What the changes say
- Orion Group Holdings highlights new risks from its February 2026 JEM acquisition and variable interest rate exposure.
- Concrete segment revenue contribution shifted to 36.1% for 2025.
What changed since the prior 10-K
New
- New
Moreover, even when the underlying economic fundamentals that ordinarily drive the level of construction activity are strong, the level of economic activity in such markets may be suppressed
Marine segment demand depends on port funding and vessel demand, which can be disrupted by commodity prices and interest rates.
- New
Acquisitions and mergers may disrupt our business, and integrating acquired companies may be more difficult, costly, or time-consuming than we expect
Acquisitions like JEM on February 3, 2026, risk integration difficulties, unknown liabilities, and management distraction.
- New
Our financial performance will be negatively impacted if we are unable to execute our growth strategy
Failure to execute the growth strategy through greenfield expansion, acquisitions, and vertical integration could harm financial performance.
- New
compensation statutes, we have greater exposure for claims made by these employees as compared to employers whose employees are not covered by these provisions
Personal injury lawsuits for marine employees resulted in $0.7 million of self-insured expense during 2025.
- New
amount borrowed will remain the same, and our net income and operating cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. Additionally, rising interest rates may increase our cost of capital and, therefore, reduce the amount of capital available to fund our operations
Future interest rate swaps or derivatives may not fully mitigate variable rate indebtedness and introduce counterparty credit risk.
Reworded
- 98% rewritten
Adverse changes in tax laws both in the United States and abroad, changes in tax rates or exposure to additional income tax liabilities could have a material adverse effect on our results of operations
Updated to note that the EU Pillar Two 15% global minimum tax could increase tax expense depending on adoption.
- 78% rewritten
Demand for our services may decrease due to economic recession or a reduction of demand in end markets of our customers
Removed mention of inflationary periods and increasing interest rates suppressing economic activity in concrete markets.
- 74% rewritten
Our employees in the marine segment are covered by federal laws that provide seagoing employees remedies for job-related claims in addition to those provided by state laws
Added reference to the Longshore and Harbor Workers Compensation Act alongside the Jones Act for employee claims.
- 64% rewritten
We may be subject to unionization, work stoppages, slowdowns or increased labor costs
Updated the status of federal project labor agreement mandates and ongoing litigation challenging the rule.
- 63% rewritten
Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly
Updated credit facility reference from Credit Agreement to UMB Credit Agreement regarding variable interest rate risk.
- 32% rewritten
Our concrete segment is geographically concentrated in Texas
Updated concrete segment revenue contribution to 36.1% for 2025, compared to 34.5% for 2024 and 44.4% for 2023.
- 31% rewritten
Our marine segment operates in jurisdictions outside of the U.S. and we intend to continue expanding our operations to more jurisdictions outside of the U.S
Updated international metrics, showing Bahamian operations generated 4.9% of 2025 revenue and 14.2% of unrestricted cash.
- 31% rewritten
Our indebtedness includes covenants and obligations with regard to our business activities that may restrict our ability to take certain actions which may negatively affect our financial condition
Updated credit facility terms to a five-year $120.0 million UMB Credit Agreement with zero outstanding debt at year-end 2025.
- 23% rewritten
A significant portion of our revenues may be concentrated among a small number of projects
All 35 risk factors
Headings as the filing states them, in filing order.
