Orion Group Holdings Inc 8-K, filed Oct 28, 2026
Orion Group Holdings Inc (ORN)
About this 8-K
Orion Group Holdings Inc filed this 8-K on October 28, 2026, reporting on events of October 27, 2026.
Orion Group Holdings reported third-quarter revenue of $256.2 million, GAAP net income of $5.5 million and Adjusted EBITDA of $17.9 million; it reiterated 2026 revenue guidance of $900 million-$950 million and Adjusted EBITDA guidance of $50 million-$54 million. AI summary
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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:
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| | 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 2.02 Results of Operations and Financial Condition.
On October 27, 2026, Orion Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2026. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 2.02 to the Company’s Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as expressly set forth by specific reference in such filing.
Use of Non-GAAP Financial Information
To help understand the Company’s financial performance, the Company has supplemented its financial results that it provides in accordance with generally accepted accounting principles (“GAAP”) with non-GAAP financial measures. Such financial measures include Adjusted Net Income (Loss), Adjusted Earnings (Loss) Per Common Share, earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, and Adjusted EBITDA Margin.
We believe these non-GAAP financial measures are frequently used by investors, securities analysts and other parties in the evaluation of our performance and liquidity with that of other companies in our industry. Management uses these measures to evaluate our operating performance, liquidity and capital structure. In addition, our incentive compensation plan measures performance based on our consolidated EBITDA, along with other factors. The methods we use to produce these non-GAAP financial measures may differ from methods used by other companies. These measures should be considered in addition to, not as a substitute for, financial measures prepared in accordance with GAAP. Applicable reconciliations to the nearest GAAP financial measure of each non-GAAP financial measure are included in the attached Exhibit 99.1.
Item 7.01 Regulation FD Disclosure.
On October 28, 2026, the Company posted the third quarter 2026 investor presentation to its website. The presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. All information included in the presentation is presented as of the dates indicated, and the Company does not assume any obligation to correct or update such information in the future. In addition, the Company disclaims any inferences regarding the materiality of such information that may arise as a result of it furnishing such information under Item 7.01 of this Current Report on Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description |
| |
Press Release of Orion Group Holdings, Inc. dated October 27, 2026. | |
Investor Presentation, dated October 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: October 28, 2026 | By: | /s/ Travis J. Boone |
| | President and Chief Executive Officer |
Exhibit 99.1
ORION GROUP HOLDINGS REPORTS
THIRD QUARTER 2026 RESULTS
HOUSTON – October 27, 2026 – Orion Group Holdings, Inc. (NYSE: ORN; NYSE TX: ORN) (the “Company” or “Orion”), a leading specialty construction company, today reported its financial results for the third quarter ended September 30, 2026.
Highlights for the quarter ended September 30, 2026
“We delivered a strong third quarter, marked by double-digit revenue growth, expanding profitability and margins, and solid bookings and awards. These results reflect the health of our end markets and our commitment to delivering with predictable excellence,” said Travis Boone, President and Chief Executive Officer of Orion. “We expect this momentum to continue into the fourth quarter, and we are pleased to reiterate our 2026 annual guidance.”
“The Concrete segment delivered an outstanding quarter, highlighted by top- and bottom-line growth with excellent margin expansion benefitted by strong execution. Activity remains robust across mission-critical and large-scale infrastructure markets, supported by our geographic growth, broader site civil services, and a diverse mix of project awards.”
“In Marine, end markets remain strong, and we are actively engaging early on large, complex projects, sharpening our competitive positioning. Our recent selection on two additional U.S. Navy MACC contract vehicles broadens our access to significant federal opportunities. Continued investment in defense, port, and maritime infrastructure reinforces our confidence in Orion’s outlook and our ability to create long-term shareholder value,” concluded Boone.
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Third Quarter 2026 Results
| Quarter Ended | ||||
Amounts in millions, except per share information | September 30, | | September 30, | ||
| 2026 | | 2025 | ||
Revenue | $ | 256.2 | | $ | 225.1 |
GAAP Net Income | $ | 5.5 | | $ | 3.3 |
GAAP Earnings Per Share (“EPS”) | $ | 0.14 | | $ | 0.08 |
Adjusted EBITDA | $ | 17.9 | | $ | 13.1 |
Adjusted EPS | $ | 0.12 | | $ | 0.09 |
See definitions and reconciliation of non-GAAP measures elsewhere in this release.
Contract revenues of $256.2 million in the third quarter of 2026 increased $31.1 million, or 14%, from $225.1 million in the third quarter of last year. The increase was driven by double-digit growth in both operating segments reflecting highly active projects, disciplined execution, favorable operating conditions, and the acquisition of J.E. McAmis.
Gross profit was $33.1 million in the third quarter of 2026, an increase of $3.3 million, or 11%, from $29.8 million in the third quarter of 2025. The increase was primarily driven by higher revenue volume and increased profitability in our Concrete segment attributable to strong execution, partially offset by Marine close-out benefits in 2025 that did not recur in 2026.
Selling, general and administrative expenses were $24.7 million for the third quarter of 2026, down from $25.1 million in the third quarter of last year.
GAAP net income for the quarter ended September 30, 2026, was $5.5 million, or $0.14 per diluted share, compared to $3.3 million, or $0.08 per diluted share, in the third quarter of last year.
Adjusted EBITDA for the third quarter of 2026 increased 37% to $17.9 million, compared to $13.1 million in the third quarter of 2025.
Backlog
Amounts in millions | September 30, | | December 31, | ||
| 2026 | | 2025 | ||
Marine | $ | 506 | | $ | 480 |
Concrete | | 139 | | | 160 |
Total | $ | 645 | | $ | 640 |
Third quarter 2026 backlog included approximately $179 million in new awards. Third quarter Marine awards included a significant wharf repair for the U.S. Navy, the next phase of construction on the North Jetty project, and two projects in Hawaii. Recent Concrete awards included a large concrete paving package, new phases of data center campuses, a college research building, and a water treatment plant.
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The Company won positions on two new MACC contract vehicles. The first is on the $9 billion U.S. Navy VENTI MACC, the largest procurement action in Naval Facilities Engineering Systems Command (“NAVFAC”) Northwest's history that encompasses a broad range of major construction projects across the region. The second is on the $700 million NAVFAC Northwest Waterfront MACC that is focused on the construction, repair and modernization of piers, wharves and other critical waterfront infrastructure. These programs are strategically important because they limit the pool of qualified contractors competing for future potential task orders under large federal programs.
As of September 30, 2026, working capital was $81 million, including unrestricted cash and cash equivalents of $5.7 million. Total debt outstanding was $109 million, with $83 million of outstanding borrowings under the UMB Credit Facility.
