ORN 10-K & 10-Q changes, risk factors and insider trading
Orion Group Holdings Inc · NYSE · Heavy Construction Other Than Bldg Const - Contractors · CIK 1402829 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Acquisitions and mergers may disrupt our business, and integrating acquired companies may be more difficult, costly, or time-consuming than we expect.”
New heading “Our financial performance will be negatively impacted if we are unable to execute our growth strategy.”
Largest changes
“On February 4, 2022, President Biden issued Executive Order 14063, and on December 22, 2023 the Federal Acquisition Regulatory Council issued a final rule (effective January 22, 2024) that generally requires federal agencies, subject to specified exceptions, to include project labor agreement (“PLA”) requirements on certain federal construction projects estimated to cost the U.S. Government at least $35 million (and permits agencies, in certain circumstances, to require PLAs below that threshold). …”see in full comparison
“Acquisitions and mergers may disrupt our business, and integrating acquired companies may be more difficult, costly, or time-consuming than we expect.”see in full comparison
“Our financial performance will be negatively impacted if we are unable to execute our growth strategy.”see in full comparison
Moreover, even when the underlying economic fundamentals that ordinarily drive the level of construction activity are strong, the level of economic activity in such markets may besee in full comparisonsuppressed during inflationary periods that are accompanied by increasing interest rates. If the Federal Reserve Board resumes increasing interest rates to respond to re-emerging inflation concerns, or otherwise maintains high interest rates, commercial development could slow and our concrete business could see a reduction in demand.suppressed.
“On February 4, 2022, former U.S. President Biden signed Executive Order 14063, which provided that, with certain exceptions, government contractors and subcontractors working on federal construction projects that are estimated to cost the U.S. government at least $35 million must become a party to a project labor agreement with one or more appropriate labor organizations. On December 22, 2023, the U.S. Federal Acquisition Regulatory Council issued a final rule consistent with the executive order, which went into effect on January 22, 2024. …”see in full comparison
“Our current growth strategy is to pursue growth through greenfield expansion, acquisitions, vertical integration and diversification. Our ability to grow organically through greenfield expansion depends on our ability to identify, bid upon, win and perform new and additional projects, and we may not be successful in those endeavors. Our ability to grow organically further depends on our ability to recruit and retain qualified personnel, to fund growth at a reasonable cost, access to sufficient capital resources, competitive factors, and changes in laws and regulations. …”see in full comparison
Full comparison: every changed paragraph (29)
We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially adversely affect our business, financial condition, and results of operations. The risks described below highlight somethe of theknown factors that have affected and could affect us in the future. We may also be affected by unknown risks or risks that we currently think are immaterial. If any such events actually occur, our business, financial condition, and results of operations could be materially adversely affected.
As more fully described in “Insurance and Bondingbonding” under “Item 1. Business,” we are generally required to post bonds or other security in connection with government and certain private sector contracts to ensure job completion. We have entered into bonding agreements with several large multinational surety companies, which act as surety, issue bid bonds, performance bonds and payment bonds, and obligate themselves upon other contracts of guaranty required by us in the day-to-day operations of our business. However, our sureties are not obligated under the bonding agreements to issue bonds for us, and bonding decisions are made on a case-by-case basis. We are bidding on increasingly complex, larger jobs for customers who require significant bonds. While we had approximately $500 million of available bonding capacity as of December 31, 2024, weWe may not be able to maintain a sufficient level of bonding capacity in the future which could preclude us from being able to bid for certain contracts and successfully contract with certain customers. In addition, the conditions of the bonding market may change, increasing our costs of bonding or restricting our ability to get new bonding, which could have a material adverse effect on our business, operating results and financial condition.
Our business, operating results and financial condition could be materially and adversely affected by severe weather and other natural disasters, such as earthquakesearthquakes, flooding or hurricanes, particularly along the Gulf Coast, the West Coast, the Atlantic Seaboard, and the Caribbean Basin. Repercussions of severe weather conditions could cause significant interruption of projects in process and have safety implications to personnel at those sites.
Moreover, even when the underlying economic fundamentals that ordinarily drive the level of construction activity are strong, the level of economic activity in such markets may be suppressed during inflationary periods that are accompanied by increasing interest rates. If the Federal Reserve Board resumes increasing interest rates to respond to re-emerging inflation concerns, or otherwise maintains high interest rates, commercial development could slow and our concrete business could see a reduction in demand.suppressed.
In addition, our vessels in the marine segment may be subject to arrest or seizure by claimants as security for maritime torts committed by the vessel or usus, a breach of a fleet mortgage secured by the vessel, or the failure by us to pay for necessities, including fuel and repair services, which were furnished to the vessel. Such arrest or seizure could preclude the vessel from working, thereby causing delays in marine segment projects.
Construction and maintenance sites are potentially dangerous workplaces and often put our employees and others in close proximity with mechanized equipment, moving vehicles, or other construction or worksite hazards. On most sites, we are responsible for safety and are contractually obligated to implement safety procedures. Our safety record is an important consideration for us and for our customers. If serious accidents or fatalities occur or our safety record was to deteriorate,deteriorates, we may be excluded from bidding on certain work, expose ourselves to possible lawsuits, and existing service arrangements could be terminated, thus having a material adverse impact on our financial position, results of operations, cash flows and liquidity. Further, regulatory changes implemented by OSHA or the U.S. Coast Guard could impose additional costs on us. Adverse experience with hazards and claims could have a negative effect on our reputation with our existing or potential new customers and our prospects for future work.
