Orion Group Holdings Inc 2024年度报告

☑ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscalyear endedDecember31, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACTOF 1934 For the transition period from________to________Commission file number:1-33891ORION GROUP HOLDINGS,INC. Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act:◻Yes☑No Indicate by check mark if the Registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act:◻Yes☑No Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the Registrant was requiredto file such reports) and (2)has been subject to such filing requirements for the past 90days:☑Yes◻No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmittedpursuant to Rule405 of Regulation S-T during the preceding 12months (or for such shorter period that theregistrant was required to submit such files): Yes☑No◻ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smallreporting company” and “emerging growth” company in Rule12b-2 of the Exchange Act. LargeAcceleratedFiler◻AcceleratedFiler☑Non-accelerated filer◻Smallerreportingcompany☐Emerginggrowthcompany☐ If an emerging growth company, initiate by check mark if the registrant has elected not to use the extended transition periodfor complying with any, new or revised financial accounting standards provided pursuant to Section13 (a)of the ExchangeAct.☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registeredpublic accounting firm that prepared or issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Act)☐Yes☑No There were38,989,545shares of common stock outstanding as of March 5, 2025. The aggregate market value of theRegistrant’s common equity held by non-affiliates was approximately $317.4million as of June28, 2024, the last business dayof the Registrant’s most recently completed second fiscal quarter, based upon the last reported sales price on the New YorkStock Exchange on that date. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive Proxy Statement to be filed in connection with the 2025 Annual Meeting no later thanApril 30, 2025 are incorporated by reference in PartIII of this Annual Report on Form10-K. ORION GROUP HOLDINGS,INC. 2024 Annual Report on Form10-KTable of Contents PARTI3Item1.Business3Item1A.Risk Factors12Item1B.Unresolved Staff Comments24Item1C.Cybersecurity24Item2.Properties26Item3.Legal Proceedings26Item4.Mine Safety Disclosure26PARTII27Item5.Market for Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities27Item7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations28Item7A.Quantitative and Qualitative Disclosures about Market Risk38Item8.Financial Statements and Supplementary Data39Item9.Changes In and Disagreements with Accountants on Accounting and FinancialDisclosure39Item9A.Controls and Procedures39Item9B.Other Information40Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections40PARTIII41Item10.Directors, Executive Officers and Corporate Governance41Item11.Executive Compensation41Item12.Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters41Item13.Certain Relationships and Related Transactions, and Director Independence41Item14.Principal AccountantFees and Services41PARTIV42Item15.Exhibits and Financial Statement Schedules42Item16.Form 10-K Summary45SIGNATURES46 PARTI FORWARD-LOOKING STATEMENTS Inadditiontohistoricalinformation,thisAnnualReportonForm10-Kandthedocumentsincorporatedbyreferenceherein may contain forward-looking statements that are not based on historical fact.When used in this report, words such as “expects,” “anticipates,”