FY 2026 Guidance
The following forward-looking guidance reflects the Company’s current expectations and beliefs as of October 27, 2026, and is subject to change. The following statements apply only as of the date of this press release and are expressly qualified in their entirety by the cautionary statements included elsewhere in this press release.
| Estimated Range for Full-Year Ended | |||||||
| December 31, 2026 | |||||||
Amounts in millions, except per share information and percentages | Low | | High | | Annual Growth | |||
| Estimate | | Estimate | | at Midpoint | |||
Revenue | $ | 900 | | $ | 950 | | 9 | % |
Adjusted EBITDA | $ | 50 | | $ | 54 | | 15 | % |
Adjusted EPS | $ | 0.23 | | $ | 0.30 | | 6 | % |
Capital Expenditures | $ | 25 | | $ | 35 | | — | |
Conference Call Details
Orion Group Holdings will host a conference call to discuss the third quarter 2026 financial results at 9:00 a.m. Eastern Time/8:00 a.m. Central Time on Wednesday, October 28, 2026. To participate, please call (844) 481-2994 and ask for the Orion Group Holdings conference call. A live audio webcast of the call will also be available on the Investor Relations section of Orion’s website at https://www.oriongroupholdingsinc.com/investor/ and will be archived for replay.
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.
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Backlog Definition
Backlog consists of projects under contract that have either (a) not been started, or (b) are in progress but are not yet complete. The Company cannot guarantee that the revenue implied by its backlog will be realized, or, if realized, will result in earnings or profitability. Backlog can fluctuate from period to period due to the timing and execution of contracts. The typical duration of the Company’s Concrete projects ranges from six to twelve months and Marine projects range from 18 to 24 months. The Company's backlog at any point in time includes both revenue it expects to realize during the next twelve-month period as well as revenue it expects to realize in future years.
Non-GAAP Financial Measures
This press release includes the financial measures “adjusted net income/loss,” “adjusted earnings/loss per share,” “EBITDA,” “Adjusted EBITDA,” and “Adjusted EBITDA margin.” These measurements are determined by methods other than in accordance with U.S. generally accepted accounting principles (“GAAP”) and are “non-GAAP financial measures” under rules of the U.S. Securities and Exchange Commission, including Regulation G. The non-GAAP financial information may be determined or calculated differently by other companies that use similarly titled measures. By reporting such non-GAAP financial information, the Company does not intend to give such information greater prominence than comparable GAAP financial information. Investors are urged to consider these non-GAAP measures in addition to and not in substitute for measures prepared in accordance with GAAP.
Adjusted net income/loss and adjusted earnings/loss per share should not be viewed as an equivalent financial measure to net income/loss or earnings/loss per share. Adjusted net income/loss and adjusted earnings/loss per share exclude certain items that management believes are one-time items whose timing or amount cannot be reasonably estimated, or items not indicative of core operating performance The Company believes these adjusted financial measures are a useful supplement to earnings/loss calculated in accordance with GAAP.
Orion defines EBITDA as net income/loss before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is calculated by adjusting EBITDA for certain items that management believes are one-time items or items whose timing or amount cannot be reasonably estimated, such as non-cash share-based compensation, enterprise resource planning implementation, severance, process improvement initiatives and acquisition and integration costs. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA for the period by contract revenues for the period. The GAAP financial measure that is most directly comparable to EBITDA and Adjusted EBITDA is net income, while the GAAP financial measure that is most directly comparable to Adjusted EBITDA margin is operating margin, which represents operating income divided by contract revenues. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are used internally to evaluate current operating expense, operating efficiency, and operating profitability on a variable cost basis, by excluding the depreciation and amortization expenses, primarily related to capital expenditures and acquisitions, and net interest and tax expenses. Additionally, EBITDA, Adjusted EBITDA and Adjusted EBITDA margin provide useful information regarding the Company's ability to meet future debt service and working capital requirements while providing an overall evaluation of the Company’s financial condition. In addition, EBITDA is used internally for incentive compensation purposes. The Company includes EBITDA, Adjusted EBITDA and Adjusted EBITDA margin to provide transparency to investors as they are commonly used by investors and others in assessing performance. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin have certain limitations as analytical tools and should not be used as a substitute for operating margin, net income, cash flows, or other data prepared in accordance with GAAP, or as a measure of the Company’s profitability or liquidity.
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Forward-Looking Statements
The matters discussed in this press release may constitute or include projections or other forward-looking statements within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, of which provisions the Company is availing itself. Certain forward-looking statements can be identified by the use of forward-looking terminology, such as “believes,” “expects,” “may,” “will,” “could,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates,” or the negative thereof or other comparable terminology, or by discussions of strategy, plans, objectives, intentions, estimates, forecasts, guidance, outlook, assumptions, or goals. In particular, statements regarding our pipeline of opportunities, achievement of strategic priorities, position for growth, financial guidance and future operations or results, including those set forth in this press release, and any other statement, express or implied, concerning financial guidance or future operating results or the future generation of or ability to generate revenues, income, net income, gross profit, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, or cash flow, including to service debt or maintain compliance with debt covenants, and including any estimates, guidance, forecasts or assumptions regarding future revenues or revenue growth, are forward-looking statements. Forward-looking statements also include project award announcements, estimated project start dates, ramp-up of contract activity and exercise of contract options, which may or may not be awarded in the future. Forward-looking statements involve risks, including those associated with the Company's fixed price contracts that impact profits, unforeseen productivity delays that may alter the final profitability of the contract, cancellation of the contract by the customer for unforeseen reasons, delays or decreases in funding by the customer, levels and predictability of government funding or other governmental budgetary constraints, and any potential contract options that may or may not be awarded in the future, and are at the sole discretion of award by the customer, integration risk, availability of liquidity, labor availability, labor-cost inflation, subcontractor performance, equipment availability, and supply-chain disruptions. The selection of the Company as one of multiple qualified contractors on MACC contracts may not result in the Company being awarded work or generating revenues or profit from any awarded work. Past performance is not necessarily an indicator of future results. Considering these and other uncertainties, the inclusion of forward-looking statements in this press release should not be regarded as a representation by the Company that the Company's plans, estimates, forecasts, goals, intentions, or objectives will be achieved or realized. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to update information contained in this press release whether as a result of new developments or otherwise, except as required by law.
Please refer to the Company's 2025 Annual Report on Form 10-K, filed on March 4, 2026 which is available on its website at www.oriongroupholdingsinc.com or at the SEC's website at www.sec.gov, and filings and press releases subsequent to such Annual Report on Form 10-K for additional and more detailed discussion of risk factors that could cause actual results to differ materially from our current expectations, estimates or forecasts.
Contact:
Margaret Boyce
346-278-3762
mboyce@orn.net
Source: Orion Group Holdings, Inc.