Our marine segment, which accounted for 65.5%,63.9%, 55.6%65.5% and 45.3%55.6% of our contract revenues for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively, has a significant portion of those operations performed outside of the U.S. For the years ended December 31, 2024,2025, 20232024 and 2022,2023, our international operations generated approximately 7.4%,4.9%, 5.1%7.4% and 0.9%5.1% of our contract revenues, respectively. The Bahamas represented our largest international market outside of the U.S., with our Bahamian operations representing 4.9% and 7.4% of our contract revenues for the year ended December 31, 2025 and 2024, respectively, including 14.2% and 1.8% of our unrestricted total cash balance at December 31, 2024.2025 and 2024, respectively. In addition, we intend to expand our operations to other areas outside the U.S. in the future. International operations are subject to a number of risks and uncertainties that could negatively impact our results from operations, including:
Failure to comply with environmental laws and regulations, or the permits issued under them, may result in the assessment of administrative, civil and criminal penalties, the imposition of remedial obligations and the issuance of injunctions limiting or preventing some or all of our operations. In addition, strict joint and several liability may be imposed under certain environmental laws, which could cause us to become liable for the investigation or remediation of environmental contamination that resulted from the conduct of others or from our own actions that were in compliance with all applicable laws at the time those actions were taken. Further, it is possible that we may be exposed to liability due to releases of pollutants, or other environmental impacts that may arise in the course of our operations. For instance, some of the work we perform is in underground and water environments, and if the field location maps or waterway charts supplied to us are not accurate, or if objects are present in the soil or water that are not indicated on the field location maps or waterway charts, our underground and underwater work could strike objects in the soil or the waterway bottom containing pollutants and result in a rupture and discharge of pollutants. In addition, we sometimes perform directional drilling operations below certain environmentally sensitive terrains and water bodies, and due to the inconsistent nature of the terrain and water bodies, it is possible that such directional drilling may cause a surface fracture releasing subsurface materials. These releases may contain contaminants in excess of amounts permitted by law, may expose us to remediation costs and fines and legal actions by private parties seeking damages for non-compliance with environmental laws and regulations or for personal injury or property damage. We may not be able to recover some or any of these costs through insurance or increased revenues, which may have a material adverse effect on our business, operating results and financial condition. See “Item 1. Business – Environmental Matters” for more information.
The Foreign Dredge Act of 1906, the JonesMerchant Act, the ShippingMarine Act of 19841920 (the “Jones Act”) and the Vessel Documentation Act require vessels engaged in the transport of merchandise or passengers between two points in the United States or dredging in the navigable waters of the United States to be owned and controlled by United States citizens. The United States citizen ownership and control standards require the vessel-owning entity to be at least 75% U.S. citizen-owned, thus restricting foreign ownership interests in the entities that directly or indirectly own the coastwise-qualified vessels we operate. If we were to seek to sell any portion of our marine segment that owns any of these vessels, we may have fewer potential purchasers, since some potential purchasers might be unable or unwilling to satisfy the foreign ownership restrictions described above; additionally, any sales of certain of our larger vessels to foreign buyers would be subject to approval by the U.S. Maritime Administration. As a result, the sales price for that portion of our marine segment may not attain the amount that could be obtained in an unregulated market.
From time to time in any given period, a significant percentage of our revenues may be attributable to a limited number of contracts, customers or projects. A reduction in scale, a delay in scheduled work, the completion or termination of a material contract, or the loss of a major customer could negatively impact our reputation and could have an adverse effect on our business, our revenue and results of operations. Furthermore, even if the ultimate amount of our contract revenue attributable to a particular project remains the same, delays in scheduled work may impact the timing of the recognition of our contract revenues and profits. In addition, in many cases, we work as a subcontractor or among a team of contractors. Our ability to timely execute on our work is often affected by scheduling changes or contract performance by our co-contractors, all of which are outside of our control.
For example, our Pearl Harbor Project for the United States Navy, our portion of which totals approximately $450.2$463.9 million, and our design-build contract for the Grand Bahama Shipyard totaling approximately $120.2$125.9 million may concentrate our revenues. To the extent we are unable to perform our services or experience any delays in the Pearl Harbor Project, the Grand Bahama Shipyard or any other significant project, anticipated revenue or profits associated with that project may not be realized or may otherwise shift into future periods, which may impact the accuracy of our guidance. Furthermore, if we are unable to replace projects like the Pearl Harbor Project or the Grand Bahama Shipyard upon completion of those projects, our revenue and profitability may be lower in future years.
The timing and funding of new contracts may result in volatility in our cash flow and profitability. These factorsfactors, as well as others that may cause our actual financial results to vary from any publicly disclosed earnings guidance and forecastsforecasts, are outside of our control.
Our revenues are generated from project-based work. It is generally very difficult to predict the timing and source of awarded contracts, and the timing of revenue under awarded contracts. The selection of, timing of, or failure to obtain projects, delays in awards of projects, the rebidding or termination of projects due to budget overruns, or the cancellations of projects or delays in completion of contracts could result in the under-utilization of our assets and reduce our cash flows and profitability, or cause revenues to be shifted further into the future. Even if we are awarded contracts, we face additional risks that could affect whether, or when, work will begin. For example, some of our contracts are subject to financing and other contingencies that may delay or result in termination of projects. This may make it difficult to match workforce size and equipment location with contract needs. In some cases, we may be required to bear the cost of a readily available workforce and fleet of equipment that is larger than needed at the time, resulting in unpredictability in our cash flow, expenses and profitability. If an expected contract award or the related notice to proceed is delayed or not received, we could incur substantial costs without receipt of any corresponding revenues, or the revenues could appear in periods later than expected. Delays by our customers in obtaining required approvals and permits for their infrastructure projects may delay their awarding contracts for those projects and once awarded, the ability to commence construction under those contracts. Moreover, construction projects for which our services are contracted may require significant expenditures by us prior to receipt of relevant payments by a customer and may expose us to potential credit risk if such customer should encounter financial difficulties. Such expenditures could reduce our cash flows and necessitate increased borrowings under our UMB Credit Agreement.Agreement (as defined below). In addition, a change in the timing of a construction project may impact future revenue. If a project is delayed, revenue that we expect to receive may appear in periods later than we initially expected, which may impact the accuracy of our guidance. Finally, the winding down or completion of work on significant projects that were active in previous periods will reduce our revenue and earnings if such significant projects have not been replaced in the current period. From time to time, we may publicly provide earnings or other forms of guidance, which reflect our predictions about future revenue, operating costs and capital structure, among other factors. Any such predictions may be impacted by these factors as well as others that are beyond our control and might not turn out to be accurate.
Acquisitions and mergers may disrupt our business, and integrating acquired companies may be more difficult, costly, or time-consuming than we expect.
Our growth strategy includes, among other things, acquisitions and vertical integrations. For example, on February 3, 2026, we completed the acquisition of JEM. Our acquisition activities could be material to our business and involve a number of significant risks, including the following:
The economic benefits expected to result from acquisitions might not occur or may be less than we expect. As with any acquisition, there also may be business disruptions that cause us to lose customers. Failure to successfully identify, acquire and integrate businesses could have an adverse effect on our business, operating results and financial condition, and ability to implement our strategy.
Our financial performance will be negatively impacted if we are unable to execute our growth strategy.
