Orion Group Holdings Inc

(Tabular Amounts in Thousands, Except Share and per Share Amounts)

**1.**Description of Business and Basis of Presentation

Description of Business

Orion Group Holdings, Inc. and its subsidiaries (hereafter collectively referred to as the “Company” or “Orion”), 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 and concrete segments. We are headquartered in Houston, Texas.

Basis of Presentation

The accompanying condensed consolidated financial statements and financial information included herein have been prepared pursuant to the interim period reporting requirements of Form 10-Q. Accordingly, these financial statements do not include certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and should be read together with our Annual Report on Form 10-K for the year ended December 31, 2025.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented. Such adjustments are of a normal recurring nature. Interim results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results realizable for the year ending December 31, 2026.

**2.**Recent Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) issues accounting standards and updates (each, an “ASU”) from time to time to its Accounting Standards Codification (“ASC”), which is the primary source of U.S. GAAP. The Company regularly monitors ASUs as they are issued and considers applicability to its business. All ASUs are adopted by their respective due dates and in the manner prescribed by the FASB.

In November 2024, the FASB issuedASU No. 2024-03,Income Statement—Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures. The amendments require entities to provide enhanced disaggregation of certain expense categories presented in the income statement, including details on significant components within those categories, to provide greater transparency and decision-useful information to users of financial statements. The ASU is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact that this guidance will have on the disclosures within its consolidated financial statements.

In July 2025, the FASB issuedASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments introduce a practical expedient that allows entities to assume current conditions as of the balance sheet date remain unchanged over the remaining life of current accounts receivable and current contract assets arising from transactions within the scope of ASC 606 when estimating expected credit losses. The Company adopted ASU

2025‑05 effective January 1, 2026 and elected to apply the practical expedient. Adoption of the standard did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.

**3.**Acquisition

Acquisition Overview

On February 3, 2026 (the “Acquisition Date”), the Company completed the acquisition of all of the outstanding 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”), pursuant to a Securities Purchase Agreement (the “Purchase Agreement”). J.E. McAmis, Inc. specializes in dredging, jetty and breakwater construction, environmental restoration and rehabilitation, and dam and spillway work and has historically operated primarily in Washington and Oregon, with additional projects in Canada, Florida, Alaska, and Hawaii. JEM Marine Leasing, LLC provides marine equipment leasing services to the operating business. The acquisition expands the Company’s marine platform, enhances its presence in West Coast and Pacific markets, and adds specialized dredging and marine construction capabilities. The Company has included the results of JEM in its condensed consolidated financial statements from the Acquisition Date.

Consideration Transferred

The preliminary purchase consideration consisted of (i) $44.9 million in cash, subject to customary post-closing adjustments under the Purchase Agreement, (ii) an unsecured 6%, five-year subordinated seller promissory note with a principal amount of $12.0 million, (iii)182,392 shares of the Company’s common stock, and (iv) contingent post-closing cash payments dependent upon project profit realized from contracts of JEM under backlog identified in the Purchase Agreement.

The following table shows the preliminary purchase consideration transferred:

The fair value of the common stock was measured based on the closing market price of the Company’s common stock on February 3, 2026, the Acquisition Date. The fair value of the seller promissory note was estimated using a discounted cash flow model based on the contractual payment terms and an estimated market rate of interest for similar debt instruments.

The contingent consideration was estimated using a combination of valuation techniques, including a Black-Scholes option pricing model for one tranche and a discounted cash flow model for the other tranche. Unobservable inputs included projected completion and payment dates, expected project profitability, expected volatility of the underlying performance metrics, discount rates, and risk-adjusted performance scenarios. Because the valuation relies on unobservable inputs, the contingent consideration liability is classified within Level 3 of the fair value hierarchy. During the measurement period, adjustments to the contingent consideration may be recorded as purchase accounting adjustments when based on facts and circumstances that existed as of

the Acquisition Date. Thereafter, changes in the fair value will be recognized in earnings in the period of change. As of September 30, 2026, the valuation of the contingent consideration is preliminary.

