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Orion Group Holdings Reports 4th Quarter and Full Year 2025 Results and Initiation of 2026 Guidance

HOUSTON, March 03, 2026 (GLOBE NEWSWIRE) — Orion Group Holdings, Inc. (NYSE: ORN) (the “Company” or “Orion”), a leading specialty construction company, today reported its financial results for the fourth quarter and full year ended December 31, 2025.

Highlights for the year ended December 31, 2025:
($ in millions, except EPS)

  • Revenue of $852 million, GAAP net income of $2.5 million or $0.06 per diluted share, Adjusted EBITDA of $45 million and Adjusted EPS of $0.25 per diluted share
  • Cash flow from operations of $28 million and free cash flow of $14 million
  • Booked awards and change orders of $763 million in the year
  • Completed $120 million refinancing transaction materially reducing cost of borrowing
  • Subsequent to quarter end, completed the acquisition of J.E. McAmis, strengthening jetty and breakwater marine construction capabilities
  • Initiates 2026 financial guidance that reflects attractive end markets and strategic position

Management Commentary

“2025 was a year of strong operational execution and meaningful advancement of our strategic initiatives, with top and bottom-line growth and good operating and free cash flow generation,” said Travis Boone, President and Chief Executive Officer of Orion. “Across the organization, our team delivered with discipline– executing projects safely and profitably, strengthening our balance sheet, and taking important strategic steps that position the Company for accelerated growth ahead.”

“During the year, we further strengthened our foundation and have shifted our focus to growth. The acquisition of J.E. McAmis on February 3 enhances our competitive position by adding specialized marine capabilities, strategic assets and scale that expand our ability to pursue and execute a wider scope of large, complex projects. In Concrete, our team continued to build attractive backlog by winning profitable projects, including a notable number of new data centers, and deepening relationships with leading clients. Our ability to deliver complex projects across each of our operating segments with predictable excellence has reinforced customer confidence, supporting repeat work, broader scopes, and geographic expansion. With a $23 billion pipeline of opportunity, we have clear visibility into future work and a strong runway for sustained growth.”

“We are also pleased to initiate 2026 guidance that reflects attractive revenue growth and margin expansion. As we look ahead, our strengthened platform, expanded capabilities, great people, and growing pipeline position us well to deliver long-term shareholder value in 2026 and beyond.”

Full Year 2025 Results

 Year ended
 December 31,
 December 31,
 2025
 2024
Revenue$852.3  $796.4 
GAAP Net Income (Loss)$2.5  $(1.6)
GAAP EPS$0.06  $(0.05)
Adjusted EBITDA$45.2  $41.9 
Adjusted EPS$0.25  $0.15 

See definitions and reconciliation of non-GAAP measures elsewhere in this release.

Contract revenues of $852.3 million increased $55.9 million in 2025, or 7% from $796.4 million in the prior year. The year-over-year increase was primarily due to new awards and higher volume across the business.

Gross profit was $105.6 million in 2025, an increase of $14.4 million or 16% from $91.2 million in the prior year. The increase was primarily driven by strong project execution and increased utilization.

Selling, general and administrative expenses were $93.5 million for the year, up from $82.5 million in the prior year, primarily due to increased investment to support business growth.

GAAP net income for the year ended December 31, 2025, was $2.5 million or $0.06 per diluted share, compared to a net loss of $1.6 million, or $0.05 per diluted share, in the prior year.

Adjusted EBITDA for 2025 was $45.2 million, compared to $41.9 million in the prior year. The year-over-year increase was primarily attributable to increased revenue and strong project execution.

Backlog

 December 31,  December 31, 
 2025 2024
Marine$480 $583 
Concrete 160  146 
Total$640 $729 
       

Full year 2025 backlog included approximately $763 million in new awards during the year. Recent Marine awards included an $86 million shoreline protection and beneficial use infrastructure project for the U.S. Army Corps of Engineers and the installation of a trestle platform for a river bridge. Recent Concrete awards included multiple data centers and expanded site work as well as numerous other commercial buildings.