Our current growth strategy is to pursue growth through greenfield expansion, acquisitions, vertical integration and diversification. Our ability to grow organically through greenfield expansion depends on our ability to identify, bid upon, win and perform new and additional projects, and we may not be successful in those endeavors. Our ability to grow organically further depends on our ability to recruit and retain qualified personnel, to fund growth at a reasonable cost, access to sufficient capital resources, competitive factors, and changes in laws and regulations. If we grow too quickly, whether organically or through acquisitions, we may be unable to control costs and maintain our operational standards and such growth could materially and adversely affect our financial condition and results of operations.
On February 4, 2022, President Biden issued Executive Order 14063, and on December 22, 2023 the Federal Acquisition Regulatory Council issued a final rule (effective January 22, 2024) that generally requires federal agencies, subject to specified exceptions, to include project labor agreement (“PLA”) requirements on certain federal construction projects estimated to cost the U.S. Government at least $35 million (and permits agencies, in certain circumstances, to require PLAs below that threshold). Although aspects of the PLA mandate have been challenged in litigation, including a January 21, 2025 decision of the U.S. Court of Federal Claims in a bid protest context, the rule has not been blocked nationwide, and agencies may continue to include PLA requirements in solicitations. If we (or our subcontractors) are required to enter into a PLA on a federal project, we could incur higher labor and compliance costs, face staffing/subcontracting constraints, or experience labor-related disruptions, which could have a material adverse effect on our business, operating results and financial condition.
On February 4, 2022, former U.S. President Biden signed Executive Order 14063, which provided that, with certain exceptions, government contractors and subcontractors working on federal construction projects that are estimated to cost the U.S. government at least $35 million must become a party to a project labor agreement with one or more appropriate labor organizations. On December 22, 2023, the U.S. Federal Acquisition Regulatory Council issued a final rule consistent with the executive order, which went into effect on January 22, 2024. On January 21, 2025, the United States Court of Federal Claims upheld a challenge to the validity of the final rule. In the event the rule is ultimately determined by a high court to be valid and our operations are determined not to satisfy any of the exceptions of the rule or the government otherwise determines that our operations with respect to any future federal project must comply with the rule, then we may be required to enter into project labor agreements which would be disruptive to our operations and could have a material adverse effect on our business, operating results and financial condition.
Many of our marine segment employees are covered by federal maritime law, including provisions of the Jones Act, the Longshore and Harbor Workers Act,Compensation Act (“USL&HLHWCA”) and the Seaman’s Wage Act. Jones Act laws typically operate to make liability limits established by USL&H and state workers’ compensation laws inapplicable to these employees and to permit these employees and their representatives to pursue litigation against employers for job-related injuries. For employees that do not qualify for the Jones Act, but are still injured while performing work on or around navigable waters, the LHWCA is a federal law that provides for the payment of compensation, medical care, and vocational rehabilitation services to such employees. Because in some cases we are not protected by the limits imposed by state workers’ compensation statutes, we have greater exposure for claims made by these employees as compared to employers whose employees are not covered by these provisions.
We rely heavily on computer information, and communications technology and related systems in order to properly operate our business. From time to time, we experience occasional system interruptions and delays. In the event we are unable to regularly deploy software and hardware, effectively upgrade our systems and network infrastructure, and take other steps to maintain or improve the efficiency and efficacy of our systems, the operation of such systems could be interrupted or result in the loss, corruption, or release of data. In addition, our computer and communication systems and operations could be damaged or interrupted by natural disasters, telecommunications failures, power loss, acts of war or terrorism, computer viruses, malicious code, physical or electronic security breaches, intentional or inadvertent user misuse or error, or similar events or disruptions. Any of these or other events could cause interruptions, delays, loss of critical and/or sensitive data or similar effects, which could have a material adverse impact on our business, financial condition, protection of intellectual property, and results of operations, as well as those of our clients.
Tax law changes in the U.S. and abroad could increase our effective tax rate, cash taxes, or compliance costs and adversely affect our results. The European Union’s implementation of the Organisation for Economic Co-operation and Development’s Pillar Two 15% global minimum tax regime, and similar measures under consideration in other jurisdictions, could increase our tax expense depending on how and when countries adopt and apply these rules, even though we do not currently expect a significant impact.
On December 15, 2022, the European Union (EU) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (OECD) Pillar Two Framework that was supported by over 130 countries worldwide. The EU’s Pillar Two Directive effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive. On July 17, 2023, the OECD published Administrative Guidance proposing certain safe harbor rules that effectively extend certain effective dates to January 1, 2027. EU Member States will still need to adopt the OECD Administrative Guidance in their local Pillar Two legislation for such safe harbor rules to apply. A significant number of other countries are also considering implementing similar legislation. We are continuing to evaluate the potential impact on future periods of the Pillar Two Framework, pending legislative adoption by additional individual countries, including those within the European Union. At this time, we do not expect the impact to be significant.
At December 31, 2024,2025, ourwe totalhad no outstanding indebtedness under our three-yearfive-year $103.0$120.0 million senior secured credit facility (the “UMB Credit Agreement”), dated MayDecember 15,23, 2023, as amended, was approximately $23.0 million.2025. We must comply with variouscustomary affirmative and negative covenants contained in ourthe UMB Credit Agreement, some of which may restrict the way in which we would like to conduct our business. Among other things, ourthese requirements under our debt instruments could potentially limit our ability to:
We may incur additional indebtedness in the future by issuing debt instruments, under new credit agreements, under joint venture credit agreements, under capital leases or synthetic leases, on a project-finance or other basis or a combination of these. If we incur additional indebtedness in the future, it likely would be under arrangements that may have terms and conditions at least as restrictive as those contained in our existingUMB Credit Agreement. At December 31, 2024,2025, available capacity to borrow on the revolving lines of credit was $26.7$60.0 million. Failure to comply with the terms and conditions of any existing or future indebtedness, including current or prospective covenants, would constitute an event of default. If an event of default occurs, the lenders will have the right to accelerate the maturity of such indebtedness and foreclose upon the collateral, if any, securing that indebtedness.
Borrowings under the UMB Credit Agreement allow for loans at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed will remain the same, and our net income and operating cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. Additionally, rising interest rates may increase our cost of capital and, therefore, reduce the amount of capital available to fund our operations.
In the future, we may enter into interest rate swaps and other derivative instruments that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility. However, we may not maintain those instruments with respect to all of our variable rate indebtedness, and any instruments we enter into may not fully mitigate our interest rate risk and subject us to counter-party credit risk.
Additionally, rising interest rates may increase our cost of capital and, therefore, reduce the amount of capital available to fund our operations.
