UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14, 2024

ORION GROUP HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)


Delaware	1-33891	26-0097459
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

12000 Aerospace Suite 300

Houston, Texas 77034

(Address of principal executive offices)

(713) 852-6500

(Registrant's telephone number, including area code)

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)

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

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

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


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, $0.01 par value per share	ORN	The New York Stock Exchange

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).

Emerging growth company ☐

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. ☐

Item 1.02Termination of a Material Definitive Agreement.

Orion Group Holdings, Inc. (the “Company”) previously filed a Current Report on Form 8-K on February 20, 2024, announcing one of the Company’s subsidiaries entered into a contract (the “Land Sale Contract”) with Brixx Technologies LLC (“Brixx”) for the sale to Brixx of two parcels of land in Harris County, Texas (approximately 341.3 acres) (the “Property”), for a purchase price of approximately $34 million. The land sale was anticipated to close on or before June 14, 2024. On June 14, 2024, Brixx notified the Company that it was terminating the Land Sale Contract pursuant to the terms thereof.

Following the termination of the Land Sale Contract, the Company promptly entered into a new term sheet with a prospective new purchaser of the Property with a proposed closing date set for the third quarter of 2024, subject to customary closing conditions. However, there is no assurance that the sale of the Property will be consummated within that timeframe or at all.

EXHIBIT INDEX

Exhibit No.	Description

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

Dated: June 21, 2024



Orion Group Holdings, Inc.

By:		/s/ Travis J. Boone
		President and Chief Executive Officer