Other
- 01We may be unable to obtain sufficient bonding capacity for our contracts and the need for performance and surety bonds may adversely affect our business
- 02We rely on highly competitive and highly regulated government contracts
- 03Our operations are susceptible to a variety of adverse conditions including weather conditions, natural disasters, health epidemics or pandemics or other contagious outbreaks and terrorist attacks that could negatively impact the markets in which we operate
- 04Demand for our services may decrease due to economic recession or a reduction of demand in end markets of our customers78% rewritten
- 05Moreover, even when the underlying economic fundamentals that ordinarily drive the level of construction activity are strong, the level of economic activity in such markets may be suppressedNew
- 06Interest rates may affect the cost of financing for our customers’ capital projects and investments. These increased costs may affect their capacity and willingness to undertake new investments, and may result in the delay or cancellation of projects they would otherwise undertake
- 07We may not be able to fully realize the revenue value reported in our backlog
- 08We could suffer contract losses if we fail to accurately estimate our costs or fail to execute within our cost estimates on fixed-price, lump-sum contracts
- 09We could suffer penalties on our contracts for late completion
- 10Our projects could be hindered due to our dependence on third parties to complete many of our contracts
- 11We may incur higher costs to acquire, manufacture and maintain equipment necessary for our operations
- 12Our business is subject to significant operating risks and hazards that could result in damage or destruction to property, injuries or loss of life, which could result in losses or liabilities to us
- 13Our marine segment operates in jurisdictions outside of the U.S. and we intend to continue expanding our operations to more jurisdictions outside of the U.S31% rewritten
- 14Our current insurance coverage may not be adequate, and we may not be able to obtain insurance at acceptable rates, or at all
- 15Our operations are subject to environmental laws and regulations that may expose us to significant costs and liabilities
- 16The anticipated investment in port and marine infrastructure may not be as large as expected, which may result in periods of low demand for our marine construction services
- 17Restrictions on foreign ownership of our vessels could limit our ability to sell off any portion of our marine construction segment or result in the forfeiture of our vessels or in our inability to continue our operations in United States navigable waters
- 18Our concrete segment is geographically concentrated in Texas32% rewritten
- 19A significant portion of our revenues may be concentrated among a small number of projects23% rewritten
- 20The timing and funding of new contracts may result in volatility in our cash flow and profitability. These factors, as well as others that may cause our actual financial results to vary from any publicly disclosed earnings guidance and forecasts, are outside of our control
- 21As of December 31, 2025, we had a pipeline of opportunities of approximately $22 billion. We define our pipeline of opportunities as specific projects that we have identified and are tracking as projects of interest
- 22We conduct a portion of our operations through joint ventures, exposing us to risks and uncertainties, many of which are outside of our control
- 23Acquisitions and mergers may disrupt our business, and integrating acquired companies may be more difficult, costly, or time-consuming than we expectNew
- 24Our financial performance will be negatively impacted if we are unable to execute our growth strategyNew
- 25If we fail to attract, retain and engage appropriately qualified employees, including employees in key positions, our operations and profitability may be harmed. In addition, changes in market compensation rates may adversely affect our profitability
- 26We may be subject to unionization, work stoppages, slowdowns or increased labor costs64% rewritten
- 27Our employees in the marine segment are covered by federal laws that provide seagoing employees remedies for job-related claims in addition to those provided by state laws74% rewritten
- 28compensation statutes, we have greater exposure for claims made by these employees as compared to employers whose employees are not covered by these provisionsNew
- 29If we fail to comply with immigration laws, such failure could result in significant liabilities, harm our reputation with our customers and disrupt our operations
- 30Systems and information technology interruption or failure and data security breaches could adversely impact our ability to operate or expose us to significant financial losses and reputational harm
- 31Adverse changes in tax laws both in the United States and abroad, changes in tax rates or exposure to additional income tax liabilities could have a material adverse effect on our results of operations98% rewritten
- 32Our indebtedness includes covenants and obligations with regard to our business activities that may restrict our ability to take certain actions which may negatively affect our financial condition31% rewritten
- 33Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly63% rewritten
- 34amount borrowed will remain the same, and our net income and operating cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. Additionally, rising interest rates may increase our cost of capital and, therefore, reduce the amount of capital available to fund our operationsNew
- 35Our bonding requirements may limit our ability to incur indebtedness
Other Orion Group Holdings 10-Ks
- FY2024 10-K risk factors30 risks
The company faces high concentration risks in its concrete segment centered in Texas and marine segment operating internationally.
Filed Mar 06, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.