments”).

Issuer evidence: On February 3, 2026, Orion Group Holdings, Inc. (“Orion”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) and completed an acquisition (the “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” and each an “Acquired Company”). The Acquired Companies are engaged in the business of providing jetty and breakwater construction, dredging, environmental restoration and rehabilitation, and dam and spillway construction.

Supporting evidence: 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 of the Purchase Agreement.

Supporting evidence: The Purchase Agreement provides that Orion will acquire on the closing date all of the issued and outstanding shares and interests in the Acquired Companies for: (a) $50.0 million in cash (the “Cash Consideration”), as adjusted pursuant to the Purchase Agreement; a $12.0 million unsecured subordinated 5-year promissory note (the “Promissory Note”); and 182,392 shares of Orion’s common stock, $0.01 par value per share (the “Common Stock”), calculated as specified in the Purchase Agreement (the “Stock Consideration”), and (b) contingent post-closing cash payments dependent upon project profit realized from contracts of the Acquired Companies under backlog identified in the Purchase Agreement (the “Contingent Payments”).

Supporting evidence: The Purchase Agreement provides that Orion will acquire on the closing date all of the issued and outstanding shares and interests in the Acquired Companies for: (a) $50.0 million in cash (the “Cash Consideration”), as adjusted pursuant to the Purchase Agreement; a $12.0 million unsecured subordinated 5-year promissory note (the “Promissory Note”); and 182,392 shares of Orion’s common stock, $0.01 par value per share (the “Common Stock”), calculated as specified in the Purchase Agreement (the “Stock Consideration”), and (b) contingent post-closing cash payments dependent upon project profit realized from contracts of the Acquired Companies under backlog identified in the Purchase Agreement (the “Contingent Payments”).