ORN Orion Group Holdings Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

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Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): November 27, 2023

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ORION GROUP HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

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12000 Aerospace Suite 300

Houston, Texas 77034

(Address of principal executive offices)

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(713) 852-6500

(Registrant's telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Orion Group Holdings, Inc. (the “Company”) previously filed a Current Report on Form 8-K on August 4, 2023, reporting that Peter R. Buchler, Executive Vice President, General Counsel, Chief Administrative Officer, Chief Compliance Officer and Corporate Secretary of the Company, would retire effective the later of January 1, 2024, or thirty days after the first day of employment of a new General Counsel. The Company is filing this Current Report on Form 8-K to report that Mr. Buchler has resigned from the positions of General Counsel, Chief Administrative Officer, Chief Compliance Officer and Corporate Secretary of the Company effective November 27, 2023, in connection with the appointment of Edward Chipman Earle as his successor, as discussed further below. To facilitate the transition of his responsibilities, including advising on certain pending legal matters, Mr. Buchler has agreed to continue to serve the Company as Executive Vice President and Legal Advisor, until January 1, 2024.

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Item 7.01 Regulation FD Disclosure.

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On November 28, 2023, the Company issued a press release announcing the appointment of Edward Chipman Earle as Executive Vice President, General Counsel, Chief Administrative Officer, Chief Compliance Officer and Corporate Secretary of the Company, effective as of November 27, 2023. The text of the press release is set forth in Exhibit 99.1 attached to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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EXHIBIT INDEX

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SIGNATURE

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 99.1

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Orion Group Holdings, Inc. Names Chip Earle as General Counsel

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HOUSTON – November 28, 2023 – Orion Group Holdings, Inc. (NYSE: ORN) (the “Company”), a leading specialty construction company, announced today the appointment of Edward Chipman (“Chip”) Earle as Executive Vice President, General Counsel, Chief Administrative Officer, Chief Compliance Officer and Corporate Secretary, effective November 27th. Mr. Earle will succeed Executive Vice President Peter R. Buchler, who is retiring from Orion after 15 years of service.

Mr. Earle joins Orion from Newpark Resources, Inc. (NYSE: NR), a service provider to the industrial and energy sectors, where he was Vice President - General Counsel, Chief Administrative Officer, Chief Compliance Officer, and Corporate Secretary. Prior to Newpark, Mr. Earle held executive leadership roles at Transocean (NYSE: RIG) and Bristow Group (NYSE: VTOL).

“We are excited to welcome Chip to our senior leadership team. With over 20 years in worldwide legal, compliance, and risk management, Chip brings valuable experience to Orion. We look forward to his leadership and guidance in these areas that are critical to the successful execution of our long-term strategy. I also want to thank Pete Buchler for his many years of dedicated service and wish him all the best in his well-earned retirement,” said Travis Boone, Chief Executive Officer of Orion Group Holdings, Inc.

Mr. Earle holds a Bachelor of Arts degree from Middlebury College. He received his Master Degree in Business Administration (MBA) with a focus in Energy Finance from the University of Texas McCombs School of Business and his Juris Doctor (JD) from the University of Texas School of Law.

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 with regional offices throughout its operating areas. https://www.oriongroupholdingsinc.com.

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Contacts:

Financial Profiles, Inc.

Margaret Boyce 310-622-8247

mboyce@finprofiles.com

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