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Orion Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In Thousands, Except Share and Per Share Information)
(Unaudited)
| | Three Months Ended | | Nine Months Ended | ||||||||
| | September 30, | | September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Contract revenues |
| $ | 256,152 |
| $ | 225,097 |
| $ | 694,331 |
| $ | 619,037 |
Costs of contract revenues |
| | 223,012 |
| | 195,345 |
| | 612,385 |
| | 540,473 |
Gross profit |
| | 33,140 |
| | 29,752 |
| | 81,946 |
| | 78,564 |
Selling, general and administrative expenses |
| | 24,727 |
| | 25,059 |
| | 75,831 |
| | 70,378 |
Gain on disposal of assets, net | | | (108) |
| | (628) |
| | (296) |
| | (1,400) |
Operating income |
| | 8,521 |
| | 5,321 |
| | 6,411 |
| | 9,586 |
Other (expense) income: |
| | |
| | |
| | |
| | |
Interest expense |
| | (2,950) |
| | (2,120) |
| | (6,986) |
| | (7,373) |
Other income |
| | 290 |
| | 417 |
| | 600 |
| | 761 |
Other expense, net |
| | (2,660) |
| | (1,703) |
| | (6,386) |
| | (6,612) |
Income before income taxes |
| | 5,861 |
| | 3,618 |
| | 25 |
| | 2,974 |
Income tax expense (benefit) |
| | 388 |
| | 317 |
| | (5,990) |
| | 246 |
Net income | | $ | 5,473 | | $ | 3,301 | | $ | 6,015 | | $ | 2,728 |
| | | | | | | | | | | | |
Basic income per share | | $ | 0.14 | | $ | 0.08 | | $ | 0.15 | | $ | 0.07 |
Diluted income per share | | $ | 0.14 | | $ | 0.08 | | $ | 0.15 | | $ | 0.07 |
Shares used to compute income per share | |
| | |
| | |
| | |
| |
Basic | |
| 40,512,146 | | | 39,776,096 | |
| 40,368,555 | | | 39,535,151 |
Diluted | |
| 40,518,633 | | | 39,787,227 | |
| 40,385,830 | | | 39,544,405 |
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Orion Group Holdings, Inc. and Subsidiaries
Reconciliation of Adjusted Net Income
(In Thousands, Except Per Share Information)
(Unaudited)
| | Three Months Ended | | Nine Months Ended | ||||||||
| | September 30, | | September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Net income | | $ | 5,473 | | $ | 3,301 | | $ | 6,015 | | $ | 2,728 |
Adjusting items and the tax effects: | | | | | | | | | | | | |
Non-cash share-based compensation | | | 2,094 | | | 1,376 | | | 5,487 | | | 4,018 |
Enterprise resource planning (“ERP”) implementation | | | — | | | 301 | |
| 135 | |
| 1,131 |
Severance | |
| 21 | |
| 31 | |
| 21 | |
| 608 |
Process improvement initiatives | | | — | | | — | | | — | | | 138 |
Acquisition and integration costs | | | 187 | | | — | | | 1,821 | | | — |
Amortization of purchased intangibles | | | 471 | | | — | | | 1,256 | | | — |
Tax rate of 23% applied to adjusting items(1) | |
| (638) | |
| (393) | |
| (2,006) | |
| (1,356) |
Reversal of the impact of valuation allowances | |
| (2,625) | |
| (1,157) | |
| (4,812) | |
| (867) |
Adjusted net income | | $ | 4,983 | | $ | 3,459 | | $ | 7,917 | | $ | 6,400 |
Adjusted EPS | | $ | 0.12 | | $ | 0.09 | | $ | 0.20 | | $ | 0.16 |
| (1) | Items are taxed discretely using the Company's blended tax rate. |
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Orion Group Holdings, Inc. and Subsidiaries
Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations
(In Thousands, Except Margin Data)
(Unaudited)
| | Three Months Ended | | Nine Months Ended |
| ||||||||
| | September 30, | | September 30, |
| ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 |
| ||||
Net income | | $ | 5,473 | | $ | 3,301 | | $ | 6,015 | | $ | 2,728 | |
Income tax expense (benefit) | |
| 388 | |
| 317 | |
| (5,990) | |
| 246 | |
Interest expense, net | |
| 2,881 | |
| 1,914 | |
| 6,774 | |
| 6,881 | |
Depreciation and amortization | |
| 6,873 | |
| 5,892 | |
| 20,264 | |
| 16,526 | |
EBITDA(1) | |
| 15,615 | |
| 11,424 | |
| 27,063 | |
| 26,381 | |
Non-cash share-based compensation | | | 2,094 | | | 1,376 | | | 5,487 | | | 4,018 | |
ERP implementation | | | — | | | 301 | | | 135 | | | 1,131 | |
Severance | |
| 21 | |
| 31 | |
| 21 | |
| 608 | |
Process improvement initiatives | | | — | | | — | | | — | | | 138 | |
Acquisition and integration costs | | | 187 | | | — | | | 1,821 | | | — | |
Adjusted EBITDA(2) | | $ | 17,917 | | $ | 13,132 | | $ | 34,527 | | $ | 32,276 | |
Adjusted EBITDA margin(2) | |
| 7.0 | % |
| 5.8 | % |
| 5.0 | % |
| 5.2 | % |
| (1) | EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization. |
| (2) | Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for non-cash share-based compensation, ERP implementation, severance, process improvement initiatives and acquisition and integration costs. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues. |
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Orion Group Holdings, Inc. and Subsidiaries
Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations by Segment
(In Thousands, Except Margin Data)
(Unaudited)
| | For the Three Months Ended September 30, 2026 | | ||||||||||
| | Marine | | Concrete | | General Corporate | | Consolidated | | ||||
Contract revenues | | $ | 161,193 | | $ | 94,959 | | $ | — | | $ | 256,152 | |
| | | | | | | | | | | | | |
Operating income (loss) | | | 12,626 | | | 9,387 | | | (13,492) | | | 8,521 | |
Other income | | | 94 | | | — | | | 127 | | | 221 | |
Depreciation and amortization | | | 5,509 | | | 623 | | | 741 | | | 6,873 | |
EBITDA(1) | | | 18,229 | | | 10,010 | | | (12,624) | | | 15,615 | |
Non-cash share-based compensation | | | 516 | | | 260 | | | 1,318 | | | 2,094 | |
Severance | | | 10 | | | — | | | 11 | | | 21 | |
Acquisition and integration costs | | | — | | | — | | | 187 | | | 187 | |
Adjusted EBITDA(2) | | $ | 18,755 | | $ | 10,270 | | $ | (11,108) | | $ | 17,917 | |
Adjusted EBITDA margin(2) | | | 11.6 | % | | 10.8 | % | | | | | 7.0 | % |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | For the Three Months Ended September 30, 2025 | | ||||||||||
| | Marine | | Concrete | | General Corporate | | Consolidated | | ||||
Contract revenues | | $ | 142,943 | | $ | 82,154 | | $ | — | | $ | 225,097 | |
| | | | | | | | | | | | | |
Operating income (loss) | | | 19,444 | | | 481 | | | (14,604) | | | 5,321 | |
Other income | | | 100 | | | 2 | | | 109 | | | 211 | |
Depreciation and amortization | | | 4,404 | | | 811 | | | 677 | | | 5,892 | |
EBITDA(1) | | | 23,948 | | | 1,294 | | | (13,818) | | | 11,424 | |
Non-cash share-based compensation | | | 303 | | | 179 | | | 894 | | | 1,376 | |
ERP implementation | | | — | | | — | | | 301 | | | 301 | |
Severance | | | — | | | — | | | 31 | | | 31 | |
