ORION GROUP HOLDINGS, INC.

ORION GROUP HOLDINGS, INC._ March 16, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 16, 2026

ORION GROUP HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)


Delaware	1-33891	26-0097459
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2940 Riverby Road, Suite 400

Houston, Texas 77020

(Address of principal executive offices)

(713) 852-6500

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)


Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common stock, $0.01 par value per share		ORN		The New York Stock Exchange
Common stock, $0.01 par value per share		ORN		NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 16, 2026, each of Thomas N. Amonett and Peggy M. Foran informed the Board of Directors (the “Board”) of Orion Group Holdings, Inc. (“Orion”) that they would retire from the Board and all committee positions effective upon the closing of Orion’s 2026 Annual Meeting of Stockholders scheduled to be held on May 19, 2026. Mr. Amonett’s and Ms. Foran’s retirements do not arise from any disagreement with Orion on any matters relating to Orion’s operations, policies or practices.

Item 7.01

Regulation FD Disclosure.

On March 17, 2026, Orion issued a press release regarding Mr. Amonett’s and Ms. Foran’s retirements. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Report under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.	Description

99.1		Press Release, dated March 17, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 hereunto duly authorized.


	Orion Group Holdings, Inc.
Dated: March 17, 2026	By:	/s/ Travis J. Boone
		President and Chief Executive Officer

Exhibit 99.1

Orion Group Holdings, Inc. Announces Retirement of Two Board Members and Decrease in Board Size

HOUSTON—March 17, 2026--Orion Group Holdings, Inc. (NYSE: ORN) (the "Company") a leading specialty construction company, today announced that Thomas (“Tom”) N. Amonett, who has served as an independent member of the Company’s Board of Directors (the “Board”) and Audit Committee since 2007 and Chairman of the Nominating & Governance Committee from 2007 to 2025, informed the Company that he has chosen not to stand for re-election and instead retire from the Board effective at the Company’s upcoming Annual General Meeting of Stockholders on May 19, 2026.

The Company also announced that Margaret (“Peggy”) M. Foran, who has served as an independent member of the Board since 2019, Chairman of the Compensation Committee from 2019 to 2025 and Chairman of the Nominating & Governance Committee since 2025 (and a member of the Nominating & Governance Committee since 2019), informed the Company that she has chosen not to stand for re-election and instead retire from the Board effective at the Company’s upcoming Annual General Meeting of Stockholders on May 19, 2026.

Effective upon Mr. Amonett’s and Ms. Foran’s retirements, the Board has determined to reduce its size from eight directors to six directors.

Austin Shanfelter, the Company’s Chairman of the Board, commented, “We want to thank Tom and Peggy for their years of service to the Company and their many valuable contributions, including their leadership of the Nominating and Governance Committee. Tom has been a steady hand on the Board over the years, and we will miss his strategic mind and sound advice. Meanwhile, Peggy has served as our governance expert and we will miss her legal acumen and public company insights. We wish them all the best in their future endeavors.”

Mr. Amonett stated, “It has been my distinct honor to serve on this Board for 19 years and as Chairman of the Nominating and Governance Committee for almost that whole time. I am proud of the tremendous transformation the Company has achieved over this time, and I leave with great confidence in Orion’s future and the strength of its Board.”

Ms. Foran stated, “I have thoroughly enjoyed my time on the Board over the past six years. The management team and the Board are strong and the Company is well positioned to capture the growth opportunities ahead. I wish the management team and my fellow Board members all the best.”

About Orion Group Holdings

Orion Group Holdings, Inc., a leading specialty construction company serving the infrastructure, industrial and building sectors, provides services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through its marine segment and its concrete segment. The Company’s marine segment provides construction and dredging services relating to marine transportation facility construction, marine pipeline construction, marine environmental structures, dredging of waterways, channels and ports, environmental dredging, design and specialty services. Its concrete segment provides turnkey concrete construction services including place and finish, site prep, layout, forming, and rebar placement for large commercial, structural and other associated business areas. The Company is

headquartered in Houston, Texas. The Company’s website is located

at: https://www.oriongroupholdingsinc.com.

Contact: Margaret Boyce 346-278-3762

[email protected]