Preliminary Allocation of Purchase Price

The acquisition has been accounted for as a business combination in accordance with ASC 805, Business Combinations. The preliminary purchase price allocation reflects management’s current estimates of the fair values of the assets acquired and liabilities assumed as of the Acquisition Date. The following table summarizes the preliminary allocation of the purchase price:

The excess of the purchase consideration over the preliminary fair value of the net identifiable assets acquired and liabilities assumed was recorded as goodwill in the marine segment. Goodwill primarily reflects the value of the assembled workforce, expected synergies, expanded market opportunities, and future growth opportunities resulting from the acquisition. The goodwill is not deductible for U.S. federal income tax purposes.

Property and Equipment

Property and equipment acquired primarily consisted of marine construction equipment, vessels, vehicles and related operating assets. The preliminary fair value of the acquired property and equipment was estimated using a combination of the cost and market approaches, as applicable. Under the cost approach, fair value was based on current replacement cost, adjusted for physical deterioration and functional and economic obsolescence. Under the market approach, fair value was based on available market data for comparable assets, adjusted for differences in age, condition, capacity, utilization and other asset-specific factors. The fair value measurements were classified within Level 3 of the fair value hierarchy. The acquired property and equipment will be depreciated over its estimated remaining useful lives, which range from approximatelyone toten years.

Identifiable Intangible Assets

The following table presents the preliminary fair values and weighted-average useful lives of these assets:

The fair values of the identifiable intangible assets were estimated using income‑based approaches (e.g., multi‑period excess earnings method for customer relationships and backlog contracts and relief‑from‑royalty method for tradenames). Inputs include forecasted revenues, attrition rates, royalty rates, contributory asset charges, and discount rates commensurate with the risks of the underlying cash flows. These measurements are categorized as Level 3 in the fair value hierarchy due to the use of unobservable inputs.

Measurement Period and Status of Estimates

The purchase price allocation is preliminary and subject to change within the measurement period (not to exceed one year from the Acquisition Date) as the Company obtains additional information regarding the facts and circumstances that existed as of the Acquisition Date.

During the nine months ended September 30, 2026, the Company recorded measurement-period adjustments to the preliminary purchase price allocation. These adjustments included a $1.1 million reduction in cash consideration related to the working capital adjustment and a net $4.2 million increase in the estimated fair value of contingent consideration. The Company also revised certain preliminary estimates of assets acquired and liabilities assumed, including a $5.4 million increase in accounts payable and accrued liabilities, a $1.8 million increase in contract liabilities, a $2.0 million decrease in intangible assets, a $0.7 million decrease in property and equipment, and a $0.8 million decrease in the deferred tax liability. Collectively, these measurement-period adjustments resulted in additional goodwill of approximately $12.3 million.

As of September 30, 2026, the Company’s valuation of property and equipment, intangible assets, working capital, and income taxes remains preliminary and subject to adjustment during the measurement period.

Acquisition-Related Costs

Acquisition-related costs, consisting primarily of legal, accounting, valuation, and other professional fees, were $0.2 million and $1.8 million for the three and nine months ended September 30, 2026, respectively, and were recorded in selling, general and administrative expenses.

**4.**Revenue

Contract revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company has determined that it hastwo reportable operating segments as described in Note 16, but has disaggregated its contract revenues in terms of services provided within such segments, as follows:

Additionally, both the marine and concrete segments have limited contracts with multiple performance obligations. The Company’s contracts are often estimated and bid as one project and performance is evaluated as one project, not by individual services performed by each.

The table below represents contract revenue by type of customer for the three and nine months ended September 30, 2026 and 2025, respectively:

On March 10, 2023, the United States Navy awarded the Dragados/Hawaiian Dredging/Orion Joint Venture a contract to complete the construction of a dry dock at Pearl Harbor Naval Shipyard. The Company’s joint

venture with Dragados/Hawaiian Dredging is a related-party transaction. The Company’s portion of work as a dedicated subcontractor totals $466.5 million.

For the three months ended September 30, 2026 and 2025, the Company’s revenue related to the joint venture subcontract was approximately $12.1 million and $33.7 million, respectively. For the nine months ended September 30, 2026 and 2025, the Company’s revenue related to the joint venture subcontract was approximately $47.4 million and $100.4 million, respectively.

For the three months ended September 30, 2026, a customer in the Federal Government category, accounted for 11% of total contract revenues. For the nine months ended September 30, 2026, no single customer exceeded 10% of total contract revenues. For the three and nine months ended September 30, 2025, the United States Navy, included in the Federal Government category, accounted for 15% and 16%, respectively, of total contract revenues.