Management's Discussion & Analysis (MD&A)
New heading “JEM Acquisition”
New heading “UMB Credit Agreement”
New heading “Year ended December 31, 2025 compared with year ended December 31, 2024”
New heading “Year ended December 31, 2025 compared with year ended December 31, 2024”
New heading “Concrete Segment”
New heading “Concrete Segment”
Removed heading “Year ended December 31, 2023 compared with year ended December 31, 2022”
Removed heading “Year ended December 31, 2023 compared with year ended December 31, 2022”
Removed heading “Amendment No. 6 to the Credit Agreement”
Removed heading “Bonding Capacity”
Largest changes
“Demand for our concrete segment’s services continues, although timing of certain new project releases could be delayed as a result of inflation, interest rates, labor concerns, supply chain delays and macroeconomic impacts. We currently see long-term demand for our concrete construction services in the Texas building sector as Texas’s major metropolitan areas, and expanding suburbs continue to be leading locations for population and business growth. …”see in full comparison
“Demand for our concrete segment’s services remains steady, although the timing of certain project releases may be affected by inflationary pressures, interest rate uncertainty, labor availability, supply chain constraints, and broader macroeconomic conditions. We continue to see favorable long-term demand fundamentals for our concrete construction services, supported by population growth, business expansion, and infrastructure investment across our core and expanding markets.”see in full comparison
“Year ended December 31, 2025 compared with year ended December 31, 2024”see in full comparison
“Year ended December 31, 2023 compared with year ended December 31, 2022”see in full comparison
“Year ended December 31, 2025 compared with year ended December 31, 2024”see in full comparison
“Year ended December 31, 2023 compared with year ended December 31, 2022”see in full comparison
Full comparison: every changed paragraph (76)
The following discussion and analysis of our financial condition and results of operations is based on and should be read in conjunction with our consolidated financial statements and the accompanying notes beginning on page F-1 of this Annual Report on Form 10-K. Certain statements made in our discussion may be forward-looking. Forward-looking statements involve risks and uncertainties and a number of other factors that could cause actual results or outcomes to differ materially from our expectations. See “Forward-Looking Statements” at the beginning of this Annual Report on Form 10-K for additional discussion of some of these risks and uncertainties. Unless the context requires otherwise, when we refer to the “Company,” “we,” “us” and “our,” we are describing Orion Group Holdings, Inc. and its consolidated subsidiaries and affiliates.
We are a leading specialty construction company serving the infrastructure, industrial, and building sectors, providing services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through our marine segment and our concrete segment.
Our marine segment provides construction and dredging services, including marine transportation facility construction, marine pipeline construction, construction of marine environmental structures, dredging of waterways, channels, and ports, environmental dredging, engineering and design, and specialty services related to marine construction, fabrication, and dredging.
Our concrete segment provides turnkey concrete construction services, including concrete placement and finishing, site preparation, layout, forming, and rebar placement for large commercial, structural, and other concrete projects.
Orion Group Holdings, Inc. and 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 United States, Alaska, Hawaii, Canada and the Caribbean Basin through our marine segment and our concrete segment. Our marine segment provides construction and dredging services including marine transportation facility construction, marine pipeline construction, marine environmental structures construction, dredging of waterways, channels and ports, environmental dredging, design, and specialty services related to marine construction, fabrication, and dredging. Our concrete segment provides turnkey concrete construction services including concrete surface place and finish, site preparation, layout, forming, and rebar placement for large commercial, structural and other associated business areas. We are headquartered in Houston, Texas with regional offices throughout our operating areas.
JEM Acquisition
On February 3, 2026, we entered into a Securities Purchase Agreement (the “JEM Purchase Agreement”) and completed an acquisition (the “JEM 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, “JEM”).
The purchase price consisted of: (a) $50.0 million in cash, subject to adjustments pursuant to the purchase agreement; a $12.0 million unsecured subordinated promissory note issued to the sellers; and 182,392 shares of Orion’s common stock, and (b) contingent post-closing cash payments dependent upon project profit realized from contracts of JEM under backlog identified in the JEM Purchase Agreement. The cash consideration and related expenses was funded with cash on hand and borrowings of approximately $46.9 million under the UMB Credit Agreement (as defined below).
JEM is engaged in the business of providing dredging, jetty and breakwater construction, environmental restoration and rehabilitation, and dam and spillway construction.
UMB Credit Agreement
On December 23, 2025, we entered into a five-year $120.0 million Credit Agreement (the “UMB 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 UMB 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.
In 2024,2025, we recorded revenues of $796.4$852 million, an increase of 11.9%7% as compared with 2023.2024. $521.3$545 million of total revenue was attributable to our marine segment and the remaining $275.1$307 million to our concrete segment. Our net lossincome was $1.6$2.5 million, as compared with net loss of $17.9$1.6 million in the prior year. In addition, we ended 20242025 with a consolidated backlog of $729.1$640 million.
Demand for our marine construction services remains strong, supported by our differentiated capabilities, specialized equipment fleet, and diversified service offerings within the marine construction industry. We continue to pursue opportunities that support the maintenance, repair, and expansion of infrastructure that facilitates the movement of goods and people across waterways. Long-term demand is driven by the expansion of the Panama Canal, the continued increase in the size of global shipping fleets, and the resulting need for U.S. ports and private marine infrastructure owners to deepen channels, strengthen wharves, and modernize marine structures to accommodate larger vessels.
In addition to port and navigation-related work, demand for marine construction services continues to be supported by public-sector infrastructure investment, coastal restoration initiatives, and energy-related marine construction. We believe our current equipment fleet and operating capabilities position us well to compete for and execute projects across both public and private end markets.
Demand for our marine construction services continues, given our differentiated capabilities and service offering within the space. We continue to see bid opportunities to help maintain and expand the infrastructure that facilitates the movement of goods and people on or over waterways. Opportunities from local port authorities and private clients are expected to expand over the long-term due to the need to accommodate larger ships and deeper drafts because of the expanded Panama Canal. In addition, the $1.2 trillion Infrastructure Investment and Jobs Act contains billions of dollars allocated to ports and water infrastructure, bridges, and causeways. We believe our current equipment fleet will allow us to meet market demand for projects from both our public and private customers.