In 2025, customer decisions were delayed primarily due to tariff-related uncertainty in the private sector and a prolonged U.S. government shut-down. We remain confident in our strong demand outlook, as supported by the tailwinds across our end markets, and in the Company’s backlog trajectory and long-term growth outlook underpinned by our vibrant, growing pipeline that is currently $23 billion inclusive of J.E. McAmis.

Recent Developments

As previously announced, on February 4, 2026, the Company completed the acquisition of J. E. McAmis, Inc. and JEM Marine Leasing LLC (together, “J.E. McAmis” or “McAmis”), for approximately $60 million, net of cash acquired, plus additional contingent consideration. Founded in 1973, J.E. McAmis is a heavy civil contractor with a proven track record for delivering complex marine construction projects in challenging environments with work spanning jetty and breakwater construction, dredging, environmental restoration, and dam and spillway construction. With a highly skilled leadership and operations team, J.E. McAmis has consistently posted high-margin growth over the last several years winning and successfully executing projects primarily in Washington and Oregon and also Canada, Florida, Alaska and Hawaii. McAmis has strong client relationships with the U.S. Department of Defense and U.S. Army Corp of Engineers, a robust $1.4 billion pipeline of opportunities, and a broad portfolio of marine and real estate assets valued at $34 million.

In late 2025, the Company purchased a large derrick barge to further increase capacity and execution flexibility. This strategic asset will enable our team to pursue a broader range of marine and defense-related work.

Balance Sheet Update

On December 23, 2025, the Company entered into a five-year $120 million Credit Agreement with UMB Bank (the “UMB Credit Facility”) that meaningfully improves our liquidity, reduces borrowing cost and positions the balance sheet to fund future investment. The UMB Credit Facility matures in December 2030 and is comprised of (i) a $60 million revolving line of credit, (ii) a $20 million equipment term loan facility, and (iii) a $40 million acquisition term loan facility. The Credit Facility also includes an additional $25 million uncommitted accordion to fund future growth. The UMB Credit Facility refinanced and replaced the Company’s previous $88 million credit agreement, which was scheduled to mature in May 2028. Borrowings under the UMB Credit Facility bear interest at the Secured Overnight Financing Rate (SOFR) plus 2.5% to 3.0%, as determined based on the Company’s consolidated leverage, representing a significant reduction compared to the prior credit agreement. Proceeds were used to repay outstanding borrowings of $23 million under the Company’s prior facility and for general corporate purposes.

As of December 31, 2025, current assets were $278 million, including unrestricted cash and cash equivalents of $1.6 million and total debt outstanding was $8 million with no outstanding borrowings under the UMB Credit Facility. The Company incurred borrowings of approximately $47 million under the UMB Credit Facility in connection with its acquisition of J.E. McAmis.

2026 Financial Guidance

The following forward-looking guidance reflects the Company’s current expectations and beliefs as of March 3, 2026, and is subject to change. The following statements apply only as of the date of this disclosure and are expressly qualified in their entirety by the cautionary statements included elsewhere in this document.

For the full year 2026, Orion currently anticipates the following:

  • Revenue in the range of $900 million to $950 million, 8.6% annual growth at the midpoint
  • Adjusted EBITDA in the range of $54 million to $58 million, 24% annual growth at midpoint
  • Adjusted EPS in the range of $0.36 to $0.42, 56% annual growth at midpoint
  • Capital expenditures in the range of $25 million to $35 million, consistent with prior year

Conference Call Details

Orion Group Holdings will host a conference call to discuss the fourth quarter and full year 2025 financial results at 10:00 a.m. Eastern Time/9:00 a.m. Central Time on Wednesday, March 4, 2026. To participate, please call (844) 481-2994 and ask for the Orion Group Holdings Conference Call. A live audio webcast of the call will also be available on the Investor Relations section of Orion’s website at https://www.oriongroupholdingsinc.com/investor/ and will be archived for replay.

