Orion Group Holdings Terminates Agreement, Enters New Deal

TL;DR

Orion Group Holdings just ditched an old deal and signed a new one, changing their financial picture.

AI Summary

Orion Group Holdings, Inc. announced on December 23, 2025, the termination of a material definitive agreement and entered into a new material definitive agreement. This action also created a direct financial obligation for the registrant and involved modifications to the rights of security holders, in addition to a Regulation FD disclosure.

Why It Matters

This filing indicates a significant shift in Orion Group Holdings' contractual relationships, potentially impacting its financial obligations and the rights of its stakeholders.

Risk Assessment

Risk Level: medium — Changes in material definitive agreements and financial obligations can introduce uncertainty and potential risks for the company and its investors.

Key Players & Entities

• Orion Group Holdings, Inc. (company) — Registrant
• December 23, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ge on Which Registered Common stock, $0.01 par value per share ORN The New Yor
• $120.0 million — borrower (the "Company") entered into a $120.0 million Credit Agreement (the "Credit Agreement
• $60.0 million — t"). The Credit Agreement consists of a $60.0 million revolving loan, a $20.0 million equipme
• $20.0 million — ts of a $60.0 million revolving loan, a $20.0 million equipment term loan, and a $40.0 millio
• $40.0 million — 20.0 million equipment term loan, and a $40.0 million acquisition term loan. Additionally, th
• $25.0 million — ly, the Credit Agreement provides for a $25.0 million accordion option for future acquisition
• $1.1 million — d a make whole payment of approximately $1.1 million. Item 2.03 Creation of a Direct Fin

Filing Documents

• orn-20251223x8k.htm (8-K) — 57KB
• orn-20251223xex10d1.htm (EX-10.1) — 1249KB
• orn-20251223xex99d1.htm (EX-99.1) — 15KB
• orn-20251223xex99d1001.jpg (GRAPHIC) — 7KB
• 0001402829-25-000065.txt ( ) — 1655KB
• orn-20251223.xsd (EX-101.SCH) — 3KB
• orn-20251223_lab.xml (EX-101.LAB) — 16KB
• orn-20251223_pre.xml (EX-101.PRE) — 11KB
• orn-20251223x8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 23, 2025, Orion Group Holdings, Inc., as borrower (the "Company") entered into a $120.0 million Credit Agreement (the "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 "Agent"). The Credit Agreement consists of a $60.0 million revolving loan, a $20.0 million equipment term loan, and a $40.0 million acquisition term loan. Additionally, the Credit Agreement provides for a $25.0 million accordion option for future acquisitions (subject to lenders providing commitments for the accordion, that no default exists and the accordion option is exercised at least six months prior to the acquisition maturity date). The maximum borrowing capacity under the revolving loan is determined by a formula and may fluctuate depending on the value of the collateral at the time of determination. The Company may repay and reborrow revolving loans as capacity permits. Borrowings for each of the revolving, equipment or acquisition loans must be of the same type and may bear interest at either: an ABR Rate equal to the lesser of (a) the greater of (i) ABR (a rate per annum equal to the highest of (A) the prime rate published by the Wall Street Journal and (B) the federal funds rate (the greater of the rated calculated by the Federal Reserve Bank of New York and 0,00%) plus .50% and (C) Term SOFR for a one month tenor plus 1.00%) plus the applicable rate or (ii) 4% per annum and (b) the maximum rate allowed under applicable law, or a SOFR Rate (a rate equal to the secured overnight financing rate) equal to the lesser of (a) the greater of (i) Term SOFR (the Term SOFR Reference Rate for a tenor comparable to the applicable interest period on the day that is 2 US Government Securities Business Days prior to the first day of the applicable interest period as such rate is published by the Term SOFR Administrat

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On December 23, 2025, in connection with entering into the Credit Agreement, the Company's prior Credit Agreement, dated May 15, 2023, with White Oak ABL, LLC and White Oak Commercial Finance, LLC (the "Prior Credit Agreement) was terminated, and all amounts outstanding thereunder were repaid. In connection with the termination, the Company paid a make whole payment of approximately $1.1 million.

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 above is hereby incorporated into this Item 2.03 by reference. The descriptions set forth in Item 1.01 and this Item 2.03 are qualified in their entirety by the full text of the Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

03

Item 3.03 Material Modifications to Rights of Security Holders. The information set forth under Item 1.01 above is hereby incorporated into this Item 3.03 by reference. The descriptions set forth in Item 1.01 and this Item 3.03 are qualified in their entirety by the full text of the Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

01

Item 7.01 Regulation FD Disclosure. On December 29, 2025, the Company issued a press release announcing the closing of the Credit Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be "furnished" solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 10.1 # Credit Agreement, dated December 23, 2025, by and between Orion Group Holdings, Inc. the financial institutions from time-to-time party thereto as lenders and UMB Bank, N.A., as Administrative Agent and Issuing Bank. 99.1 Press Release, dated December 29, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) # Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Commission upon request. EXHIBIT INDEX Exhibit No. Description 10.1 # Credit Agreement, dated December 23, 2025, by and between Orion Group Holdings, Inc. the financial institutions from time-to-time party thereto as lenders and UMB Bank, N.A., as Administrative Agent and Issuing Bank. 99.1 Press Release, dated December 29, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) # Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Commission upon request. SIGNATURE 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. Orion Group Holdings, Inc. Dated: December 29, 2025 By: /s/ Travis J. Boone President and Chief Executive Officer

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View this 8-K filing on SEC EDGAR