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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Orion Group Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 19, 2026, at which the Company’s stockholders voted to, among other things, approve Amendment No. 2 (the “LTIP Amendment”) to the Orion Group Holdings, Inc. 2022 Long-Term Incentive Plan, as amended (the “2022 LTIP”). The LTIP Amend…
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…
Departure 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.…
Departure 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.…
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…
Completion of Acquisition or Disposition of Assets. The information set forth under
Entry into a Material Definitive Agreement. On February 3, 2026, Orion Group Holdings, Inc. (“Orion”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) and completed an acquisition (the “Acquisition”) of all of the capital stock of J.E. McAmis, Inc., a California corporation, and all of the membership interests in JEM Marine Leasing, LLC, a Washington limited liability company (collectively, the “Acquired Companies” and each an “Acquired Company”). The Acquired Companies…
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, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Cautionary Statement Regarding Forward-Looking Statements The matters discussed in this Report…
Unregistered Sales of Equity Securities. The information set forth under
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under
are qualified in their entirety by the full text of the Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Entry into a Material Definitive Agreement. On December 23, 2025, Orion Group Holdings, Inc., as borrower (the “Company”) entered into a $120.0 million Credit Agreement (the “Credit Agreement”) with certain financial institutions from time-to-time party thereto, as lenders, and UMB Bank, N.A., as Administrative Agent and Issuing Bank (the “Agent”). The Credit Agreement consists of a $60.0 million revolving loan, a $20.0 million equipment term loan, and a $40.0 million acquisition term loan. A…
are qualified in their entirety by the full text of the Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Termination of a Material Definitive Agreement. On December 23, 2025, in connection with entering into the Credit Agreement, the Company’s prior Credit Agreement, dated May 15, 2023, with White Oak ABL, LLC and White Oak Commercial Finance, LLC (the “Prior Credit Agreement) was terminated, and all amounts outstanding thereunder were repaid. In connection with the termination, the Company paid a make whole payment of approximately $1.1 million.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Orion Group Holdings, Inc. (the “Company”) previously filed a Current Report on Form 8-K (the “Original Filing”) on September 29, 2025 to report that Robert Ledford had been appointed as a new member of the Board of Directors, effective November 19, 2025. At the time of the Original Filing, the Board of Directors had not yet made a determination…
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…
Results of Operations and Financial Condition. On October 29, 2025, Orion Group Holdings, Inc. (the “Company”) held an earnings call to discuss its financial results for the third quarter ended September 30, 2025. Due to technical issues, the beginning of the earnings call may not have been accessible to all participants. Accordingly, the Company is furnishing as Exhibit 99.1 to this Current Report on Form 8-K a full transcript of the earnings call.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Election of Directors On September 28, 2025, the Board of Directors (the “Board”) of Orion Group Holdings, Inc. (the “Company”) elected to increase the size of the Board from seven directors to eight directors effective November 19, 2025 and appointed Mr. Robert Ledford to fill the resulting vacancy at such time. Mr. Ledford has served since…
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…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed, Mr. Scott Thanisch ceased serving as the Executive Vice President, Chief Financial Officer and Treasurer of Orion Group Holdings, Inc. (the “Company”) on June 23, 2025. Mr. Thanisch agreed to continue to perform services for the Company, including overseeing the transition of his roles and responsibilities to his successo…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departure of Certain Officers Scott Thanisch will no longer serve as the Executive Vice President, Chief Financial Officer and Treasurer of Orion Group Holdings, Inc. (the “Company”) effective June 23, 2025. Mr. Thanisch has agreed to continue to perform services for the Company through July 1, 2025, including overseeing the transition of his r…
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 su…
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