About Orion Group Holdings

Orion Group Holdings, Inc., a leading specialty construction company serving the infrastructure, industrial and building sectors, provides services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through its marine segment and its concrete segment. The Company’s marine segment provides construction and dredging services relating to marine transportation facility construction, marine pipeline construction, marine environmental structures, dredging of waterways, channels and ports, environmental dredging, design and specialty services. Its concrete segment provides turnkey concrete construction services including place and finish, site prep, layout, forming, and rebar placement for large commercial, structural and other associated business areas. The Company is headquartered in Houston, Texas. The Company’s website is located at: https://www.oriongroupholdingsinc.com.

Backlog Definition

Backlog consists of projects under contract that have either (a) not been started, or (b) are in progress but are not yet complete. The Company cannot guarantee that the revenue implied by its backlog will be realized, or, if realized, will result in earnings or profitability. Backlog can fluctuate from period to period due to the timing and execution of contracts. The typical duration of the Company’s Concrete projects ranges from six to twelve months, and Marine projects range from 18 to 24 months. The Company’s backlog at any point in time includes both revenue it expects to realize during the next twelve-month period as well as revenue it expects to realize in future years.

Non-GAAP Financial Measures

This press release includes the financial measures “adjusted net income/loss,” “adjusted earnings/loss per share,” “EBITDA,” “Adjusted EBITDA,” “Adjusted EBITDA margin,” and “free cash flow.” These measurements are “non-GAAP financial measures” under rules of the Securities and Exchange Commission, including Regulation G. The non-GAAP financial information may be determined or calculated differently by other companies that use similarly titled measures. By reporting such non-GAAP financial information, the Company does not intend to give such information greater prominence than comparable GAAP financial information. Investors are urged to consider these non-GAAP measures in addition to and not in substitute for measures prepared in accordance with GAAP.

Adjusted net income/loss and adjusted earnings/loss per share should not be viewed as an equivalent financial measure to net income/loss or earnings/loss per share. Adjusted net income/loss and adjusted earnings/loss per share exclude certain items that management believes are one-time items or items whose timing or amount cannot be reasonably estimated. Free cash flow is defined as operating cash flow adjusted for investing cash flow. The Company believes these adjusted financial measures are a useful supplement to earnings/loss calculated in accordance with GAAP.

Orion defines EBITDA as net income/loss before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is calculated by adjusting EBITDA for certain items that management believes are one-time items or items whose timing or amount cannot be reasonably estimated. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA for the period by contract revenues for the period. The GAAP financial measure that is most directly comparable to EBITDA and Adjusted EBITDA is net income, while the GAAP financial measure that is most directly comparable to Adjusted EBITDA margin is operating margin, which represents operating income divided by contract revenues. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are used internally to evaluate current operating expense, operating efficiency, and operating profitability on a variable cost basis, by excluding the depreciation and amortization expenses, primarily related to capital expenditures and acquisitions, and net interest and tax expenses. Additionally, EBITDA, Adjusted EBITDA and Adjusted EBITDA margin provide useful information regarding the Company’s ability to meet future debt service and working capital requirements while providing an overall evaluation of the Company’s financial condition. In addition, EBITDA is used internally for incentive compensation purposes. The Company includes EBITDA, Adjusted EBITDA and Adjusted EBITDA margin to provide transparency to investors as they are commonly used by investors and others in assessing performance. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin have certain limitations as analytical tools and should not be used as a substitute for operating margin, net income, cash flows, or other data prepared in accordance with GAAP, or as a measure of the Company’s profitability or liquidity.

