Orion Group Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,** D.C. **20549

SCHEDULE** **14A

(RULE** **14a-101)

INFORMATION** REQUIRED IN PROXY **STATEMENT

SCHEDULE** 14A **INFORMATION

PROXY** STATEMENT PURSUANT TO SECTION 14(A) OF **THE

SECURITIES** EXCHANGE ACT OF **1934

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☐ Preliminary proxy statement

☐ Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))

☒ Definitive proxy statement

☐ Definitive additional materials

☐ Soliciting material under Rule 14a-12

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☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

HOUSTON, TEXAS 77020

To Our Stockholders:

On behalf of the Board of Directors, we cordially invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Orion Group Holdings, Inc. (the “Company”), which will be held on Tuesday, May 19, 2026, at 10:00 a.m. (Central). This meeting will be held in a virtual meeting format only. You will not be able to attend the 2026 Annual Meeting physically. You may vote your shares via live webcast atwww.virtualshareholdermeeting.com/ORN2026 by using the multi-digit control number included in your proxy materials. Our directors will be available during the Annual Meeting to respond to any questions you may have. At the Annual Meeting, you will be voting on:

The following pages contain the formal Notice of Annual Meeting and the proxy statement.

This year, as in previous years, we will seek to conserve natural resources and reduce annual meeting costs by electronically disseminating annual meeting materials as permitted under the rules of the Securities and Exchange Commission. Many stockholders will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access annual meeting materials via the Internet. Stockholders may also request mailed paper copies if preferred.

Important Notice Regarding Internet Availability of Proxy Materials

for the Annual Meeting of Stockholders to be held on May 19, 2026

You may access an electronic, searchable copy of this proxy statement and

the Annual Report on Form 10-K for the year ended December 31, 2025 at: www.proxyvote.com

The accompanying proxy statement provides detailed information regarding the matters to be acted upon at the Annual Meeting. In addition to the proxy statement, we have included a copy of our Annual Report to Stockholders which includes our Annual Report on Form 10-K for the year ended December 31, 2025. The Form 10-K provides information regarding our operations as well as our audited, consolidated financial statements. In accordance with Securities and Exchange Commission rules, the proxy statement, the Form 10-K, and our other proxy materials, may be found atwww.proxyvote.com.

Your vote is important. Please vote your shares as soon as possible, as this will ensure representation of your shares. Voting is available online or by telephone, or, if you have received a paper copy of our proxy materials, by paper proxy card. Returning the proxy card or voting by telephone or online does not deprive you of your right to attend the meeting virtually, and to vote your shares in the same manner for the matters to be acted upon at the meeting.

Sincerely,

E. Chipman Earle

Corporate Secretary

Houston, Texas

HOUSTON, TEXAS 77020

Important** Notice Regarding the Availability of Proxy Materials for **the

Stockholder** Meeting to Be Held on **May 19, 2026

The proxy statement and accompanying 2025 Annual Report on Form 10-K are available atwww.proxyvote.com

You may also access the proxy materials and vote your shares atwww.proxyvote.com.

NOTICE** OF 2026 ANNUAL MEETING OF **STOCKHOLDERS

**TIME AND DATE:10:00 a.m. (Central) **on Tuesday, May 19, 2026

INTERNET:** **www.virtualshareholdermeeting.com/ORN2026

Use the multi-digit control number provided in your proxy materials.

ITEMS OF BUSINESS:(1)The election of two Class I members to our Board of Directors, each to serve a three-year term and until his successor is duly elected and qualified;

(2) A non-binding advisory proposal to approve the compensation of our named executive officers as disclosed in the proxy statement (the “say-on-pay” vote);

(3)The ratification of the appointment of KPMG, LLP, as the Company’s independent registered public accounting firm for 2026;

You are invited to virtually attend and vote at the Annual Meeting through the following link: www.virtualshareholdermeeting.com/ORN2026.

This Notice of Annual Meeting of Stockholders and related proxy materials are being distributed or made available to stockholders beginning on or about April 1,2026.

By Order of the Board of Directors,

E. Chipman Earle

Corporate Secretary

Houston, Texas

CONTENTS

2026 Proxy Statement │ 2

2026 Proxy Statement │ 3

2026 Proxy Statement │ 4

HOUSTON,** TEXAS **77020

TELEPHONE:** (713) **852-6500

PROXY STATEMENT FOR THE 2026 ANNUAL

MEETING OF STOCKHOLDERS

We are providing this proxy statement, and accompanying proxy materials, to the holders of the common stock of Orion Group Holdings, Inc. (“Orion” or the “Company”) for use in connection with the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) and any adjournments or postponements thereof. The Annual Meeting will be held on May 19, 2026, at 10:00 a.m. (Central), as a virtual meeting atwww.virtualshareholdermeeting.com/ORN2026. You may access the virtual meeting using the multi-digit control number provided with your proxy materials. The proxy statement, the form of proxy, and the Company’s Annual Report for the fiscal year ended December 31, 2025 (the “Annual Report”), are first being distributed or made available to stockholders on or about April 1, 2026.

Our Board of Directors (the “Board”) has established March 20, 2026, as the record date (the “Record Date”) for determining the stockholders of record entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. Only stockholders of record at the close of business on the Record Date are entitled to virtually attend and vote on matters presented at the Annual Meeting.

This proxy statement contains important information that you should consider when deciding how to vote on the matters to be brought before the Annual Meeting. Please read it and the related materials carefully.