The Company does not believe that the loss of any one of its customers would have a material adverse effect on the Company or its subsidiaries and affiliates since no single specific customer sustains such a large portion of receivables or contract revenue over time.

Contract revenues generated outside the United States totaled 4% of total revenues for both the three months ended September 30, 2026 and 2025, and 3% and 5% for the nine months ended September 30, 2026 and 2025, respectively, and were primarily from the Caribbean Basin.

**5.**Concentration of Risk and Enterprise-Wide Disclosures

Accounts receivable include amounts billed to governmental agencies and private customers and do not bear interest. Balances billed to customers but not paid pursuant to retainage provisions generally become payable upon contract completion and acceptance by the owner.

The table below presents the concentrations of current receivables (trade and retainage) at September 30, 2026 and December 31, 2025, respectively:

At September 30, 2026, the United States Navy, which is included in the Federal Government category, accounted for 10% of total current receivables. At December 31, 2025, the United States Navy and a customer in the Private Companies category accounted for 20% and 12%, respectively, of total current receivables.

**6.**Contracts in Progress

Contracts in progress were as follows at September 30, 2026 and December 31, 2025:

Included in contract assets (liabilities) is approximately $17.5 million and $7.1 million at September 30, 2026 and December 31, 2025, respectively, related to claims and unapproved change orders.

Remaining performance obligations represent the transaction price of firm orders or other written contractual commitments from customers for which work has not been performed or is partially completed and excludes unexercised contract options and potential orders. As of September 30, 2026, the aggregate amount of the remaining performance obligations was approximately $645 million. Of this amount, the current expectation of the Company is that it will recognize $473 million, or 73%, in the next 12 months and the remaining balance thereafter.

**7.**Property and Equipment

The following is a summary of property and equipment at September 30, 2026 and December 31, 2025:

Substantially all of the assets of the Company are pledged as collateral under the Company’s UMB Credit Agreement as discussed in Note 10. Substantially all of the Company’s long-lived assets are located in the United States.

**8.**Fair Value

Recurring Fair Value Measurements

The fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction between willing parties. Due to their short-term nature, the Company believes that the carrying value of its accounts receivable, other current assets, accounts payable and other current liabilities approximate their fair values.

The Company classifies financial assets and liabilities into the following three levels based on the inputs used to measure fair value in the order of priority indicated:

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value requires judgment and may affect the placement of assets and liabilities within the fair value hierarchy levels.

The Company’s derivatives, which are comprised of interest rate swaps, are valued using a discounted cash flow analysis that incorporates observable market parameters, such as interest rate yield curves and credit risk adjustments, that are necessary to reflect the probability of default by us or the counterparty. The derivatives are classified as a Level 2 measurement within the fair value hierarchy. At September 30, 2026, the fair value of the swaps were approximately $0.5 million. These assets are included in the “Other non-current” asset section in the Company’s Condensed Consolidated Balance Sheets. See Note 10 for additional information on the Company’s derivative instruments.

Our concrete segment has life insurance policies with a combined face value of $11.1 million as of September 30, 2026. These policies are invested in mutual funds and the fair value measurement of the cash surrender balance associated with these policies is determined using Level 2 inputs within the fair value hierarchy and will vary with investment performance. The fair value of the cash surrender value of these policies at both September 30, 2026 and December 31, 2025 was $1.3 million. These assets are included in the “Other non-current” asset section in the Company’s Condensed Consolidated Balance Sheets.

Other Fair Value Measurements

The fair value of the Company’s debt under its UMB Credit Facility at September 30, 2026 and December 31, 2025 approximated its carrying value of $83.9 million andzero, respectively, as interest is based on current market interest rates for debt with similar risk and maturity.

**9.**Accrued Liabilities

Accrued liabilities at September 30, 2026 and December 31, 2025 consisted of the following:

**10.**Debt

On December 23, 2025, the Company entered into a $120 million Credit Agreement (as amended, 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 million revolving loan (the “UMB Revolver”), a $20 million equipment term loan and a $40 million acquisition term loan. In addition, the UMB Credit Agreement provides for a $25 million accordion option for future acquisitions (subject to customary conditions). The UMB Credit Agreement is secured by substantially all of the assets of the Company and certain of its domestic subsidiaries, subject to permitted liens, and is guaranteed, on a joint and several basis, by each existing and subsequently acquired or formed direct and indirect domestic subsidiary of the Company.