Forward-Looking Statements

The matters discussed in this press release may constitute or include projections or other forward-looking statements within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, of which provisions the Company is availing itself. Certain forward-looking statements can be identified by the use of forward-looking terminology, such as “believes,” ”expects,” “may,” ”will,” ”could,” ”should,” ”seeks,” ”approximately,” ”intends,” “plans,” ”estimates,” or ”anticipates,” or the negative thereof or other comparable terminology, or by discussions of strategy, plans, objectives, intentions, estimates, forecasts, guidance, outlook, assumptions, or goals. In particular, statements regarding our pipeline of opportunities, achievement of strategic priorities, position for growth, financial guidance and future operations or results, including those set forth in this press release, and any other statement, express or implied, concerning financial guidance or future operating results or the future generation of or ability to generate revenues, income, net income, gross profit, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, or cash flow, including to service debt or maintain compliance with debt covenants, and including any estimates, guidance, forecasts or assumptions regarding future revenues or revenue growth, are forward-looking statements. Forward-looking statements also include project award announcements, estimated project start dates, ramp-up of contract activity and contract options, which may or may not be awarded in the future. Forward-looking statements involve risks, including those associated with the Company’s fixed price contracts that impacts profits, unforeseen productivity delays that may alter the final profitability of the contract, cancellation of the contract by the customer for unforeseen reasons, delays or decreases in funding by the customer, levels and predictability of government funding or other governmental budgetary constraints, and any potential contract options which may or may not be awarded in the future, and are at the sole discretion of award by the customer. Past performance is not necessarily an indicator of future results. Considering these and other uncertainties, the inclusion of forward-looking statements in this press release should not be regarded as a representation by the Company that the Company’s plans, estimates, forecasts, goals, intentions, or objectives will be achieved or realized. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to update information contained in this press release whether as a result of new developments or otherwise, except as required by law.

Please refer to the Company’s 2024 Annual Report on Form 10-K, filed on March 5, 2025 which is available on its website at www.oriongroupholdingsinc.com or at the SEC’s website at www.sec.gov, and filings and press releases subsequent to such Annual Report on Form 10-K for additional and more detailed discussion of risk factors that could cause actual results to differ materially from our current expectations, estimates or forecasts.

Contact:

Margaret Boyce
346-278-3762
mboyce@orn.net

Source: Orion Group Holdings, Inc.


Orion Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In Thousands, Except Share and Per Share Information)
(Unaudited)
            
 Three Months Ended Year Ended
 December 31, December 31,
 2025 2024 2025 2024
Contract revenues$233,223  $216,880  $852,260  $796,394 
Costs of contract revenues 206,173   186,603   746,646   705,234 
Gross profit 27,050   30,277   105,614   91,160 
Selling, general and administrative expenses 23,093   21,557   93,471   82,537 
Gain on disposal of assets, net (1,068)  (912)  (2,468)  (2,898)
Operating income 5,025   9,632   14,611   11,521 
Other (expense) income:           
Interest expense (1,490)  (3,045)  (8,863)  (13,381)
Loss on extinguishment of debt (3,777)     (3,777)   
Other income 175   168   936   564 
Other expense, net (5,092)  (2,877)  (11,704)  (12,817)
Income (loss) before income taxes (67)  6,755   2,907   (1,296)
Income tax expense 173   1   419   348 
Net (loss) income$(240) $6,754  $2,488  $(1,644)
            
Basic (loss) income per share$(0.01) $0.17  $0.06  $(0.05)
Diluted (loss) income per share$(0.01) $0.17  $0.06  $(0.05)
Shares used to compute (loss) income per share           
Basic 39,901,141   38,930,587   39,627,400   34,783,256 
Diluted 39,901,141   38,943,811   39,639,250   34,783,256 

Orion Group Holdings, Inc. and Subsidiaries
Reconciliation of Adjusted Net Income (Loss)
(In thousands except per share information)
(Unaudited)
            
