
(Mark One) ☑QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period endedSeptember 30, 2025OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from________to________Commission file number:1-33891ORION GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the Registrant was required to file suchreports) 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 be submittedpursuant to Rule405 of Regulation S-T during the preceding 12months (or for such shorter period that the registrant was requiredto 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 definitions of “large accelerated filer”, "accelerated filer", "smallerreporting company” and "emerging growth company” in Rule12b-2 of the Exchange Act: Largeacceleratedfiler☐Non-accelerated filer☐ Acceleratedfiler☑Smallerreportingcompany☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act):☐Yes☑No There were39,900,978shares of common stock outstanding as of October 24, 2025. ORION GROUP HOLDINGS,INC. Quarterly Report on Form 10-Q for the period ended September 30, 2025Index Page PARTI FINANCIAL INFORMATION Item1.Financial Statements (Unaudited)Condensed Consolidated Balance Sheets at September 30, 2025 andDecember 31, 20243Condensed Consolidated Statements of Operations for the Three and NineMonths Ended September 30, 2025 and 20244Condensed Consolidated Statements of Stockholders’ Equity for the Threeand Nine Months Ended September 30, 2025 and 20245Condensed Consolidated Statements of Cash Flows for the Nine MonthsEnded September 30, 2025 and 20246Notes to Condensed Consolidated Financial Statements7Item2.Management’s Discussion and Analysis of Financial Condition and Resultsof Operations22Item3.Quantitative and Qualitative Disclosures about Market Risk29Item4.Controls and Procedures30PARTIIOTHER INFORMATIONItem1.Legal Proceedings30Item1A.Risk Factors30Item2.Unregistered Sales of Equity Securities and Use of Proceeds30Item3.Defaults upon Senior Securities31Item4.Mine Safety Disclosures31Item5.Other Information31Item6.Exhibits31SIGNATURES32 PART I.FINANCIAL INFORMATIONITEM 1.FINANCIAL STATEMENTS The accompanying notes are an integral part of these condensed consolidated financialstatements Orion Group Holdings,Inc. and SubsidiariesCondensed Consolidated Statements of Operations(In Thousands, Except Share and Per Share Information)(Unaudited) The accompanying notes are an integral part of these condensed consolidated financialstatements Orion Group Holdings,Inc. and SubsidiariesCondensed Consolidated Statements of Stockholders’ Equity(In Thousands, Except Share and Per Share Information) (Unaudited) The accompanying notes are an integral part of these condensed consolidated financialstatements Orion Group Holdings,Inc. and SubsidiariesCondensed Consolidated Statements of Cash Flows(in Thousands)(Unaudited) The accompanying notes are an integral part of these condensed consolidated financialstatements Orion Group Holdings,Inc. and SubsidiariesNotesto Condensed Consolidated Financial Statements(Tabular Amounts in Thousands, Except Share and per Share Amounts)(Unaudited) 1.Description of Business and Basis of Presentation Description of Business Orion Group Holdings, Inc. and its subsidiaries (hereafter collectively referred to as the“Company”), is a leading specialty construction company serving the infrastructure, industrial,and building sectors, providing services both on and off the water in the continental UnitedStates, Alaska, Hawaii, Canada and the Caribbean Basin through our marine and concretesegments. We are headquartered in Houston, Texas. Basis of Presentation Theaccompanying condensed consolidated financial statements and financial informationincluded herein have been prepared pursuant to the interim period reporting requirements ofForm10-Q. Accordingly, these financial statements do not include certain information and notedisclosures normally included in financial statements prepared in accordance with accountingprinciples generally accepted in the