Adjusted EBITDA(2) | | $ | 24,251 | | $ | 1,473 | | $ | (12,592) | | $ | 13,132 | |
Adjusted EBITDA margin(2) | | | 17.0 | % | | 1.8 | % | | | | | 5.8 | % |
| (1) | EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization. |
| (2) | Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for non-cash share-based compensation, ERP implementation, severance, process improvement initiatives and acquisition and integration costs. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues. |
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Orion Group Holdings, Inc. and Subsidiaries
Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations by Segment
(In Thousands, Except Margin Data)
(Unaudited)
| | For the Nine Months Ended September 30, 2026 | | ||||||||||
| | Marine | | Concrete | | General Corporate | | Consolidated | | ||||
Contract revenues | | $ | 402,165 | | $ | 292,166 | | $ | — | | $ | 694,331 | |
| | | | | | | | | | | | | |
Operating income (loss) | | | 26,908 | | | 21,321 | | | (41,818) | | | 6,411 | |
Other income | | | 190 | | | — | | | 198 | | | 388 | |
Depreciation and amortization | | | 16,015 | | | 2,090 | | | 2,159 | | | 20,264 | |
EBITDA(1) | | | 43,113 | | | 23,411 | | | (39,461) | | | 27,063 | |
Non-cash share-based compensation | | | 1,360 | | | 694 | | | 3,433 | | | 5,487 | |
ERP implementation | | | — | | | — | | | 135 | | | 135 | |
Severance | | | 10 | | | — | | | 11 | | | 21 | |
Acquisition and integration costs | | | — | | | — | | | 1,821 | | | 1,821 | |
Adjusted EBITDA(2) | | $ | 44,483 | | $ | 24,105 | | $ | (34,061) | | $ | 34,527 | |
Adjusted EBITDA margin(2) | | | 11.1 | % | | 8.3 | % | | | | | 5.0 | % |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | For the Nine Months Ended September 30, 2025 | | ||||||||||
| | Marine | | Concrete | | General Corporate | | Consolidated | | ||||
Contract revenues | | $ | 405,409 | | $ | 213,628 | | $ | — | | $ | 619,037 | |
| | | | | | | | | | | | | |
Operating income (loss) | | | 45,427 | | | 4,883 | | | (40,724) | | | 9,586 | |
Other income | | | 100 | | | 13 | | | 156 | | | 269 | |
Depreciation and amortization | | | 13,008 | | | 2,541 | | | 977 | | | 16,526 | |
EBITDA(1) | | | 58,535 | | | 7,437 | | | (39,591) | | | 26,381 | |
Non-cash share-based compensation | | | 825 | | | 403 | | | 2,790 | | | 4,018 | |
ERP implementation | | | — | | | — | | | 1,131 | | | 1,131 | |
Severance | | | — | | | 16 | | | 592 | | | 608 | |
Process improvement initiatives | | | — | | | — | | | 138 | | | 138 | |
Adjusted EBITDA(2) | | $ | 59,360 | | $ | 7,856 | | $ | (34,940) | | $ | 32,276 | |
Adjusted EBITDA margin(2) | | | 14.6 | % | | 3.7 | % | | | | | 5.2 | % |
| (1) | EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization. |
| (2) | Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for non-cash share-based compensation, ERP implementation, severance, process improvement initiatives and acquisition and integration costs. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues. |
10
Orion Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
| | Nine Months Ended September 30, | ||||
| | 2026 | | 2025 | ||
Cash flows from operating activities |
| | |
| | |
Net income | | $ | 6,015 | | $ | 2,728 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | | | | | | |
Depreciation and amortization | |
| 15,137 | |
| 10,036 |
Amortization of right-of-use (“ROU”) operating leases | |
| 3,798 | |
| 6,727 |
Amortization of ROU finance leases | |
| 5,127 | |
| 6,490 |
Amortization of deferred debt issuance costs | |
| 250 | |
| 900 |
Non-cash interest expense on seller note | | | 1,025 | | | — |
Deferred income taxes | |
| (6,007) | |
| 29 |
Share-based compensation | |
| 5,487 | |
| 4,018 |
Gain on disposal of assets, net | |
| (296) | |
| (1,400) |
Allowance for credit losses | | | 60 | | | 2,449 |
Change in operating assets and liabilities: | | | | | | |
Accounts receivable | |
| 32,638 | |
| (73,808) |
Income tax receivable | |
| (86) | |
| (255) |
Inventory | |
| (316) | |
| 637 |
Prepaid expenses and other | |
| 2,234 | |
| 3,958 |
Contract assets | |
| (52,029) | |
| 43,889 |
Accounts payable | |
| (2,645) | |
| 11,550 |
Accrued liabilities | |
| (5,679) | |
| 4,765 |
Operating lease liabilities | |
| (4,169) | | | (4,591) |
Income tax payable | |
| (43) | |
| (353) |
Contract liabilities | |
| (11,223) | |
| (3,509) |
Net cash (used in) provided by operating activities | |
| (10,722) | |
| 14,260 |
Cash flows from investing activities: | | | | | | |
Proceeds from sale of property and equipment | |
| 767 | |
| 1,732 |
Purchase of property and equipment | |
| (28,109) | |
| (25,510) |
Business acquisition, net cash acquired | |
| (42,871) | |
| — |
Net cash used in investing activities | |
| (70,213) | |
| (23,778) |
Cash flows from financing activities: | | | | | | |
Borrowings on credit facilities | |
| 140,000 | |
| 138,138 |
Payments on credit facilities | |
| (111,000) | |
| (138,451) |
Proceeds from term loan | | | 55,011 | |
| — |
Payments on term loan | | | (84) | | | — |
Proceeds from deemed financing obligation | | | 9,723 | | | 1,600 |
Principal payments on deemed financing obligation | |
| (2,556) | |
| (7,463) |
Loan costs related to credit facilities | | | (419) | | | (323) |
Payments of finance lease liabilities | | | (7,074) | | | (7,847) |
Employee stock plans, net activity | | | (280) | | | 465 |
Net cash provided by (used in) financing activities | |
| 83,321 | |
| (13,881) |
Net change in cash, cash equivalents and restricted cash | |
| 2,386 | |
| (23,399) |
Cash, cash equivalents and restricted cash at beginning of period | |
| 3,285 | |
| 28,316 |
Cash, cash equivalents and restricted cash at end of period | | $ | 5,671 | | $ | 4,917 |
11
Orion Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Information)
| | September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (Unaudited) | | | | |
ASSETS |
| | |
| | |
Current assets: |
| | |
| | |
Cash and cash equivalents | | $ | 5,671 | | $ | 1,588 |
Restricted cash | | | — | |
| 1,697 |
Accounts receivable: | |
| | |
| |
Trade, net of allowance for credit losses of $3,283 and $3,461, respectively | |
| 128,792 | |
| 175,695 |
Retainage | |
| 65,859 | |
| 49,194 |
Income taxes receivable | |
| 342 | |
| 256 |
Other current | |
| 4,611 | |
| 3,531 |
Inventory | |
| 2,239 | |
| 2,432 |
Contract assets | |
| 84,205 | |
| 31,083 |
Prepaid expenses and other | |
| 8,067 | |
| 12,686 |
Total current assets | |
| 299,786 | |
| 278,162 |
Property and equipment, net of accumulated depreciation | |