In the long-term, we see positive trends in demand for our services in our end markets, including:
Demand for our concrete segment’s services continues, although timing of certain new project releases could be delayed as a result of inflation, interest rates, labor concerns, supply chain delays and macroeconomic impacts. We currently see long-term demand for our concrete construction services in the Texas building sector as Texas’s major metropolitan areas, and expanding suburbs continue to be leading locations for population and business growth. Population growth throughout our markets continues to drive new distribution centers, education facilities, office expansion, retail and grocery establishments, new multi-family housing units, and structural towers for business, residential or mixed-use purposes. The diversified Texas economy provides us with multiple sources of bid opportunities. Additional demand for concrete services in our markets could be provided by work as part of the federal infrastructure bill.
InOver the long-term,long term, we seeexpect positivefavorable demand trends in demands for our servicesmarine insegment, ourdriven end markets, includingby:
Demand for our concrete segment’s services remains steady, although the timing of certain project releases may be affected by inflationary pressures, interest rate uncertainty, labor availability, supply chain constraints, and broader macroeconomic conditions. We continue to see favorable long-term demand fundamentals for our concrete construction services, supported by population growth, business expansion, and infrastructure investment across our core and expanding markets.
In Texas, major metropolitan areas and surrounding suburban corridors continue to experience strong population and commercial growth, supporting demand for warehouse and distribution facilities, education and institutional projects, office and retail development, grocery stores, multi-family housing, and structural concrete work for business, residential, and mixed-use developments. Texas also continues to see growth in data center construction, supported by the availability of developable land and access to power and fiber infrastructure. In addition, we are seeing increasing opportunities in other high-growth markets, including Florida, which supports our strategy to selectively expand our geographic footprint and diversify our revenue base.
Over the long term, we expect favorable demand trends for our concrete segment, driven by:
Beginning in the first quarter of fiscal 2026,we will update our reportable segments to better align with how management evaluates performance and allocates resources. Specifically, we will no longer allocate our corporate expenses to our operating segments. Rather, corporate expenses will be reported as a separate non-operating segment.
●Population growth in the state of Texas driven by corporate relocations;
●Potential opportunities related to the IIJA.
Our contract backlog represents our estimate of the revenues we expect to realize under the portion of contracts remaining to be performed. Given the typical duration of our contracts, which is generally less than a year, our backlog at any point in time usually represents only a portion of the revenue that we expect to realize during a twelve-month period. We have not been adversely affected by contract cancellations or modifications in the past; howeverhowever, we may be in the future, especially in periods of economic uncertainty.
We are optimistic in our end-markets and in the opportunities that are emerging across our various marketplaces as evidenced by the $1.2 billion of quoted bids outstanding at quarter end. Of this amount, approximately $248 million was either awarded to us and contracted, or awarded and pending contract, subsequent to December 31, 2024.
These estimates are subject to fluctuations based upon the scope of services to be provided, as well as factors affecting the time required to complete the project. Backlog is not necessarily indicative of future results. In addition to our backlog under contract, we also have a substantial number of projects in negotiation or pending award at any given time. Delays in decisions on pending awards also have a negative impact on the timing and amount by which we are able to increase backlog.
Year ended December 31, 2025 compared with year ended December 31, 2024
Contract revenues. Contract revenues for the year ended December 31, 2025 of $852.3 million increased $55.9 million or 7% as compared to $796.4 million in the prior year period. The increase was primarily due to new awards and higher volume across the business.
Gross profit. Gross profit was $105.6 million for the year ended December 31, 2025 compared to $91.2 million in the prior year period, an increase of $14.4 million or 16%. Gross profit in the year ended December 31, 2025 was 12% of total contract revenues as compared to 11% in the prior year period. The increase was primarily driven by strong project execution and increased utilization.
Selling, general and administrative expense. Selling, General and Administrative (“SG&A”) expenses were $93.5 million for the year ended December 31, 2025 compared to $82.5 million in the prior year period, an increase of $11.0 million or 13%. As a percentage of total contract revenues, SG&A expenses increased from 10% to 11%. The increase in SG&A expense was primarily driven by spending to support business growth.
Gain on disposal of assets, net. During the year ended December 31, 2025 and 2024 we realized $2.5 million and $2.9 million, respectively, of net gains on disposal of assets.
Other income, net of expense. Other expense primarily reflects interest on our borrowings and expenses related to the extinguishment of debt, partially offset by interest income and non-operating gains or losses.
Income tax expense. We recorded tax expense of $0.4 and $0.3 million in the years ending December 31, 2025 and 2024, respectively.
Selling, Generalgeneral and Administrativeadministrative Expense.expense. Selling, General and Administrative (“SG&A”) expenses were $82.5 million for the year ended December 31, 2024 compared to $69.4 million in the prior year period, an increase of $13.1 million or 18.9%. As a percentage of total contract revenues, SG&A expenses increased from 9.8% to 10.4%. The increase in SG&A dollars and percentage reflect an increase in IT, compensation, business development spending, and higher legal costs related to pursuing project-related claims.
Year ended December 31, 2023 compared with year ended December 31, 2022
Contract Revenues. Contract revenues for the year ended December 31, 2023 of $711.8 million decreased $36.5 million or 4.9% as compared to $748.3 million in the prior year period. The decrease was primarily due to weather and customer delays in both businesses in the first quarter of 2023 and a reduction of concrete segment revenue in central Texas, partially offset by an increase in marine revenue primarily related to the Pearl Harbor Project.
Gross Profit. Gross profit was $61.7 million for the year ended December 31, 2023, compared to $50.7 million in the prior year period, an increase of $11.0 million or 21.5%. Gross profit was 8.7% of total contract revenues in the year ended December 31, 2023, compared to 6.8% in the prior year period. The increase in gross profit dollars and margin was primarily due to actions to manage costs during project delays, including reallocating equipment, reducing the size of the fleet, headcount reductions, and realizing margin improvements in the concrete business that reflected our margin improvement initiatives.
Selling, General and Administrative Expenses. SG&A expenses were $69.4 million for the year ended December 31, 2023, compared to $62.5 million in the prior year period, an increase of $6.9 million, or 11.1%. As a percentage of total contract revenues, SG&A expenses increased from 8.4% to 9.8% for the year ended December 31, 2023 and December 31, 2022, respectively. The increase in SG&A dollars and percentage was primarily due to the decrease in concrete segment revenue, an increase in bonus expense as a result of our strong performance relative to the budget and the addition of strategic new leadership positions in the year ended December 31, 2023, partially offset by lower consulting expense related to the completion of the management transition.
Gain on Disposal of Assets, net. During the year ended December 31, 2023 and 2022, we realized $8.5 million and $5.0 million, respectively, of net gains on disposal of assets. Included in the current year amount is a net gain of $5.2 million related to the sale-leaseback of our Port Lavaca South Yard property in Texas. See Note 11 of the Notes to the Financial Statements in this Form 10-K for a further description of the sale of property.
