Orion Group Holdings Inc

We are asking our stockholders to approve an amendment to the Company’s 2022 Long-Term Incentive Plan to increase the number of shares of common stock available for issuance under the 2022 LTIP and expand the per person award limitations thereunder to apply to all Eligible Persons (as defined in the 2022 LTIP). Our 2022 LTIP was initially adopted by our Board of Directors on May 19, 2022, and approved by our stockholders at the 2022 Annual Meeting. It was subsequently amended by Amendment No. 1 to the 2022 LTIP to increase the shares under the LTIP from 2,175,000 shares to 3,735,000 shares as approved by our Board on March 21, 2024 and our stockholders at our 2024 Annual Meeting. A summary of the LTIP Amendment is set forth below and the LTIP Amendment is incorporated by reference asAppendix B hereto.