 Three Months Ended Year Ended
 December 31, December 31,
 2025 2024 2025 2024
Net loss (income)$(240) $6,754  $2,488  $(1,644)
Adjusting items and the tax effects:           
Non-cash share-based compensation 1,432   1,079   5,450   4,009 
ERP implementation 236   488   1,367   2,129 
Severance 12   19   620   104 
Process improvement initiatives    589   138   982 
Acquisition and integration 494      494    
Loss on extinguishment of debt 3,777      3,777    
Tax rate of 23% applied to adjusting items(1) (1,369)  (501)  (2,725)  (1,662)
Reversal of the impact of valuation allowances (987)  (2,069)  (1,854)  1,275 
Adjusted net income$3,355  $6,359  $9,755  $5,193 
Adjusted EPS$0.08  $0.16  $0.25  $0.15 

_____________________________

(1)   Items are taxed discretely using the Company’s blended tax rate.

Orion Group Holdings, Inc. and Subsidiaries
Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations
(In Thousands, Except Margin Data)
(Unaudited)
              
 Three Months Ended
 Year Ended
 December 31,
 December 31,
 2025 2024
 2025
 2024
Net (loss) income$(240) $6,754  $2,488  $(1,644)
Income tax expense 173   1   419   348 
Interest expense, net 1,342   2,935   8,223   13,174 
Depreciation and amortization 5,736   5,207   22,262   22,765 
EBITDA(1) 7,011   14,897   33,392   34,643 
Non-cash share-based compensation 1,432   1,079   5,450   4,009 
ERP implementation 236   488   1,367   2,129 
Severance 12   19   620   104 
Process improvement initiatives    589   138   982 
Acquisition and integration 494      494    
Loss on extinguishment of debt 3,777      3,777    
Adjusted EBITDA(2)$12,962  $17,072  $45,238  $41,867 
Adjusted EBITDA margin(2) 5.6%  7.9%  5.3%  5.3%

____________________________

(1)  EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization.
(2)  Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for non-cash share-based compensation, ERP implementation, severance, process improvement initiatives, acquisition and integration and loss on extinguishment of debt. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues.

Orion Group Holdings, Inc. and Subsidiaries
Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations by Segment
(In Thousands, Except Margin Data)
(Unaudited)
              
 Marine
 Concrete
 Three Months Ended
 Three Months Ended
 December 31,
 December 31,
 2025 2024
 2025 2024
Contract revenues$139,422  $143,959  $93,801  $72,921
              
Operating income (loss)$7,869  $7,165  $(2,844) $2,467 
Loss on extinguishment of debt (2,415)     (1,362)   
Other income 26   25   1   33 
Depreciation and amortization 4,998   4,288   738   919 
EBITDA(1) 10,478   11,478   (3,467)  3,419 
Non-cash share-based compensation 1,251   976   181   103 
ERP implementation 133   325   103   163 
Severance 12   19       
Process improvement initiatives    387      202 
Acquisition and integration 494          
Loss on extinguishment of debt 2,415      1,362    
Adjusted EBITDA(2)$14,783  $13,185  $(1,821) $3,887 
Adjusted EBITDA margin(2) 10.6%  9.2%  (1.9)%  5.3%
              
 Marine
 Concrete
 Year Ended
 Year Ended
 December 31,
 December 31,
 2025 2024  2025 2024 
Contract revenues$544,831  $521,250  $307,429  $275,144 
              
Operating income (loss)$29,862  $2,318  $(15,251) $9,203 
Loss on extinguishment of debt (2,415)     (1,362)   
Other income 282   242   14   115 
Depreciation and amortization 18,983   18,693   3,279   4,072 
EBITDA(1) 46,712   21,253   (13,320)  13,390 
Non-cash share-based compensation 4,866   3,711   584   298 
ERP implementation 874   1,393   493   736 
Severance 603   104   17    
Process improvement initiatives 93   643   45   339 
Acquisition and integration 494          
Loss on extinguishment of debt 2,415      1,362    
Adjusted EBITDA(2)$56,057  $27,104  $(10,819) $14,763 
Adjusted EBITDA margin(2) 10.3%  5.2%  (3.5)%  5.4%

____________________________

(1)  EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization.
(2)  Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for non-cash share-based compensation, ERP implementation, severance, process improvement initiatives, acquisition and integration and loss on extinguishment of debt. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues.