Intangible Asset Impairment Loss. During the year ended December 31, 2023, we recorded a $6.9 million intangible asset impairment loss due to our strategic decision to rebrand the concrete segment under the Orion banner. The segment had previously operated under its prior name, TAS Concrete Construction, since its acquisition in 2015. The rebranding reflects a strategic initiative to integrate our different service offerings under one banner to leverage Orion’s brand reputation and to deliver greater value and seamless execution for our customers. See Note 8 of the Notes to the Financial Statements in this Form 10-K for a further discussion of the intangible asset impairment loss.
Other Expense, net. Other expense, net primarily reflects interest on our borrowings, partially offset by interest income and non-operating gains or losses. Interest expense for the year ended December 31, 2023 of $11.7 million increased $7.2 million, as compared to $4.5 million in the prior year period. This increase was primarily due to an increase in the weighted average interest rate from 6.23% in the prior year period to 12.00% in the current year period as a result of the terms of our new Credit Agreement with White Oak and an increase in the weighted average debt outstanding in the current year period as compared to the prior year period.
Income Tax Expense. We recorded tax expense of $0.3 million in the year ended December 31, 2023, compared to tax expense of $0.4 million in the prior year period. Our effective tax rate for the year ended December 31, 2023 was (1.9)%, which differs from the federal statutory rate of 21% primarily due to the tax impact from the valuation allowance for current year activity, state income taxes and the non-deductibility of other permanent items.
Year ended December 31, 2025 compared with year ended December 31, 2024
Marine Segment
Revenues for our marine segment for the year ended December 31, 2025 were $544.8 million compared to $521.3 million for the year ended December 31, 2024, an increase of $23.5 million, or 5%. The increase was primarily due to new awards and higher volume on our marine construction contracts.
Operating income for our marine segment for the year ended December 31, 2025 was $29.9 million, compared to $2.3 million for the year ended December 31, 2024, an increase in operating income of $27.6 million. This increase in operating income was primarily driven by increased revenue, strong project execution, and favorable utilization.
Concrete Segment
Revenues for our concrete segment for the year ended December 31, 2025 were $307.4 million compared to $275.1 million for the year ended December 31, 2024, an increase of $32.3 million, or 12%. The increase was primarily due to new awards and higher volume on our concrete contracts.
Operating loss for our concrete segment for the year ended December 31, 2025 was $15.3 million, compared to an operating income of $9.2 million for the year ended December 31, 2024, a decrease of $24.5 million. The decrease was primarily driven by seasonal weather delays and favorable concrete project close-outs in 2024 that did not reoccur in 2025.
Marine Segment
Operating income for our marine segment for the year ended December 31, 2024 was $2.3 million, compared to $3.7 million for the year ended December 31, 2023, a decrease in operating income of $1.4 million. Adjusted forExcluding the gain on the Port Lavaca South Yard property sale-leaseback in Texas that occurred during the year ended December 31, 2023, operating loss for the year ended December 31, 2023 was $1.5 million. This $3.8 million increase in operating income was primarily due to margin improvements stemming from higher quality projects and improved execution.
Concrete Segment
Year ended December 31, 2023 compared with year ended December 31, 2022
Revenues for our marine segment for the year ended December 31, 2023 were $395.9 million compared to $339.2 million for the year ended December 31, 2022, an increase of $56.7 million, or 16.7%. The increase was primarily related to the Pearl Harbor Project.
Operating income for our marine segment for the year ended December 31, 2023 was $3.7 million, compared to operating income of $9.8 million for the year ended December 31, 2022, a decrease of $6.1 million. Adjusted for the $5.2 million gain on the Port Lavaca South Yard property sale-leaseback in Texas, operating loss for the year ended December 31, 2023 was $1.5 million or a decrease of $11.3 million. This decrease in operating income was primarily due to lower equipment utilization, and higher SG&A in the current year.
Revenues for our concrete segment for the year ended December 31, 2023 were $315.9 million compared to $409.1 million for the year ended December 31, 2022, a decrease of $93.2 million, or 22.8%. This decrease was primarily due to a reduction of revenue resulting from winding down operations in Central Texas.
Operating loss for our concrete segment for the year ended December 31, 2023 was $10.3 million, compared to $17.8 million for the year ended December 31, 2022, a decrease in operating loss of $7.5 million. Adjusted for the $6.9 million intangible asset impairment loss on the TAS Commercial Concrete tradename, operating loss for the year ended December 31, 2023 was $3.4 million, or a decrease in operating loss of $14.4 million. This decrease in operating loss was primarily due to lower indirect costs due to winding down operations in Central Texas.
Changes in working capital are normal within our business given the varying mix in size, scope, seasonality and timing of delivery of our projects. At December 31, 2024,2025, our working capital was $78.2$74.3 million, as compared to $55.9$78.2 million at December 31, 2023.2024. As of December 31, 2024,2025, we had unrestricted cash on hand of $28.3$1.6 million. Our borrowing availability under our revolving portion of our UMB Credit Agreement at December 31, 20242025 was approximately $26.7$60.0 million.
Our primary liquidity needs are to finance our working capital and fund capital expenditures. Historically, our sourcesources of liquidity hashave been cash provided by our operating activities, sale of underutilized assets, and borrowings under our credit facilities.facilities, and equity issuances. The assessment of our liquidity requires us to make estimates of future activity and judgments about whether we are compliant with financial covenant calculations under our debt and other agreements and have adequate liquidity to operate. Significant assumptions used in our forecasted model of liquidity include forecasted sales, costs, and capital expenditures, as well as expected timing and proceeds of planned realasset estatesale transactions. As of December 31, 2025, management believes the Company will have adequate liquidity for its operations for at least the next 12 months.
What changed in the latest 10-Q
Risk Factors
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors” of our 2025 Form 10-K.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Six months ended June 30, 2026 compared with six months ended June 30, 2025”
New heading “Six months ended June 30, 2026 compared with six months ended June 30, 2025”
New heading “Critical Accounting Estimates”
Removed heading “Concrete Segment”
Removed heading “Sources of Capital”
Largest changes
“Six months ended June 30, 2026 compared with six months ended June 30, 2025”see in full comparison
“Six months ended June 30, 2026 compared with six months ended June 30, 2025”see in full comparison
“We were in compliance with all financial covenants under the UMB Credit Agreement as of March 31, 2026.”see in full comparison
Full comparison: every changed paragraph (35)
Certain information in this Quarterly Report on Form 10-Q, including but not limited to Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), may constitute forward-looking statements as such term is defined within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amendedamended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Our marine segment provides construction, dredging and specialty services. Construction services include construction, restoration, maintenance, dredging and repair of marine transportation facilities, marine pipelines, bridges and causeways and marine environmental structures. Dredging services generally enhance or preserve the navigability of waterways or the protection of shorelines through the removal or replenishment of soil, sand or rock. Specialty services include design, salvage, demolition, surveying, towing, diving and underwater inspection, excavation and repair. We also perform engineering design, analysis, and consulting projects for both internal and external clients.