| 137,558 | |
| 88,210 |
Operating lease ROU assets, net of accumulated amortization | |
| 22,396 | |
| 20,397 |
Finance lease ROU assets, net of accumulated amortization | |
| 21,709 | |
| 18,360 |
Inventory, non-current | |
| 6,905 | |
| 6,395 |
Other non-current | |
| 4,711 | |
| 3,128 |
Goodwill | | | 45,076 | | | — |
Intangible assets, net of accumulated amortization | | | 6,484 | | | — |
Total assets | | $ | 544,625 | | $ | 414,652 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | |
| |
Current liabilities: | |
| | |
| |
Current debt, net of debt issuance costs | | $ | 9,408 | | $ | 1,789 |
Accounts payable: | |
| | |
| |
Trade | |
| 105,815 | |
| 107,433 |
Retainage | |
| 2,760 | |
| 1,699 |
Accrued liabilities | |
| 43,913 | |
| 31,750 |
Income taxes payable | |
| 154 | |
| 197 |
Contract liabilities | |
| 43,572 | |
| 49,104 |
Current portion of operating lease liabilities | |
| 4,316 | |
| 4,418 |
Current portion of finance lease liabilities | |
| 8,855 | |
| 7,517 |
Total current liabilities | |
| 218,793 | |
| 203,907 |
Long-term debt, net of debt issuance costs | |
| 99,360 | |
| 6,085 |
Operating lease liabilities | |
| 26,565 | |
| 24,695 |
Finance lease liabilities | |
| 7,899 | |
| 5,878 |
Other long-term liabilities | |
| 18,847 | |
| 15,055 |
Total liabilities | |
| 371,464 | |
| 255,620 |
Stockholders’ equity: | |
| | |
| |
Accumulated other comprehensive income | | | 509 | | | — |
Preferred stock -- $0.01 par value, 10,000,000 authorized, none issued | |
| — | |
| — |
Common stock -- $0.01 par value, 50,000,000 authorized, 41,307,485 and 40,612,139 issued; 40,596,254 and 39,900,908 outstanding at September 30, 2026 and December 31, 2025, respectively | |
| 413 | |
| 406 |
Treasury stock, 711,231 shares, at cost, as of September 30, 2026 and December 31, 2025, respectively | |
| (6,540) | |
| (6,540) |
Additional paid-in capital | |
| 233,967 | |
| 226,369 |
Retained loss | |
| (55,188) | |
| (61,203) |
Total stockholders’ equity | |
| 173,161 | |
| 159,032 |
Total liabilities and stockholders’ equity | | $ | 544,625 | | $ | 414,652 |
12
Orion Group Holdings, Inc. and Subsidiaries
Guidance – Adjusted EBITDA Reconciliation
(In Thousands)
(Unaudited)
| | Year Ending | ||||
| | December 31, 2026 | ||||
| | | Low Estimate | | | High Estimate |
Net income | | $ | 8,079 | | $ | 12,079 |
Income tax benefit | |
| (5,400) | |
| (5,400) |
Interest expense, net | |
| 9,000 | |
| 9,000 |
Depreciation and amortization | |
| 29,000 | |
| 29,000 |
EBITDA(1) | |
| 40,679 | |
| 44,679 |
Non-cash share-based compensation | | | 7,300 | | | 7,300 |
Acquisition and integration costs | | | 1,800 | | | 1,800 |
ERP implementation | | | 200 | | | 200 |
Severance | | | 21 | | | 21 |
Adjusted EBITDA(2) | | $ | 50,000 | | $ | 54,000 |
| (1) | EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization. |
| (2) | Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for non-cash share-based compensation, acquisition and integration costs, ERP implementation and severance. |
Orion Group Holdings, Inc. and Subsidiaries
Guidance – Adjusted EPS Reconciliation
(In Thousands except per share information)
(Unaudited)
| | Year Ending | ||||
| | December 31, 2026 | ||||
| | | Low Estimate | | | High Estimate |
Net income | | $ | 8,079 | | $ | 12,079 |
Adjusting items and the tax effects: | | | | | | |
Non-cash share-based compensation | | | 7,300 | | | 7,300 |
Amortization of purchased intangibles | | | 1,800 | | | 1,800 |
Acquisition and integration costs | | | 1,800 | | | 1,800 |
ERP implementation | | | 200 | | | 200 |
Severance | | | 21 | | | 21 |
Tax rate of 23% applied to adjusting items(1) | |
| (2,600) | |
| (2,600) |
Reversal of the impact of valuation allowances | |
| (7,440) | |
| (8,340) |
Adjusted net income(2) | | $ | 9,160 | | $ | 12,260 |
Adjusted EPS(2) | | $ | 0.23 | | $ | 0.30 |
| (1) | Items are taxed discretely using the Company's blended tax rate. |
| (2) | Adjusted net income and Adjusted EPS are non-GAAP measures that represent net income adjusted for non-cash share-based compensation, amortization of purchased intangibles, acquisition and integration costs, ERP implementation and severance. |
13
Exhibit 99.2
| MARINE | CONCRETE | ENGINEERING Investor Presentation October 2026 |
| DISCLAIMER This presentation contains, and the officers and directors of the Company may from time to time make, statements that are considered forward looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which may include statements about: our business strategy; our financial strategy; our industry outlook; and our expected margin growth; our pipeline of opportunity; the expected benefits, results, growth and integration of our acquisition of J.E. McAmis; and our plans, objectives, expectations, forecasts, outlook and intentions. All of these types of statements, other than statements of historical fact included in this presentation, are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” the negative of such terms or other comparable terminology. The forward-looking statements contained in this presentation are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this presentation are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors listed in the “Risk Factors” section in our filings with the U.S. Securities and Exchange Commission and elsewhere in those filings. Additional factors or risks that we currently deem immaterial, that are not presently known to us or that arise in the future could also cause our actual results to differ materially from our expected results. Given these uncertainties, investors are cautioned that many of the assumptions upon which our forward-looking statements are based are likely to change after the date the forward-looking statements are made. The forward-looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statements for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise, notwithstanding any changes in our assumptions, changes in business plans, actual experience or other changes. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. This presentation may contain the financial measures: adjusted net income, EBITDA, adjusted EBITDA, and adjusted EPS, which are not calculated in accordance with U.S. GAAP. If presented, a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measure will be provided in the Appendix to this presentation. |
