Orion Group Holdings Inc

Previous wording

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.

Current wording

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.

Previous wording

The purchase price consisted of: (a) $46.0 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 Purchase Agreement. The cash consideration and related expenses were funded with cash on hand and borrowings of approximately $46.9 million under the UMB Credit Agreement (as defined below).

Current wording

The purchase price consisted of: (a) $44.9 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 Purchase Agreement. The cash consideration and related expenses were funded with cash on hand and borrowings of approximately $46.9 million under the UMB Credit Agreement (as defined below).

Previous wording

Selling, General and Administrative Expense. Selling, general and administrative (“SG&A”) expenses were $26.3 million for the three months ended March 31, 2026 compared to $22.5 million in the prior year period, an increase of $3.8 million or 16.7%. The increase in SG&Awas primarily to support business growth and the closing of the JEM Acquisition during the quarter.

Current wording

Selling, General and Administrative Expenses. Selling, general and administrative (“SG&A”) expenses were $24.4 million for the three months ended June 30, 2026 compared to $22.8 million in the prior year period, an increase of $1.6 million or 7%. The increase in SG&A was primarily attributable to costs to support business growth.

Previous wording

Gain on Disposal of Assets, net. During the three months ended March 31, 2026 and 2025, we realized less than $0.1 million and $0.4 million, respectively, of net gains on disposal of assets.

Current wording

Gain on Disposal of Assets, net. During the three months ended June 30, 2026 and 2025, we realized net gains on disposal of assets of $0.2 million and $0.4 million, respectively.

Previous wording

Other Expense, net of Income. Other expense primarily reflects interest on our borrowings, partially offset by interest income.

Current wording

Other Expense, net. Other expense primarily reflects interest on our borrowings, partially offset by interest income.

Previous wording

Contract Revenues. Contract revenues for the three months ended March 31, 2026 of $216.3 million increased $27.6 million, or 15%, as compared to $188.7 million in the prior year period. The increase was primarily due to strong momentum and expansion of services in the concrete segment, partially offset by a decrease in revenue in our marine segment.

Current wording

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.

Previous wording

Income Tax (Benefit) Expense. We recorded a tax benefit of $6.9 million in the three months ended March 31, 2026, compared to tax expense of $0.1 million in the prior year period. The tax benefit for the three months ended March 31, 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

Current wording

Income Tax Benefit. We recorded a tax benefit of $6.4 million in the six months ended June 30, 2026, compared to $0.1 million in the prior year period. The tax benefit for the six months ended June 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’s deferred tax assets.

Previous wording

Revenues for our concrete segment for the three months ended March 31, 2026 were $106.2 million compared to $61.5 million for the three months ended March 31, 2025. Operating income for our concrete segment for the three months ended March 31, 2026 was $7.7 million, compared to operating income of $1.8 million for the three months ended March 31, 2025. The increase was primarily driven by an expansion of services and strong project execution during the quarter.

Current wording

Revenues for our concrete segment for the three months ended June 30, 2026 were $91.0 million compared to $70.0 million for the three months ended June 30, 2025. Operating income for our concrete segment for the three months ended June 30, 2026 was $4.2 million, compared to operating income of $2.6 million for the three months ended June 30, 2025. The increases were primarily driven by robust demand, an expansion into site civil services and strong project execution.

Previous wording

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 March 31, 2026, our working capital was $76.2 million, as compared to $74.3 million at December 31, 2025. As of March 31, 2026, we had unrestricted cash on hand of $6.3 million. Our borrowing availability under the revolving portion of our UMB Credit Agreement at March 31, 2026 was approximately $45.6 million.

Current wording

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 June 30, 2026, our working capital was $92.0 million, as compared to $74.3 million at December 31, 2025. As of June 30, 2026, we had unrestricted cash on hand of $2.5 million. Our borrowing availability under the revolving portion of our UMB Credit Agreement at June 30, 2026 was approximately $22.6 million.

Previous wording

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 March 31, 2026, management believes the Company will have adequate liquidity for its operations for at least the next 12 months.

Current wording

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

Previous wording

The following table provides information regarding our cash flows and our capital expenditures for the three months ended March 31, 2026 and 2025 (in thousands):

Current wording

The following table provides information regarding our cash flows and our capital expenditures for the six months ended June 30, 2026 and 2025 (in thousands):

Previous wording

Operating Activities. During the three months ended March 31, 2026, we generated approximately $4.9 million of cash in our operating activities. The net cash inflow was comprised of $7.1 million of cash inflows from net income, after adjusting for non-cash and non-operating items, partially offset by $2.1 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 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 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.

Current wording

Operating Activities. During the six months ended June 30, 2026, we used approximately $12.7 million of cash in our operating activities. The net cash outflow was comprised of $14.6 million of cash inflows from net income, after adjusting for non-cash and non-operating items, offset by $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 $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 $2.5 million decrease in prepaid expenses.

Previous wording

Investing Activities. During the three months ended March 31, 2026, we used approximately $52.1 million of cash in our investing activities. Cash used in investing activities relating to the JEM Acquisition totaled $44.0

Current wording

Investing Activities. During the six months ended June 30, 2026, we used approximately $62.3 million of cash in our investing activities. Cash used in investing activities relating to the JEM Acquisition totaled $42.9 million in the six months ended June 30, 2026. Capital asset additions and betterments to our fleet were $20.1 million and $16.2 million in the six months ended June 30, 2026 and 2025, respectively.

Previous wording

Financing Activities. During the three months ended March 31, 2026, we used approximately $52.3 million of cash in our financing activities. During the three months ended March 31, 2026, we had net borrowings of $13.0 million on the UMB revolving credit line and borrowings of $40.0 million related to the JEM Acquisition.

Current wording

Financing Activities. During the six months ended June 30, 2026, we were provided approximately $75.9 million of cash by our financing activities. During the six months ended June 30, 2026, we had net borrowings of $36.0 million on the UMB revolving credit line, borrowings of $40.0 million related to the JEM Acquisition and borrowings of $2.0 million related to the UMB equipment line of credit.