Three months ended MarchJune 31,30, 2026 compared with three months ended MarchJune 31,30, 2025
Contract Revenues. Contract revenues for the three months ended MarchJune 31,30, 2026 of $216.3$221.9 million increased $27.6$16.6 million, or 15%,8%, as compared to $188.7$205.3 million in the prior year period. The increase was primarilydriven due to strong momentum and expansion of services inby the concrete segment, reflecting strong demand, new project awards and higher volumes. This increase was partially offset by a decreasereduction in revenue in our marine segment.revenue, primarily attributable to the timing of project start-ups due to client-related issues such as site readiness and timing of delivery of client-provided materials.
Gross Profit. Gross profit was $25.9$22.9 million for the three months ended MarchJune 31,30, 2026 compared to $23.0$25.8 million in the prior year period, ana increasedecrease of $2.9 million, or 12%.11%. The increase in gross profitdecrease was primarily driven by thelower increasemarine involume revenue,and strongequipment utilization. The decrease was partially offset by favorable project execution andwithin favorablethe completions.concrete segment.
Selling, General and Administrative Expense.Expenses. Selling, general and administrative (“SG&A”) expenses were $26.3$24.4 million for the three months ended MarchJune 31,30, 2026 compared to $22.5$22.8 million in the prior year period, an increase of $3.8$1.6 million or 16.7%.7%. The increase in SG&A was primarily attributable to costs to support business growth and the closing of the JEM Acquisition during the quarter.growth.
Gain on Disposal of Assets, net. During the three months ended MarchJune 31,30, 2026 and 2025, we realized less than $0.1 million and $0.4 million, respectively, of net gains on disposal of assets.assets of $0.2 million and $0.4 million, respectively.
Other Expense, net of Income.net. Other expense primarily reflects interest on our borrowings, partially offset by interest income.
Income Tax Expense (Benefit). We recorded tax expense of $0.5 million in the three months ended June 30, 2026, compared to a tax benefit of $0.2 million in the prior year period.
Six months ended June 30, 2026 compared with six months ended June 30, 2025
Contract Revenues. Contract revenues for the six months ended June 30, 2026 of $438.2 million increased $44.3 million, or 11%, as compared to $393.9 million in the prior year period. The increase was primarily due to the concrete segment, reflecting strong demand, new project awards, and higher volumes. This increase was partially offset by a reduction in marine revenue, primarily attributable to the timing of project start-ups.
Gross Profit. Gross profit was $48.8 million for both the six months ended June 30, 2026 and in the prior year period. While revenues increased during the same periods, revenue mix and lower equipment utilization in our marine segment caused gross profit to remain flat.
Selling, General and Administrative Expenses. SG&A expenses were $51.1 million for the six months ended June 30, 2026 compared to $45.3 million in the prior year period, an increase of $5.8 million or 13%. The increase in SG&A was due to costs associated with the JEM Acquisition and other costs to support business growth.
Gain on Disposal of Assets, net. During the six months ended June 30, 2026 and 2025, we realized net gains on disposal of assets of $0.2 million and $0.8 million, respectively.
Other Expense, net. Other expense primarily reflects interest on our borrowings, partially offset by interest income.
Income Tax (Benefit) Expense.Benefit. We recorded a tax benefit of $6.9$6.4 million in the threesix months ended MarchJune 31,30, 2026, compared to tax expense of $0.1 million in the prior year period. The tax benefit for the threesix months ended MarchJune 31,30, 2026 primarily relates to a decrease in the valuation allowance attributable to the recognition of the deferred tax liabilities arising from the fair value adjustments recorded as part of the JEM Acquisition. These deferred tax liabilities represent a source of future taxable income that supports the realizability of the Company'sCompany’s deferred tax assets.
Three months ended MarchJune 31,30, 2026 compared with three months ended MarchJune 31,30, 2025
Marine Segment
Revenues for our marine segment for the three months ended MarchJune 31,30, 2026 were $110.1$130.8 million compared to $127.2$135.3 million for the three months ended MarchJune 31,30, 2025. Operating income for our marine segment for the three months ended MarchJune 31,30, 2026 was $6.6$7.7 million, compared to $12.3$13.7 million for the three months ended MarchJune 31,30, 2025. TheMarine decreasesrevenue wasand operating income were down primarily drivendue byto the timingdelays of project completionsstart-ups and newlower projectequipment starts during the quarter.utilization.
Concrete Segment
Revenues for our concrete segment for the three months ended MarchJune 31,30, 2026 were $106.2$91.0 million compared to $61.5$70.0 million for the three months ended MarchJune 31,30, 2025. Operating income for our concrete segment for the three months ended MarchJune 31,30, 2026 was $7.7$4.2 million, compared to operating income of $1.8$2.6 million for the three months ended MarchJune 31,30, 2025. The increaseincreases waswere primarily driven by robust demand, an expansion ofinto site civil services and strong project execution during the quarter.execution.
Six months ended June 30, 2026 compared with six months ended June 30, 2025
Revenues for our marine segment for the six months ended June 30, 2026 were $241.0 million compared to $262.5 million for the six months ended June 30, 2025. Operating income for our marine segment for the six months ended June 30, 2026 was $14.3 million, compared to $26.0 million for the six months ended June 30, 2025. Marine revenue and operating income were down primarily due to delays in project start-ups and lower equipment utilization.
Revenues for our concrete segment for the six months ended June 30, 2026 were $197.2 million compared to $131.5 million for the six months ended June 30, 2025. Operating income for our concrete segment for the six months ended June 30, 2026 was $11.9 million, compared to operating income of $4.4 million for the six months ended June 30, 2025. The increases were primarily driven by robust demand, an expansion into site civil services and strong project execution.