| NYSE: ORN Orion is a leading specialty construction company that delivers complex infrastructure projects across the marine, concrete, dredging, diving, and engineering sectors. Serving public and private clients throughout the United States, the Caribbean, and beyond, Orion provides turnkey solutions for transportation, industrial, mission-critical, and waterfront infrastructure. Backed by nearly a century of experience, a skilled workforce, extensive self-perform capabilities, and a commitment to safety, quality, and delivery, Orion is focused on creating long-term value through construction with predictable excellence. KEY STATISTICS $900M - $950M $50M - $54M 2026 Revenue Guidance 2026 Adj. EBITDA Guidance $852M $45M $645M ~2,000 2025 Revenue 2025 Adj. EBITDA 9/30/26 Backlog Employees Photo: Orion Headquarters | Houston, TX |
| WHY ORION, WHY NOW? 1. Early innings of a multi-year infrastructure investment cycle 2. Growing end market demand supported by $27 billion pipeline and U.S. Navy contract vehicles 3. Differentiated capabilities create meaningful barriers to entry 4. Transformed operating model positioned to drive earnings and cash flow growth Photo: Grand Bahama Shipyard |
| EARLY INNINGS OF A MULTI-YEAR INFRASTRUCTURE INVESTMENT CYCLE Demand across Orion’s core infrastructure end markets continues to expand, supported by increasing project scale and investment activity. Award timing and backlog conversion remain the primary variables. FEDERAL & DEFENSE Shipyard modernization and mission-critical defense infrastructure PORTS & WATERWAYS Modernization supporting commerce and supply-chain resilience MISSION CRITICAL AI and cloud investment driving data center infrastructure demand INDUSTRIAL & MANUFACTURING Reshoring and domestic investment supporting new construction COASTAL RESILIENCE Investment in coastal protection and water infrastructure |
| Total Pipeline by Anticipated Date $14B Near-Term < 1 Yr $13B Long-Term > 1 Yr Total Pipeline by Size $14B $0–$200M $13B $200M+ DIVERSIFIED OPPORTUNITIES ACROSS CORE MARKETS PROVIDE MULTIPLE PATHS TO LONG-TERM GROWTH 1 Pipeline of opportunities is defined as specific projects that we have identified and are tracking as projects of interest and does not represent binding contracts. /// LARGE, DIVERSIFIED $27B OPPORTUNITY SET SUPPORTS LONG-TERM GROWTH |
| /// BUILDING A PLATFORM FOR RECURRING NAVY INFRASTRUCTURE OPPORTUNITIES These contract vehicles shortlist a group of pre-qualified contractors eligible to compete for future task orders supporting Navy and military infrastructure projects across key Pacific and Northwest regions. 1 $15B PACIFIC DETERRENCE INITIATIVE (PDI) MACC Contract Vehicle | Selected Team Member • Wharves & piers • Dredging • Aprons & waterfront assets • New facilities and upgrades 2 $9B VENTI MACC Contract Vehicle | Prime Contractor • Marine construction • Piers & wharves • Waterfront infrastructure • Military facility improvements 3 $8B HAWAII / WAKE ISLAND MACC Contract Vehicle | Selected Team Member • New construction • Repairs & renovations • Infrastructure modernization • Military installation improvements 4 $8B NAVFAC PACIFIC SIOP MACC Contract Vehicle | Joint Venture Member • Naval shipyard infrastructure • Supports the Navy’s SIOP • Hawaii & Washington • Other NAVFAC Pacific areas 5 $700M NAVFAC NORTHWEST WATERFRONT MACC Contract Vehicle | Prime Contractor • Waterfront construction • NAVFAC Northwest region PRE-QUALIFIED POSITIONS ON FIVE STRATEGIC CONTRACT VEHICLES EXPAND ORION’S ACCESS TO FUTURE NAVY INFRASTRUCTURE OPPORTUNITIES Note: Contract vehicle capacity does not represent revenue or backlog attributable to Orion. Future work remains subject to individual task-order competition and award. Vehicles shown in order of total contract capacity. ORION |
| NAVY & DEFENSE MODERNIZATION $22B+ Planned shipyard dry dock and related projects • Portsmouth, Pearl Harbor and Puget Sound dry docks lead the Navy’s shipyard program • Full shipyard modernization estimated at ~$200B through 2080 • Complex scopes span piers, dredging and mission-critical facilities LONG-DURATION FEDERAL DEMAND PORTS & MARINE TERMINALS $17B Federal IIJA Investment in U.S. ports and inland waterways • Larger vessels require deeper channels and expanded berth capacity • Channel upgrades drive follow-on wharf, terminal and intermodal work • Modernization extends well beyond routine maintenance BROAD PUBLIC + PRIVATE INVESTMENT COASTAL RESTORATION & RESILIENCE $50B Louisiana 50-year coastal master plan project portfolio • Restoration and risk-reduction projects address land loss and flooding • Dredging supports marsh creation, barrier islands and shoreline protection • Long-range plans create a durable coastal project pipeline MISSION-CRITICAL RESILIENCE SPENDING LNG, ENERGY & PETROCHEMICALS $60B+ Record U.S. LNG capital committed at FID in 2025 • Export growth requires marine terminals and related waterfront infrastructure • Docks, dredging and access channels are essential to facility operations • Private-sector investment diversifies the marine opportunity set GULF COAST PRIVATE-CAPITAL TAILWIND AMERICA’S MARITIME INFRASTRUCTURE IS BECOMING A STRATEGIC NATIONAL PRIORITY Statistics shown are representative indicators of underlying market demand and are not intended to represent Orion’s total addressable opportunity. Sources: Government Accounting Office Report GAO-26-107830; U.S. Navy Shipyard Infrastructure Optimization Program (SIOP); Infrastructure Investment and Jobs Act (IIJA); Louisiana Coastal Protection and Restoration Authority (CPRA), 2023 Coastal Master Plan; Wood Mackenzie, The US LNG boom: what’s driving investment and what could shift the momentum (2026) |
| Mission-Critical infrastructure is driving near-term growth, while advanced manufacturing, healthcare and commercial construction broaden Concrete's long-term opportunity set. DIGITAL INFRASTRUCTURE NEAR-TERM GROWTH DRIVER AI and cloud investment continue to support significant data center infrastructure demand. ADVANCED MANUFACTURING LONG-TERM RESHORING OPPORTUNITY Domestic manufacturing investment expands the opportunity set across industrial and mission-critical projects. HEALTHCARE AND COMMERCIAL DURABLE, DIVERSIFIED DEMAND Healthcare and commercial construction provide additional long-term demand beyond data centers. EARLY ENGAGEMENT AND PROVEN EXECUTION CREATE OPPORTUNITIES TO EXPAND SCOPES AND SUPPORT ADDITIONAL PHASES OF LARGE, MULTI-BUILDING PROJECTS DIVERSIFIED END-MARKET DEMAND SUPPORTS CONCRETE GROWTH |