Orion Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
      
 Year Ended December 31,
 2025 2024
Cash flows from operating activities     
Net income (loss)$2,488  $(1,644)
Adjustments to reconcile net income (loss) to net cash used in operating activities:     
Depreciation and amortization 13,680   15,545 
Amortization of ROU operating leases 8,259   9,960 
Amortization of ROU finance leases 8,582   7,220 
Write-off of debt issuance costs upon debt modification     
Loss on extinguishment of debt 3,777    
Amortization of deferred debt issuance costs 1,176   2,015 
Deferred income taxes 52   (27)
Share-based compensation 5,450   4,009 
Gain on disposal of assets, net (2,468)  (2,898)
Allowance for credit losses 2,906   194 
Change in operating assets and liabilities:     
Accounts receivable (86,315)  1,892 
Income tax receivable 227   143 
Inventory 787   (554)
Prepaid expenses and other (3,724)  41 
Contract assets 53,324   (2,885)
Accounts payable 11,085   16,018 
Accrued liabilities 8,099   (10,920)
Operating lease liabilities (7,272)  (8,662)
Landlord lease inventive received 6,530    
Income tax payable (310)  (63)
Contract liabilities 1,733   (16,708)
Net cash provided by operating activities 28,066   12,676 
Cash flows from investing activities:     
Proceeds from sale of property and equipment 25,159   2,609 
Purchase of property and equipment (38,862)  (14,091)
Net cash used in investing activities (13,703)  (11,482)
Cash flows from financing activities:     
Borrowings on credit facilities 185,468   72,589 
Payments on credit facilities (185,468)  (73,067)
Payments made on term loan (23,000)  (15,000)
Payment of make-whole on debt extinguishment (1,056)   
Proceeds from deemed financing obligation 4,456    
Principal payments on deemed financing obligation (8,157)  (5,855)
Loan costs related to credit facilities (1,643)  (393)
Payments of finance lease liabilities (10,409)  (8,929)
Proceeds from issuance of common stock    26,421 
Employee stock plans, net activity 415   418 
Net cash used in financing activities (39,394)  (3,816)
Net change in cash, cash equivalents and restricted cash (25,031)  (2,622)
Cash, cash equivalents and restricted cash at beginning of period 28,316   30,938 
Cash, cash equivalents and restricted cash at end of period$3,285  $28,316 

Orion Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Information)
      