The UMB Credit Agreement is used to finance working capital and general corporate purposes, capital expenditures, permitted acquisitions and associated transaction fees, and to refinance existing indebtedness. Borrowings under the UMB Revolver may be repaid and reborrowed, subject to the borrowing base and other conditions. The UMB Credit Agreement matures in December 2030.

The UMB Credit Agreement includes a letter of credit sublimit equal to the lesser of $7.5 million and the total amount of the revolving commitments then in effect. As of September 30, 2026, the Company had approximately $3.0 million of letters of credit outstanding, primarily related to its insurance programs. The Company is subject to a commitment fee on the average daily unused amount of the revolving commitments, which accrues at a rate per annum equal to the applicable rate set forth in the UMB Credit Agreement.

The Company’s obligations under debt arrangements consisted of the following:

The Company’s borrowing availability under the UMB Revolver at September 30, 2026 was approximately $28.0 million.

Borrowings under the UMB Credit Agreement must be of the same type and may bear interest at either an alternate base rate (“ABR”) or a Secured Overnight Financing Rate (“SOFR”), in each case plus an applicable margin determined by the Company’s consolidated senior leverage ratio. The applicable margin ranges from 2.50% to 3.00% for SOFR loans and 1.50% to 2.00% for ABR loans, and the interest rate is subject to a 4.00% per annum floor.

The weighted-average interest rate under the UMB Credit Agreement was 6.2% and 6.3% for the three and nine months ended September 30, 2026, respectively.

The UMB Credit Agreement contains customary affirmative and negative covenants, including limitations on indebtedness, liens, investments, asset sales, and dividends, and includes financial maintenance covenants requiring the Company to maintain (i) a consolidated fixed charge coverage ratio of not less than 1.20 to 1.00 and (ii) a consolidated senior leverage ratio of not greater than 3.00 to 1.00, each tested periodically.

In addition, the Company’s credit agreements contain events of default that are usual and customary for similar arrangements, including non-payment of principal, interest or fees; breaches of representations and warranties that are not timely cured; violation of covenants; bankruptcy and insolvency events; and events constituting a change of control.

The Company was in compliance with all covenants under its credit agreements as of September 30, 2026 and December 31, 2025.

Seller Note

In connection with the acquisition of JEM, the Company issued an unsecured subordinated seller promissory note with an original principal amount of $12 million on the Acquisition Date. The note bears interest at 6.0% per annum and is payable infive equal annual installments of principal and interest on each anniversary of the Acquisition Date. At September 30, 2026, the carrying amount of the seller promissory note was the fair value of $10.4 million, with $1.9 million included in current maturities of long-term debt.

Other Debt

The Company had $13.4 million and $4.4 million in construction financing obligations as of September 30, 2026 and December 31, 2025, respectively, related to lessor-financed build-to-suit equipment. Under this arrangement, the lessor funds costs associated with equipment being constructed to the Company’s specifications. Because the Company is deemed to control the equipment during construction, the Company recognizes the equipment as construction in progress within property and equipment and records a corresponding financing obligation (included in other debt).

The Company has entered into debt agreements for the purpose of financing equipment purchased. As of September 30, 2026 and December 31, 2025, the carrying value of this debt waszero and $1.0 million, respectively. The agreements are secured by the financed equipment assets and the debt is included as a component of current debt and long-term debt on the Condensed Consolidated Balance Sheets.

On June 23, 2023, the Company closed on a land-sale leaseback contract for the Company’s Port Lavaca South Yard property located in Port Lavaca, Texas for a purchase price of $12 million. A portion of the operating lease above the fair value of the land was financed by the Company. As of both September 30, 2026 and December 31, 2025, the carrying value of this debt was $2.5 million.

Derivative Financial Instruments

On March 10, 2026, the Company entered into an interest rate swap with UMB Bank, N.A., to hedge changes in interest payments on a portion of its variable-rate borrowings. The swap became effective on March 1, 2026. It had an initial notional amount of $20 million and amortizes to $17 million beginning March 1, 2027, $14 million beginning March 1, 2028, and $7 million beginning March 1, 2029. The swap terminates on March 1, 2030. Under the swap, the Company pays a fixed rate of 3.58% and receives one-month Chicago Mercantile Exchange (“CME”) Term SOFR.