Changes in working capital are normal within our business given the varying mix in size, scope, seasonality and timing of delivery of our projects. At MarchJune 31,30, 2026, our working capital was $76.2$92.0 million, as compared to $74.3 million at December 31, 2025. As of MarchJune 31,30, 2026, we had unrestricted cash on hand of $6.3$2.5 million. Our borrowing availability under the revolving portion of our UMB Credit Agreement at MarchJune 31,30, 2026 was approximately $45.6$22.6 million.
Our primary liquidity needs are to finance our working capital and fund capital expenditures. Historically, our sources of liquidity have been cash provided by our operating activities, sale of underutilized assets, borrowings under our credit facilities, and equity issuances. The assessment of our liquidity requires us to make estimates of future activity and judgments about whether we are compliant with financial covenant calculations under our debt and other agreements and have adequate liquidity to operate. Significant assumptions used in our forecasted model of liquidity include forecasted sales, costs, and capital expenditures, as well as expected timing and proceeds of planned asset sale transactions. As of MarchJune 31,30, 2026, management believes the Company will have adequate liquidity for its operations for at least the next 12 months.
The following table provides information regarding our cash flows and our capital expenditures for the threesix months ended MarchJune 31,30, 2026 and 2025 (in thousands):
Operating Activities. During the threesix months ended MarchJune 31,30, 2026, we generatedused approximately $4.9$12.7 million of cash in our operating activities. The net cash inflowoutflow was comprised of $7.1$14.6 million of cash inflows from net income, after adjusting for non-cash and non-operating items, partially offset by $2.1$27.3 million of outflows related to changes in net working capital. The changes in net working capital, which are reflected as changes in operating assets and liabilities in our Condensed Consolidated Statements of Cash Flows, were primarily driven by a $8.0$56.6 million outflow pursuant to the relative timing and significance of project progression and billings during the period and a $3.1 million decrease in operating lease liabilities and $0.8 million of other outflows, partially offset by a $30.7 million cash inflow related to a decrease in our net positions of accounts receivable, accounts payable, and accrued liabilities during the period and a $2.6$2.5 million decrease in prepaid expenses. This was partially offset by $11.1 million of cash outflows pursuant to the relative timing and significance of project progression and billings during the period and a $1.5 million decrease in operating lease liabilities.
Investing Activities. During the threesix months ended MarchJune 31,30, 2026, we used approximately $52.1$62.3 million of cash in our investing activities. Cash used in investing activities relating to the JEM Acquisition totaled $44.0$42.9 million in the threesix months ended MarchJune 31,30, 2026. Capital asset additions and betterments to our fleet were $8.6$20.1 million and $9.0$16.2 million in the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.
Financing Activities. During the threesix months ended MarchJune 31,30, 2026, we usedwere provided approximately $52.3$75.9 million of cash inby our financing activities. During the threesix months ended MarchJune 31,30, 2026, we had net borrowings of $13.0$36.0 million on the UMB revolving credit line andline, borrowings of $40.0 million related to the JEM Acquisition.Acquisition and borrowings of $2.0 million related to the UMB equipment line of credit.
Sources of Capital
On December 23, 2025, we entered into the five-year $120 million UMB Credit Agreement, which includes a $60 million asset based revolving credit line, a $40 acquisition term loan, and a $20 million equipment term loan.
We were in compliance with all financial covenants under the UMB Credit Agreement as of March 31, 2026.
Critical Accounting Estimates
Refer to our 2025 Form 10-K for a description of our critical accounting estimates that require us to make estimates and assumptions that affect both the Company’s carrying values of its assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. There have been no material changes or developments during the reporting period with respect to methodologies that we used when developing critical accounting estimates as disclosed in our 2025 Form 10-K.
ORN insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 4 Form 4 filings (4 insiders, 1 trade date, 33,025 shares, about $320.8K) and open-market sales in 2 filings (1 insider, 3 trade dates, 40,695 shares, about $606.5K). Net open-market shares: -7,670 (purchases minus sales); net value about -$285.7K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-15 | Earle Edward Chipman |
Grant/award | 2,000 | $7.70 | $15.4K |
| 2026-09-15 | Vasquez Alison Gaut |
Grant/award | 2,000 | $7.70 | $15.4K |
| 2026-09-15 | Boone Travis J |
Grant/award | 2,000 | $7.70 | $15.4K |
| 2026-07-31 | Earle Edward Chipman |
Open-market purchase | 5,000 | $9.81 | $49.0K |
| 2026-07-31 | Vasquez Alison Gaut |
Open-market purchase | 5,025 | $9.95 | $50.0K |
| 2026-07-31 | Sullivan Mary E |
Open-market purchase | 3,000 | $9.79 | $29.4K |
| 2026-07-31 | Ledford Robert |
Open-market purchase | 20,000 | $9.62 | $192.4K |
| 2026-06-23 | Vasquez Alison Gaut |
Shares withheld for tax | 2,325 | $15.56 | $36.2K |
| 2026-05-19 | Ledford Robert |
Grant/award | 7,236 | — | — |
| 2026-05-19 | Smith Quentin P. Jr. |
Grant/award | 7,236 | — | — |
| 2026-05-19 | Sullivan Mary E |
Grant/award | 7,236 | — | — |
| 2026-05-19 | Shanfelter Austin J |
Grant/award | 7,236 | — | — |
| 2026-05-19 | Caliel Michael J |
Grant/award | 7,236 | — | — |
| 2026-05-05 | Foran Margaret M |
Open-market sale | 10,695 | $15.70 | $167.9K |
| 2026-05-04 | Foran Margaret M |
Open-market sale | 10,000 | $14.62 | $146.2K |
| 2026-05-01 | Foran Margaret M |
Open-market sale | 20,000 | $14.62 | $292.4K |
Well-known investors holding ORN (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 693,401 | $11.7M | 0.01% | Added 142% |
| Millennium Management (Israel Englander) | 2026-06-30 | 328,165 | $5.5M | 0.0% | Added 288% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 210,816 | $3.5M | 0.0% | Reduced 8% |
| Renaissance Technologies | 2026-06-30 | 133,480 | $2.2M | 0.0% | Reduced 31% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 103,295 | $1.7M | 0.0% | Reduced 30% |
| Two Sigma Investments | 2026-06-30 | 71,341 | $1.2M | 0.0% | Added 37% |
| D. E. Shaw & Co. | 2026-06-30 | 41,011 | $689.8K | 0.0% | New position |
| Tweedy, Browne | 2026-06-30 | 90,520 | $600.1K | 0.05% | Added 48% |
| Polen Capital Management | 2026-06-30 | 49,265 | $537.0K | — | Sold out |