 December 31, December 31,
 2025 2024
 (Unaudited)   
ASSETS     
Current assets:     
Cash and cash equivalents$1,588  $28,316 
Restricted cash 1,697    
Accounts receivable:     
Trade, net of allowance for credit losses of $3,461 and $555, respectively 175,695   106,304 
Retainage 49,194   35,633 
Income taxes receivable 256   483 
Other current 3,531   3,127 
Inventory 2,432   1,974 
Contract assets 31,083   84,407 
Prepaid expenses and other 12,686   9,084 
Total current assets 278,162   269,328 
Property and equipment, net of accumulated depreciation 88,210   86,098 
Operating lease right-of-use assets, net of accumulated amortization 20,397   27,101 
Financing lease right-of-use assets, net of accumulated amortization 18,360   25,806 
Inventory, non-current 6,395   7,640 
Deferred income tax asset 17   17 
Other non-current 3,111   1,327 
Total assets$414,652  $417,317 
LIABILITIES AND STOCKHOLDERS’ EQUITY     
Current liabilities:     
Current debt, net of debt issuance costs$1,789  $426 
Accounts payable:     
Trade 107,433   97,139 
Retainage 1,699   1,310 
Accrued liabilities 31,750   26,294 
Income taxes payable 197   507 
Contract liabilities 49,104   47,371 
Current portion of operating lease liabilities 4,418   7,546 
Current portion of financing lease liabilities 7,517   10,580 
Total current liabilities 203,907   191,173 
Long-term debt, net of debt issuance costs 6,085   22,751 
Operating lease liabilities 24,695   20,837 
Financing lease liabilities 5,878   11,346 
Other long-term liabilities 14,975   20,503 
Deferred income tax liability 80   28 
Total liabilities 255,620   266,638 
Stockholders’ equity:     
Preferred stock — $0.01 par value, 10,000,000 authorized, none issued     
Common stock — $0.01 par value, 50,000,000 authorized, 40,612,139 and 39,681,597 issued; 39,900,908 and 38,970,366 outstanding at December 31, 2025 and December 31, 2024, respectively 406   397 
Treasury stock, 711,231 shares, at cost, as of December 31, 2025 and December 31, 2024, respectively (6,540)  (6,540)
Additional paid-in capital 226,369   220,513 
Retained Loss (61,203)  (63,691)
Total stockholders’ equity 159,032   150,679 
Total liabilities and stockholders’ equity$414,652  $417,317 

Orion Group Holdings, Inc. and Subsidiaries
Guidance – Adjusted EBITDA Reconciliation
(In Thousands)
(Unaudited)
      
 Year Ending
 December 31, 2026
  Low Estimate  High Estimate
Net income$11,500  $15,300 
Income tax expense 400   600 
Interest expense, net 7,700   7,700 
Depreciation and amortization 25,400   25,400 
EBITDA(1) 45,000   49,000 
Non-cash share-based compensation 7,200   7,200 
ERP implementation 1,800   1,800 
Acquisition and integration costs(2)     
Adjusted EBITDA(3)$54,000  $58,000 

____________________________

(1)  EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization.

(2)  Amounts related to acquisition and integration costs and amortization of purchased intangibles are not yet available because the purchase accounting for the acquisition is still in process. Accordingly, these amounts have not been included in this reconciliation and will be reflected in a future period once the purchase accounting is finalized.

(3)  Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for share-based compensation, ERP implementation, acquisition and integration and amortization of purchased intangibles.

Orion Group Holdings, Inc. and Subsidiaries
Guidance – Adjusted EPS Reconciliation
(In Thousands except per share information)
(Unaudited)
      
 Year Ending
 December 31, 2026
  Low Estimate  High Estimate
Net income$11,500  $15,300 
Adjusting items and the tax effects:     
Non-cash share-based compensation 7,200   7,200 
ERP implementation 1,800   1,800 
Acquisition and integration costs(1)     
Amortization of purchased intangibles(1)     
Tax rate of 23% applied to adjusting items(2) (2,100)  (2,100)
Reversal of the impact of valuation allowances (3,700)  (5,000)
Adjusted net income(3)$14,700  $17,200 
Adjusted EPS(3)$0.36  $0.42 

____________________________

(1)  Amounts related to acquisition and integration costs and amortization of purchased intangibles are not yet available because the purchase accounting for the acquisition is still in process. Accordingly, these amounts have not been included in this reconciliation and will be reflected in a future period once the purchase accounting is finalized.

(2)  Items are taxed discretely using the Company’s blended tax rate.

(3)  Adjusted net income and Adjusted EPS are non-GAAP measures that represent net income adjusted for share-based compensation, ERP implementation, severance and process improvement initiatives.

Orion Group Holdings, Inc. and Subsidiaries
Free Cash Flow Reconciliation
(In Thousands)
(Unaudited)
   
 Year Ended December 31,
 2025
Net cash provided by operating activities$28,066 
Cash flows from investing activities:  
Proceeds from sale of property and equipment 25,159 
Purchase of property and equipment (38,862)
Free cash flow$14,363 

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