| DIFFERENTIATED CAPABILITIES CREATE MEANINGFUL BARRIERS TO ENTRY STRUCTURAL BARRIERS WHY ORION WINS $600M 1,000+ JONES ACT Specialty equipment replacement value Pieces of specialty equipment Restricts foreign competition in the U.S. marine market 100+ 40+ 0.13 Years of marine construction & civil engineering Years of commercial concrete construction 2025 LTIR vs. 2.3 industry average 01 02 04 Early Engagement Predictable Excellence Customer relationships Clients involve Orion earlier to improve design, coordination, scheduling, and execution certainty Strong safety performance and consistent on-time, on-budget delivery Long-standing relationships across complex projects drive repeat awards across additional phases of work 03 Expanded Capabilities Growing site civil and earthwork services broaden the projects and scopes Orion can pursue |
| TRANSFORMED OPERATING MODEL POSITIONED TO DRIVE EARNINGS AND CASH FLOW GROWTH Orion deliberately strengthened its capabilities ahead of a significant wave of infrastructure demand. PRE-2022 2022-2026 2026+ LEGACY BUSINESS MODEL BUSINESS TRANSFORMATION SCALING FOR PROFITABLE GROWTH • Broader project pursuit strategy • Opportunity to strengthen operating discipline • More concentrated on smaller-scale projects • Instituted disciplined bidding and risk management • Improved project execution and profitability • Expanded capabilities and addressable markets • Positioned Orion to pursue larger, more complex $200M+ opportunities • Enhanced financial flexibility through a new long-term credit facility • Positioned in attractive infrastructure end markets • Complement organic growth through M&A • Modernized ERP and project management systems to enhance operating execution • Significant operating leverage as revenue scales • Focus on converting growth into higher EBITDA and cash flow |
|
| • Targeting mid-teen adjusted EBITDA margin by 2030 • Growing demand across defense, ports and coastal resilience supports better project selection and pricing power • Continued application of disciplined bidding and risk management practices installed since 2022 • Scale from larger, more complex awards creates operating leverage as volume grows #3 ENR RANKING IN MARINE AND PORTS Source: ENR Magazine, September 2026 Design, salvage, demolition, towing and diving Underwater inspection, excavation, repair, and engineering |
|
| • Targeting high-single digit adjusted EBITDA margin by 2030 • Growing AI and cloud investment fueling demand for data center infrastructure • Applying Marine’s disciplined bidding and risk management playbook • Shifting mix toward higher-margin data center and structural work • Targeting high-single digit adjusted EBITDA margin by 2030 • Growing AI and cloud investment fueling demand for data center infrastructure • Applying Marine’s disciplined bidding and risk management playbook • Shifting mix toward higher-margin data center and structural work #12 ENR RANKING IN SPECIALTY CONCRETE Source: ENR, October 2026 |
|
| OPTIMIZING CAPITAL DEPLOYMENT FOR FUTURE GROWTH AND SHAREHOLDER VALUE CAPITAL DEPLOYMENT PRIORITIES Deploy capital to drive profitable organic growth Maintain responsible leverage Capitalize on strategic opportunities Structure and execute to maximize long-term shareholder value 2.2X DEC 2030 Net Leverage as of 9/30/26* Senior Credit Facility Maturity • Net Leverage Ratio calculated as Total Debt less Cash, divided by TTM Adjusted EBITDA 1. 2. 3. 4. |
|
| HISTORICAL ANNUAL FINANCIAL SUMMARY $601 $748 $712 $796 $852 $925 2021 2022 2023 2024 2025 2026E Revenue $17 $23 $24 $42 $45 $52 2021 2022 2023 2024 2025 2026E Adjusted EBITDA • 2026 Revenue guidance midpoint signals expected growth • 2026 Revenue guidance represents 54% growth since 2021 • 9% CAGR from 2021-2026 • 2026 Adjusted EBITDA guidance more than triples from 2021 • Adjusted EBITDA guidance represents 25% CAGR from 2021-2026 ($ in millions) |
| THIRD QUARTER 2026 RESULTS Q3 2026 Q3 2025 Growth Revenue $256M $225M 14% GAAP Net Income per Share $0.14 $0.08 +$0.06 Adjusted EBITDA $18M $13M 37% Adjusted EPS $0.12 $0.09 +$0.03 Adjusted EBITDA Margin 7.0% 5.8% 120 bps |
| FISCAL YEAR 2026 GUIDANCE (AS OF OCTOBER 27, 2026) Annual Growth at Midpoint FY2026 Guidance Revenue $900 to $950 9% Adjusted EBITDA $50 to $54 15% Adjusted EPS $0.23 to $0.30 6% Capex $25 to $35 — Table in millions, except EPS and percentage changes |
| 0 100 200 300 400 500 600 700 800 900 1000 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25 1Q26 2Q26 3Q26 New management joined Orion 22 RECENT EVOLUTION OF BACKLOG BACKLOG ($ in millions) RECENT WINS Manufacturing Facilities USACE Sargent Beach Jetty and Beach Renourishment Project Bridge Replacement Terminal Wharf Expansion Contract in Texas |
|
| VALUED PARTNER TO HIGHLY DIVERSIFIED CUSTOMER BASE |
| NON-GAAP SUPPLEMENTAL INFORMATION Orion Group Holdings, Inc. and Subsidiaries Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations (In Thousands, Except Margin Data) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2026 2025 2026 2025 Net income $ 5,473 $ 3,301 $ 6,015 $ 2,728 Income tax expense (benefit) 388 317 (5,990) 246 Interest expense, net 2,881 1,914 6,774 6,881 Depreciation and amortization 6,873 5,892 20,264 16,526 EBITDA(1) 15,615 11,424 27,063 26,381 Non-cash share-based compensation 2,094 1,376 5,487 4,018 ERP implementation — 301 135 1,131 Severance 21 31 21 608 Process improvement initiatives — — — 138 Acquisition and integration costs 187 — 1,821 — Adjusted EBITDA(2) $ 17,917 $ 13,132 $ 34,527 $ 32,276 Adjusted EBITDA margin(2) 7.0 % 5.8 % 5.0 % 5.2 % (1) EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization. (2) Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for non-cash share-based compensation, ERP implementation, severance, process improvement initiatives and acquisition and integration costs. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues. |
| NON-GAAP SUPPLEMENTAL INFORMATION Orion Group Holdings, Inc. and Subsidiaries Reconciliation of Adjusted Net Income (In Thousands Except Per Share Information) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2026 2025 2026 2025 Net income $ 5,473 $ 3,301 $ 6,015 $ 2,728 Adjusting items and the tax effects: Non-cash share-based compensation 2,094 1,376 5,487 4,018 Enterprise resource planning (“ERP”) implementation — 301 135 1,131 Severance 21 31 21 608 Process improvement initiatives — — — 138 Acquisition and integration costs 187 — 1,821 — Amortization of purchased intangibles 471 — 1,256 — Tax rate of 23% applied to adjusting items(1) (638) (393) (2,006) (1,356) Reversal of the impact of valuation allowances (2,625) (1,157) (4,812) (867) Adjusted net income $ 4,983 $ 3,459 $ 7,917 $ 6,400 Adjusted EPS $ 0.12 $ 0.09 $ 0.20 $ 0.16 (1) Items are taxed discretely using the Company's blended tax rate. |
