ONL terminates 11/15/2022 Equity Distribution Agreement with no penalties

Rhea-AI Filing Summary

Orion Properties Inc. terminated its Equity Distribution Agreement on November 10, 2025. The agreement, originally dated November 15, 2022, involved multiple agents and forward purchasers, including J.P. Morgan, Mizuho, Scotia, TD Securities, and Wells Fargo affiliates.

The company stated there are no termination penalties associated with ending the agreement. This change means Orion no longer has this at‑the‑market equity distribution facility in place; any future capital-raising approach would need to use other methods.

Insights

Capital markets counsel

Company ended its ATM/forward program with no penalties.

Orion Properties ended its Equity Distribution Agreement and related forward sale arrangements effective November 10, 2025. The counterparties included major banks acting as agents and forward purchasers. The filing explicitly notes there are no termination penalties, indicating no immediate cash outlay tied to the decision.

Practically, this removes an at-the-market equity issuance pathway and any associated forward sale capacity tied to that agreement. The business impact depends on alternative financing options the company may employ, which are not addressed in the excerpt.

Key disclosed facts are limited to the termination date, the counterparties, and the absence of penalties. Subsequent filings may provide details if Orion adopts a new capital markets facility or structure.

0001873923false00018739232025-11-102025-11-10

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): November 10, 2025

ORION PROPERTIES INC.

(Exact name of Registrant as specified in its charter)

Maryland

001-40873

87-1656425

(State or Other Jurisdiction of Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

2398 E. Camelback Road, Suite 1060

Phoenix,

AZ

85016

(Address of principal executive offices, including zip code)

(602)

698-1002

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

________________

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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class:						Trading symbol(s):			Name of each exchange on which registered:
Common Stock			$0.001 par value per share			ONL			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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 x

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 1.02. Termination of Material Definitive Agreement.

On November 10, 2025, Orion Properties Inc. (the “Company”) terminated its Equity Distribution Agreement (the “Agreement”), dated November 15, 2022, by and among the Company and Orion Properties LP (the “Operating Partnership”) and each of (i) J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC, collectively as agents, and (ii) JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, The Bank of Nova Scotia, The Toronto-Dominion Bank and Wells Fargo Bank, National Association, collectively as forward purchasers. The Company and the Operating Partnership are not subject to any termination penalties related to the termination of the Agreement. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on November 15, 2022.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ORION PROPERTIES INC.
			By:			/s/ Gavin B. Brandon
			Name:			Gavin B. Brandon
			Title:			Chief Financial Officer, Executive Vice President and Treasurer

Date: November 10, 2025

FAQ

What did Orion Properties (ONL) announce?

The company terminated its Equity Distribution Agreement on November 10, 2025.

When was the Equity Distribution Agreement originally dated?

The agreement was dated November 15, 2022.

Were there any termination penalties for ONL?

No. The company stated it is not subject to any termination penalties.

Who were the agents under the agreement?

Agents included J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, and Wells Fargo Securities, LLC.

Who were the forward purchasers?

Forward purchasers included JPMorgan Chase Bank, N.A., Mizuho Markets Americas LLC, The Bank of Nova Scotia, The Toronto-Dominion Bank, and Wells Fargo Bank, N.A..

What SEC form disclosed this event for ONL?

It was disclosed on a Form 8-K under Item 1.02 (Termination of Material Definitive Agreement).