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    Orion Group Holdings Inc. Common filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

    4/29/25 5:17:17 PM ET
    $ORN
    Military/Government/Technical
    Industrials
    Get the next $ORN alert in real time by email
    0001402829false00014028292025-04-292025-04-29

    ​

    ​

    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): April 29, 2025

    ​

    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)

    ​

    12000 Aerospace Suite 300

    Houston, Texas 77034

    (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

    ​

    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 April 29, 2025, Orion Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2025. A copy of the press release is attached to this 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, or the Securities Exchange Act of 1934, as amended, 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 9.01 Financial Statements and Exhibits.

    (d) Exhibits

    Exhibit No.

    Description

    ​

    ​

    99.1

    Press Release of Orion Group Holdings, Inc. dated April 29, 2025.

    104

    Cover Page Interactive Data File (embedded within the Inline XBRL document).

    ​

    ​

    ​

    EXHIBIT INDEX

    ​

    Exhibit No.

    Description

    ​

    ​

    99.1

    Press Release of Orion Group Holdings, Inc. dated April 29, 2025.

    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: April 29, 2025

    By:

    /s/ Travis J. Boone

    ​

    ​

    President and Chief Executive Officer

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

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