| NON-GAAP SUPPLEMENTAL INFORMATION For the Three Months Ended September 30, 2025 Marine Concrete General Corporate Consolidated Contract revenues $ 142,943 $ 82,154 $ — $ 225,097 Operating income (loss) 19,444 481 (14,604) 5,321 Other income 100 2 109 211 Depreciation and amortization 4,404 811 677 5,892 EBITDA(1) 23,948 1,294 (13,818) 11,424 Non-cash share-based compensation 303 179 894 1,376 ERP implementation — — 301 301 Severance — — 31 31 Adjusted EBITDA(2) $ 24,251 $ 1,473 $ (12,592) $ 13,132 Adjusted EBITDA margin(2) 17.0 % 1.8 % 5.8 % (1) EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization. (2) Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for non-cash share-based compensation, ERP implementation, severance and acquisition and integration costs. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues. For the Three Months Ended September 30, 2026 Marine Concrete General Corporate Consolidated Contract revenues $ 161,193 $ 94,959 $ — $ 256,152 Operating income (loss) 12,626 9,387 (13,492) 8,521 Other income 94 — 127 221 Depreciation and amortization 5,509 623 741 6,873 EBITDA(1) 18,229 10,010 (12,624) 15,615 Non-cash share-based compensation 516 260 1,318 2,094 Severance 10 — 11 21 Acquisition and integration costs — — 187 187 Adjusted EBITDA(2) $ 18,755 $ 10,270 $ (11,108) $ 17,917 Adjusted EBITDA margin(2) 11.6 % 10.8 % 7.0 % Orion Group Holdings, Inc. and Subsidiaries Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations (In Thousands, Except Margin Data) (Unaudited) |
| NON-GAAP SUPPLEMENTAL INFORMATION Orion Group Holdings, Inc. and Subsidiaries Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations (In Thousands, Except Margin Data) (Unaudited) For the Nine Months Ended September 30, 2026 Marine Concrete General Corporate Consolidated Contract revenues $ 402,165 $ 292,166 $ — $ 694,331 Operating income (loss) 26,908 21,321 (41,818) 6,411 Other income 190 — 198 388 Depreciation and amortization 16,015 2,090 2,159 20,264 EBITDA(1) 43,113 23,411 (39,461) 27,063 Non-cash share-based compensation 1,360 694 3,433 5,487 ERP implementation — — 135 135 Severance 10 — 11 21 Acquisition and integration costs — — 1,821 1,821 Adjusted EBITDA(2) $ 44,483 $ 24,105 $ (34,061) $ 34,527 Adjusted EBITDA margin(2) 11.1 % 8.3 % 5.0 % For the Nine Months Ended September 30, 2025 Marine Concrete General Corporate Consolidated Contract revenues $ 405,409 $ 213,628 $ — $ 619,037 Operating income (loss) 45,427 4,883 (40,724) 9,586 Other income 100 13 156 269 Depreciation and amortization 13,008 2,541 977 16,526 EBITDA(1) 58,535 7,437 (39,591) 26,381 Non-cash share-based compensation 825 403 2,790 4,018 ERP implementation — — 1,131 1,131 Severance — 16 592 608 Process improvement initiatives — — 138 138 Adjusted EBITDA(2) $ 59,360 $ 7,856 $ (34,940) $ 32,276 Adjusted EBITDA margin(2) 14.6 % 3.7 % 5.2 % (1) EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization. (2) Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for non-cash share-based compensation, ERP implementation, severance, process improvement initiatives and acquisition and integration costs. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues. |
| NON-GAAP SUPPLEMENTAL INFORMATION For the year ended December 31, 2025 Marine Concrete General Corporate Consolidated Contract revenues $ 544,831 $ 307,429 $ — $ 852,260 Operating income (loss) 61,709 8,156 (55,254) 14,611 Loss on extinguishment of debt — — (3,777) (3,777) Other income 100 14 182 296 Depreciation and amortization 17,312 3,279 1,671 22,262 EBITDA(1) 79,121 11,449 (57,178) 33,392 Non-cash share-based compensation 1,173 584 3,693 5,450 ERP implementation — — 1,367 1,367 Severance — 16 604 620 Process improvement initiatives — — 138 138 Acquisition and integration costs — — 494 494 Loss on extinguishment of debt — — 3,777 3,777 Adjusted EBITDA(2) $ 80,294 $ 12,049 $ (47,105) $ 45,238 Adjusted EBITDA margin(2) 14.7 % 3.9 % 5.3 % Orion Group Holdings, Inc. and Subsidiaries Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations (In Thousands, Except Margin Data) (Unaudited) (1) EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization. (2) Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for non-cash share-based compensation, ERP implementation, severance, process improvement initiatives, acquisition and integration costs and loss on extinguishment of debt. |
| NON-GAAP SUPPLEMENTAL INFORMATION Orion Group Holdings, Inc. and Subsidiaries Guidance – Adjusted EBITDA Reconciliation (In Thousands) (Unaudited) Year Ending December 31, 2026 Low Estimate High Estimate Net income $ 8,079 $ 12,079 Income tax benefit (5,400) (5,400) Interest expense, net 9,000 9,000 Depreciation and amortization 29,000 29,000 EBITDA(1) 40,679 44,679 Non-cash share-based compensation 7,300 7,300 Acquisition and integration costs 1,800 1,800 ERP implementation 200 200 Severance 21 21 Adjusted EBITDA(2) $ 50,000 $ 54,000 (1) EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization. (2) Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for share-based compensation, acquisition and integration costs, ERP implementation and severance. |
| NON-GAAP SUPPLEMENTAL INFORMATION Orion Group Holdings, Inc. and Subsidiaries Guidance – Adjusted EPS Reconciliation (In Thousands except per share information) (Unaudited) Year Ending December 31, 2026 Low Estimate High Estimate Net income $ 8,079 $ 12,079 Adjusting items and the tax effects: Non-cash share-based compensation 7,300 7,300 Amortization of purchased intangibles 1,800 1,800 Acquisition and integration costs 1,800 1,800 ERP implementation 200 200 Severance 21 21 Tax rate of 23% applied to adjusting items(1) (2,600) (2,600) Reversal of the impact of valuation allowances (7,440) (8,340) Adjusted net income(2) $ 9,160 $ 12,260 Adjusted EPS(2) $ 0.23 $ 0.30 (1) Items are taxed discretely using the Company's blended tax rate. (2) Adjusted net income and Adjusted EPS are non-GAAP measures that represent net income adjusted for share-based compensation, amortization of purchased intangibles, acquisition and integration costs, ERP implementation and severance. |
