Exhibit 3.1
ORION GROUP HOLDINGS, INC.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Orion Group Holdings, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows:
“ARTICLE 15
An officer of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer, except to the extent that exculpation from liability is not permitted under the DGCL as in effect at the time such liability is determined. If the DGCL is amended to authorize the further elimination or limitation of the liability of officers, then the liability of an officer of the Corporation, in addition to the limitation on personal liability provided in this Article, shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any officer of the Corporation for or with respect to any acts or omissions of such officer occurring prior to such amendment or repeal.”
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment Of Certificate of Incorporation as of this 20th day of May, 2026.
ORION GROUP HOLDINGS, INC. | |
| |
By: | /s/ Travis J. Boone |
Name: | Travis J. Boone |
Title: | President and Chief Executive Officer |
[Signature Page to Orion Group Holdings, Inc. Certificate of Amendment Of Certificate of Incorporation]
#110700614v4