On June 16, 2026, the Company entered into an interest rate swap with UMB Bank, N.A., to hedge changes in interest payments on a portion of its variable-rate borrowings. The swap became effective on July 1, 2026 with a notional amount of $20 million. The swap terminates on July 1, 2027. Under the swap, the Company pays a fixed rate of 4.03% and receives one-month CME Term SOFR.

At inception, the Company designated the swaps as cash flow hedges. As a result, the effective portion of changes in the fair value of the swaps are recorded in accumulated other comprehensive income (loss) and later reclassified into interest expense in the periods when the hedged forecasted interest payments affect earnings. Any hedge ineffectiveness is recognized in current-period earnings. At each reporting date, the Company presents the fair value of the swap as a derivative asset or derivative liability in the appropriate balance sheet

caption and discloses the related amount recorded in accumulated other comprehensive income (loss). See Note 8 for more information about the valuation of the Company’s derivative instrument.

**11.**Other Long-Term Liabilities

Other long-term liabilities at September 30, 2026 and December 31, 2025 consisted of the following:

Sale-Leaseback Arrangements

On May 15, 2023, the Company entered into a $13.0 million sale-leaseback of certain equipment pursuant to which the Company leased-back the equipment for terms ranging fromone tothree years. This transaction was recorded as a deemed financing obligation.

Concurrent with the sale of the Company’s Port Lavaca South Yard property, the Company entered into atwenty-year lease agreement whereby the Company leased back the property at an annual rental rate of approximately $1.1 million, subject to annual rent increases of 2.5%. Under the lease agreement, the Company hasfour options to extend the term of the lease byfive years for each such option. The portion of this transaction related to the building was recorded as a deemed financing obligation.

On September 27, 2019, the Company entered into a purchase and sale agreement whereby the Company sold certain properties for a purchase price of $19.1 million. Concurrent with the sale of the property, the Company entered into afifteen-year lease agreement whereby the Company leased back the property at an annual rental rate of approximately $1.5 million, subject to annual rent increases of 2.0%. Under the lease agreement, the Company hastwo consecutive options to extend the term of the lease byten years for each such option. This transaction was recorded as a deemed financing obligation.

Related to the deemed financing obligation, the Company recorded liabilities for the amounts received, will continue to depreciate the non-land portion of the assets, and has imputed an interest rate so that the net carrying amount of the financial liability and remaining assets will be zero at the end of the initial lease terms.

**12.**Income Taxes

The Company’s effective tax rate is based on expected income, statutory rates and tax planning opportunities available to it. For interim financial reporting, the Company estimates its annual tax rate based on projected taxable income for the full year and records a quarterly tax provision in accordance with the anticipated annual rate.

Income tax expense (benefit) included in the Company’s accompanying Condensed Consolidated Statements of Operations was as follows:

The effective rate for the three and nine months ended September 30, 2026 differed from the Company’s statutory federal rate of 21% primarily due to permanent differences and a decrease in valuation allowance in the period. The decrease in the valuation allowance is 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.

The Company assessed the realizability of its deferred tax assets and determined that it was more likely than not that some portion or all the deferred tax assets would not be realized and therefore recorded a valuation allowance on the net deferred tax assets. The Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. The Company considers the scheduled reversal of deferred tax liabilities, available carryback periods, and tax-planning strategies in making this assessment. For the three and nine months ended September 30, 2026, the Company evaluated positive and negative evidence in determining the amount of deferred tax assets more likely than not to be realized. Based on the review of available evidence, management believes that a valuation allowance on the net deferred tax assets at September 30, 2026 remains appropriate.

**13.**Earnings Per Share

The following table reconciles the denominators used in the computations of both basic and diluted earnings per share:

For the three months ended September 30, 2026 and 2025, the Company had 136,874 and 45,325 shares, respectively, that were potentially dilutive in earnings per share calculations. For the nine months ended September 30, 2026 and 2025, the Company had 123,899 and 49,819 shares, respectively, that were potentially dilutive in earnings per share calculations.

Such dilution is dependent on the excess of the market price of the Company’s common stock over the exercise price and other components of the treasury stock method.

**14.**Share-Based Compensation

The Compensation Committee of the Company’s Board of Directors is responsible for the administration of the Company’s stock incentive plans. In general, the Company’s Long-Term Incentive Plan (“LTIP”) provides for grants of restricted shares and performance-based stock units to be issued with a per-share price not less than the fair market value of a share of common stock on the date of grant. The Company accounts for forfeitures of awards as they are incurred.

