---
schema_version: "secwatch.filing_event.v1"
accession: "0001402829-26-000003"
form_type: "8-K"
ticker: "ORN"
cik: "0001402829"
company_name: "Orion Group Holdings Inc"
filed_at: "2026-02-04T23:59:59+00:00"
generated_at: "2026-05-16T04:51:49.080906+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Orion completes $60M acquisition of J.E. McAmis, strengthens heavy marine construction

## Summary
- Acquired J.E. McAmis for approx. $60M: $46M net cash (from credit facility), $12M 5-yr 6% note, $2M stock, plus contingent payments up to $10M and 40% profit share.
- Adds strategic Jones Act marine assets, jetty/breakwater capabilities, and $1.4B opportunity pipeline; expected accretive to FY2026 adjusted EBITDA.
- Transaction funded with $46.9M borrowings under UMB credit agreement; Orion issued 182,392 shares to sellers via Section 4(a)(2) exemption.
- J.E. McAmis has strong ties with U.S. Dept of Defense and Army Corps of Engineers; owns marine & real estate assets valued at $34M.

## SEC filing metadata
- accession: 0001402829-26-000003
- form_type: 8-K
- ticker: ORN
- cik: 0001402829
- company_name: Orion Group Holdings Inc
- filed_at: 2026-02-04T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1402829/000140282926000003/0001402829-26-000003-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1402829/000140282926000003/orn-20260203x8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001402829-26-000003
- JSON: https://secwatch.observer/filing/0001402829-26-000003.json
- Plain text: https://secwatch.observer/filing/0001402829-26-000003.txt

## Key facts
- Debt Financings
  Orion Group Holdings Inc incurred credit facility of approximately $46.9 million with UMB Bank, N.A..
  - Instrument: credit facility
  - Principal: approximately $46.9 million
  - Counterparty: UMB Bank, N.A.
  - Event: incurrence
  source text: The Cash Consideration and related expenses was funded with cash on hand and borrowings of approximately $46.9 million under Orion’s Credit Agreement (as amended, modified, supplemented or amended and restated from time to time, the “UMB Credit Agreement”), dated as of December 23, 2025, with the lenders party thereto, and UMB Bank, N.A., as Administrative Agent and Issuing Bank.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1402829/000140282926000003/0001402829-26-000003-index.htm
- Debt Financings
  Orion Group Holdings Inc incurred loan of $12.0 million with Sellers at 6.0% maturing five years from the closing date.
  - Instrument: loan
  - Principal: $12.0 million
  - Counterparty: Sellers
  - Rate: 6.0%
  - Maturity: five years from the closing date
  - Event: incurrence
  source text: and outstanding shares and interests in the Acquired Companies for: (a) $50.0 million in cash (the “Cash Consideration”), as adjusted pursuant to the Purchase Agreement; a $12.0 million unsecured subordinated 5-year promissory note (the “Promissory Note”); and 182,392 shares of Orion’s common stock, $0.01 par value per share (the “Common Stock”), calculated as
  evidence_url: https://www.sec.gov/Archives/edgar/data/1402829/000140282926000003/0001402829-26-000003-index.htm
- M&A Transactions
  Orion Group Holdings Inc completed an acquisition involving Sellers (Shareholders, Members, and Beneficial Owners) for $50.0 million in cash (closed 2026-02-03).
  - Action: acquisition
  - Counterparty: Sellers (Shareholders, Members, and Beneficial Owners)
  - Consideration: $50.0 million in cash
  - Closing: 2026-02-03
  source text: Sellers. The Purchase Agreement provides that Orion will acquire on the closing date all of the issued and outstanding shares and interests in the Acquired Companies for: (a) $50.0 million in cash (the “Cash Consideration”), as adjusted pursuant to the Purchase Agreement; a $12.0 million unsecured subordinated 5-year promissory note (the “Promissory Note”); and
  evidence_url: https://www.sec.gov/Archives/edgar/data/1402829/000140282926000003/0001402829-26-000003-index.htm
- Material Agreements
  Orion Group Holdings Inc entered into Securities Purchase Agreement with Sellers (Shareholders, Members, Beneficial Owners), and Scott M. Vandegrift as representative valued at $50.0 million in cash; $12.0 million unsecured subordinated 5-year promissory note; 182,392 shares o (effective 2026-02-03).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Sellers (Shareholders, Members, Beneficial Owners), and Scott M. Vandegrift as representative
  - Value: $50.0 million in cash; $12.0 million unsecured subordinated 5-year promissory note; 182,392 shares o
  - Effective: 2026-02-03
  source text: On February 3, 2026, Orion Group Holdings, Inc. (“Orion”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) and completed an acquisition (the “Acquisition”) of all of the capital stock of J.E. McAmis, Inc., a California corporation, and all of the membership interests in JEM Marine Leasing, LLC
  evidence_url: https://www.sec.gov/Archives/edgar/data/1402829/000140282926000003/0001402829-26-000003-index.htm
- Material Agreements
  Orion Group Holdings Inc entered into First Amendment to the Loan Documents with guarantors party to the UMB Credit Agreement, lenders party thereto, UMB Bank, N.A., as administrative agent, and the Acquired Companies valued at approximately $46.9 million under Orion’s Credit Agreement (effective 2026-02-03).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: guarantors party to the UMB Credit Agreement, lenders party thereto, UMB Bank, N.A., as administrative agent, and the Acquired Companies
  - Value: approximately $46.9 million under Orion’s Credit Agreement
  - Effective: 2026-02-03
  source text: On February 3, 2026, Orion, the guarantors party to the UMB Credit Agreement, lenders party thereto and UMB Bank, N.A., as administrative agent and the Acquired Companies entered into a First Amendment to the Loan Documents, dated effective February 3, 2026 (the “First Amendment”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1402829/000140282926000003/0001402829-26-000003-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.