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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): September 28, 2025
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) |
2940 Riverby Road, Suite 400
Houston, Texas 77020
(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 |
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Trading Symbol(s) |
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Name of Each Exchange |
Common stock, $0.01 par value per share |
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ORN |
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The New York Stock Exchange NYSE Texas |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
On September 28, 2025, the Board of Directors (the “Board”) of Orion Group Holdings, Inc. (the “Company”) elected to increase the size of the Board from seven directors to eight directors effective November 19, 2025 and appointed Mr. Robert Ledford to fill the resulting vacancy at such time.
Mr. Ledford has served since 2019 as the President and Chief Executive Officer, and as a director, of Prime Electric, a major electrical contracting firm on the West Coast of the U.S. Mr. Ledford also currently serves as a director of Trademark Concrete, a position he has held since 2023. Prior to working at Prime Electric, Mr. Ledford held various domestic and international operations roles at AECOM (NYSE: ACM) from 2013 to 2019, including serving as Chief Operating Officer of Middle East Operations from 2013 to 2014, Global Head of Project Delivery for 2015, and Chief Operating Officer of Design and Consulting Services Americas from 2016 to 2019. Prior to joining AECOM, he worked for Parsons Corporation (NYSE: PSN) from 2005 to 2013, serving in various finance and operations roles, including Chief Financial Officer for their Civil Construction business, Chief Operating Officer for their Water and Infrastructure business, and Global Water and MENA Director of Infrastructure. Prior to joining Parsons, he served as Chief Financial Officer for over a decade at different private companies, including Sasco Electric (US West Coast) and Hermanson Corporation. He graduated from Washington State University in 1986 with a Bachelor of Arts degree, with a major in Finance and a minor in Economics.
Mr. Ledford will stand for election to the Board at our 2026 Annual Meeting of Stockholders. Mr. Ledford has not yet
been appointed to any committees of the Board. The Board has affirmatively determined that Mr. Ledford is “independent” as that term is defined by The New York Stock Exchange listing standards and the standards set forth in the Company’s Corporate Governance Guidelines. Mr. Ledford does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Ledford and any other person pursuant to which he was selected as a director. In connection with his appointment as a member of the Board, Mr. Ledford has not entered into any agreements or contracts with the Company. On November 19, 2025, Mr. Ledford will start his service on the Board and will receive a pro-rated annual equity award at that time in the form of shares of common stock of the Company consistent with that provided to other non-employee members of the Board. Mr. Ledford will also participate in the Company’s other director compensation programs on the same basis as other non-employee directors.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the appointment of Mr. Ledford to the Board effective November 19, 2025 is attached to this Current Report on Form 8-K as Exhibit 99.1 hereto. The information contained in this Item 7.01 to the Company’s Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
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Press release issued by Orion Group Holdings, Inc. on September 29, 2025. |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
EXHIBIT INDEX
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.
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Orion Group Holdings, Inc. |
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Dated: September 29, 2025 |
By: |
/s/ Travis J. Boone |
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President and Chief Executive Officer |
Exhibit 99.1
Orion Group Holdings Announces the Appointment of Robert Ledford to
its Board of Directors
HOUSTON, September 29, 2025 (GLOBE NEWSWIRE) -- Orion Group Holdings, Inc. (NYSE: ORN) (“Orion” or the “Company”), a leading specialty construction company, today announced the appointment of Robert (Bob) Ledford to its Board of Directors effective November 19, 2025.
“Welcoming Bob to our Board is both a professional and personal privilege,” said Travis Boone, President and Chief Executive Officer of Orion. “He brings an exceptional combination of leadership in construction and engineering, commercial insight and financial discipline. Throughout his career, Bob has successfully led complex global businesses, driven strategic growth through mergers and acquisitions, and delivered strong financial results. His expertise will be a tremendous asset as we continue to execute our strategy and create long-term value for shareholders.”
Austin Shanfelter, Chairman of the Board, commented, “We are excited to welcome Bob to our Board of Directors. He brings strategic and operational expertise, with a proven track record of strong execution and delivering organic and inorganic growth. His insights will be invaluable as we advance our strategy and continue creating long-term value for our stockholders.”
Bob Ledford commented, “I am excited to join the Orion board at such a pivotal time in the company’s transformation. The progress made to date is impressive, and I look forward to contributing my industry experience and guidance to accelerate the next phase of growth and create an even brighter future for the company and its shareholders.”
Mr. Ledford is 61 years of age with more than 35 years of leadership experience in construction and engineering across international markets. Over the course of his career, he has consistently delivered growth by combining strong financial acumen, extensive M&A expertise and a commercial mindset focused on client success and business development.
Mr. Ledford currently serves as President and Chief Executive Officer of Prime Electric, a rapidly growing electrical and low voltage contractor, where he has overseen significant expansion and profitability. He also serves on the boards of Prime Electric and Trademark Concrete.
Previously, Mr. Ledford held various senior leadership roles at AECOM (NYSE: ACM), including Chief Operating Officer of Europe, Middle East and Asia, global leader of project delivery, and Chief Operating Officer of design and consulting in the Americas. In these roles, Mr. Ledford had executive accountability for project delivery excellence and multi-billion-dollar P&Ls across diverse geographies.
Prior to joining AECOM, Mr. Ledford held executive financial and operational roles at Parsons and served as Chief Financial Officer of Sasco Electric and Hermanson Corporation where he was recognized for driving disciplined financial management and value-accretive capital allocation strategies.
Mr. Ledford holds a Bachelor of Arts degree from Washington State University.
The appointment of Mr. Ledford to the Board of Directors will be effective November 19, 2025. He will then be eligible for election for a three-year term as a Class I Director at the 2026 annual general meeting of stockholders. With the appointment of Mr. Ledford, the Orion Group Holdings, Inc. Board of Directors will expand to eight Directors.
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.
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 Exchange 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, 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
Orion Group Holdings, Inc.
Mboyce@orn.net
713-852-6500
Source: Orion Group Holdings, Inc.