In May 2024, shareholders approved the Employee Stock Purchase Plan (“ESPP”), which became effective on September 16, 2024. The Company has reserved a total of 1,000,000 shares for issuance under the ESPP. During the three months ended September 30, 2026 and 2025, there were 98,285 and 82,873 shares, respectively, issued under the ESPP. During the nine months ended September 30, 2026 and 2025, there were 164,068 and 154,006 shares, respectively, issued under the ESPP.

The table below presents the share-based compensation expense included in the Company’s accompanying Condensed Consolidated Statements of Operations:

Under its approved LTIP, the Company grants share-based awards to its employees. The following table presents a summary of the Company’s unvested restricted share awards and performance share unit awards granted under the LTIP:

On March 3, 2026, the Company granted certain executives a total of 118,262 performance share units. The performance share units will potentially vest 100% if the target is met, with 50% of the units to be earned based on the achievement of adjusted EBITDA targets, measured over athree-year performance period and 50% of the units to be earned based on the achievement of an objective, tiered return on relative total shareholder return, measured over athree-year performance period. The Company evaluates the probability of achieving targeted award levels each reporting period. The fair value of the units awarded related to the adjusted EBITDA targets was $13.41 per share and the fair value of the units awarded related to the relative total shareholder return target was $20.36 per share valued using a Monte Carlo simulation model.

The following table presents the assumptions related to the performance share units granted in 2026 related to the relative total shareholder return, as indicated in the previous summary table:

The following table presents a summary of the unrecognized compensation cost, and the related weighted average recognition period associated with unvested restricted shares and performance share units as of September 30, 2026:

**15.**Commitments and Contingencies

The Company is involved in various legal, audit, and other proceedings that are incidental to the conduct of its business, none of which in the opinion of management will have a material effect on the Company’s financial condition, results of operations, or cash flows. Management believes that it has recorded adequate reserves and believes that it has adequate insurance coverage or has meritorious defenses for these claims and contingencies.

In October 2025, the Company received a sales tax assessment of $15 million from the State of Texas covering multiple periods. The Company believes it has meritorious defenses and based on current facts and circumstances does not believe a loss is probable.

**16.**Segment Information

The Company has determined that it hastwo reportable operating segments pursuant to ASC Topic 280, Segment Reporting: marine and concrete, both operating under the Company brand and logo, andone non-operating segment, general corporate. The Chief Operating Decision Maker (“CODM”), identified as the Chief Executive Officer, allocates resources and assesses performance based on these reportable segments.

In making this determination, management considered both quantitative and qualitative factors under ASC 280-10-50-11, including similarities in products and services, production processes, customer types, distribution methods, and regulatory environments. Although the segments share certain macroeconomic drivers, they are

managed separately and have distinct operating results reviewed by the CODM for purposes of resource allocation and performance evaluation.

Each segment has a designated management team responsible for day-to-day operations, and discrete

financial information is produced and evaluated at the segment level. Segment operating income (loss) is the primary performance measure used by the CODM in assessing performance of the segments. Segment operating income (loss) represents revenues, less direct costs of contract revenues, selling, general, and administrative expenses, and gains or losses on the disposal of assets.

The CODM reviews segment results inclusive of all expenses directly attributable to the respective segments. Interest expense, income taxes, and other non-operating items are not allocated to the segments.

Marine Segment

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.

Concrete Segment

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.

General Corporate

General Corporate includes unallocated general and administrative expenses and other corporate activities that support the Company’s overall operations, including executive management, finance, legal, human resources, information technology, treasury, and other shared services, as well as eliminations and other items not directly attributable to the marine or concrete segments.

Segment information for the periods presented is provided as follows:

Intersegment revenues totaled $1.1 million and $1.2 million for the three months ended September 30, 2026 and 2025, respectively. Intersegment revenues totaled $9.9 million and $2.8 million for the nine months ended September 30, 2026 and 2025, respectively. These primarily relate to labor and equipment services between the marine and concrete segments and are eliminated in consolidation.

**17.**Leases

The Company has operating and finance leases for office space, equipment and vehicles.

Leases recorded on the condensed consolidated balance sheets consisted of the following:

The components of lease cost were as follows:

Supplemental cash flow information related to leases is as follows: