Orion Properties (NYSE: ONL) extends $355M CMBS loan, secures $215M revolver

Rhea-AI Filing Summary

Orion Properties Inc. extended a $355.0 million fixed-rate CMBS loan and put in place a new $215.0 million senior secured revolving credit facility, significantly pushing out debt maturities while keeping its interest costs controlled.

The CMBS loan’s maturity moved from February 2027 to February 11, 2029, with options to extend to February 11, 2030 and then August 11, 2030, at an unchanged 4.971% fixed rate, alongside a $2.05 million principal prepayment and creation of an all-purpose reserve funded with $37.7 million of existing reserves plus an additional $7.74 million. The new $215.0 million revolver, secured by 28 properties, replaces a $350.0 million facility, matures in February 2028 with two six‑month extension options, lowers the margin to SOFR plus 2.75% or base rate plus 1.75%, and had $113.0 million drawn and $102.0 million of additional borrowing capacity, contributing to total liquidity of about $119.9 million.

Positive

• Debt maturities extended and pricing reduced: The $355.0 million CMBS loan maturity is pushed out to as late as August 2030 at a 4.971% fixed rate, while the new $215.0 million revolving facility lowers credit spreads by 50 basis points and supports approximately $119.9 million of total liquidity.

Negative

• None.

Insights

REIT credit and capital structure analyst

Orion refinances key debt, extending maturities and modestly lowering spreads.

Orion Properties Inc. reworked its balance sheet by extending a $355.0 million CMBS loan and replacing a $350.0 million revolver with a new $215.0 million secured facility. The CMBS now runs to as late as August 2030 at a 4.971% fixed rate, reducing near-term refinancing pressure.

The new revolver cuts pricing by 50 basis points to SOFR plus 2.75% and base rate plus 1.75%, which the company expects will lower interest expense. As of February 19, 2026, Orion reported $113.0 million drawn and total liquidity of about $119.9 million, with covenants on leverage, fixed-charge coverage, net worth and collateral coverage providing ongoing discipline.

Cash sweep and reserve requirements on the CMBS, plus mandatory prepayment of revolver borrowings from excess cash above $25.0 million, will influence free cash flow allocation between debt reduction, capital expenditures and distributions. Actual effects will depend on property performance and leasing across the 19 CMBS collateral assets and 28 properties supporting the revolver.

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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): February 19, 2026 (February 17, 2026)

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.)

3200 E. Camelback Road, Suite 100

Phoenix,

AZ

85018

(Address of principal executive offices, including zip code)

(602)

698-1002

(Registrant’s telephone number, including area code)

2398 E. Camelback Road, Suite 1060

Phoenix,

AZ

85016

(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 1.01. Entry into a Material Definitive Agreement.

CMBS Loan Extension and Modification Agreement

On February 17, 2026, Orion Properties Inc. (the “Company”), through certain of its subsidiaries (the “Mortgage Borrowers”), entered into a loan extension and modification agreement (“Loan Modification Agreement”) with Computershare Trust Company, National Association, as Trustee, for the benefit of the holders of Wells Fargo Commercial Mortgage Trust 2022-ONL, Commercial Mortgage Pass-Through Certificates, Series 2022-ONL (the "Lender"). The Loan Modification Agreement relates to that certain $355.0 million fixed rate securitized mortgage loan dated February 10, 2022 (the “CMBS Loan”). The Loan Modification Agreement includes the following terms and conditions, among others:

•The maturity date of the CMBS Loan has been extended two years from February 11, 2027 until February 11, 2029, subject to two borrower extension options, with the first giving the Mortgage Borrowers the right to further extend the maturity date for an additional one year until February 11, 2030, and the second giving the Mortgage Borrowers the right to further extend the maturity date for an additional six months, until August 11, 2030, each upon satisfaction of certain conditions, including prepayment of the outstanding principal balance of the CMBS Loan by $2.5 million for the initial one-year additional extension and $10.0 million for the six-month additional extension.

•The fixed annual interest rate on the CMBS Loan of 4.971% is unchanged during all extension terms.

•Upon closing of the Loan Modification Agreement, the Mortgage Borrowers made a $2.05 million partial prepayment of the CMBS Loan.

•A new all-purpose reserve was established by the Lender into which all existing tenant improvement, leasing commission and other borrower reserve amounts were funded (a total of $37.7 million on the loan modification date) and the Mortgage Borrowers deposited an additional $7.74 million into the all-purpose reserve which was funded from borrowings under the Company’s Original Revolving Facility (as defined below) and such borrowings were refinanced with borrowings under the New Revolving Facility (as defined below).

•The all-purpose reserve will be used to pay leasing costs and capital expenditures associated with the 19 properties that serve as collateral for the CMBS Loan, as well as to pay any property operating expenses not otherwise fully covered by revenues from the 19 properties.

•The Mortgage Borrowers have agreed that until maturity, the Lender will sweep all monthly excess cash flows from the 19 properties, after payment of interest and property operating expenses. During the initial extension period, the Lender will apply one-half of such excess funds to prepay the outstanding principal balance of the CMBS Loan, and the other half to fund the all-purpose reserve. During any additional extension period, the Lender will apply 75% of such excess funds to prepay the outstanding principal balance of the CMBS Loan, and the remaining 25% of such excess funds to fund the all-purpose reserve. The all-purpose reserve is subject to a cap of $15.0 million during the one-year additional extension period and $5.0 million during the six-month additional extension period. If the reserve cap has been reached, all additional or excess amounts will be utilized to prepay the outstanding principal balance of the CMBS Loan.

•The Company agreed to certain additional obligations that are recourse to the Company.

There are no other relationships between the Company and any of its subsidiaries, including the Mortgage Borrowers, on the one hand, and the Lender, on the other hand.

The above description of the Loan Modification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Modification Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by reference herein.

New Revolving Facility

On February 18, 2026, the Company, as parent, and Orion Properties LP, as borrower (“Orion OP”), entered into a credit agreement for a new $215.0 million senior secured revolving credit facility (the “New Revolving Facility”), with the financial institutions party thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent. The New Revolving Facility refinances the Company’s $350.0 million senior revolving facility (the “Original Revolving Facility”). The credit agreement for the New Revolving Facility includes the following terms and conditions, among others:

•The Original Revolving Facility has been terminated and the indebtedness thereunder has been discharged and paid in full with borrowings under the New Revolving Facility. As of the date hereof, the Company had $113.0 million of outstanding borrowings and $102.0 million of additional borrowing capacity under the New Revolving Facility.

•The lenders have agreed to make revolving loans in an aggregate principal balance of up to $215.0 million to Orion OP (a reduction in the lenders’ commitment from $350.0 million pursuant to the Original Revolving Facility). Consistent

with the Original Revolving Facility, proceeds from the New Revolving Facility may be used for general corporate purposes and loans under the New Revolving Facility may be prepaid and reborrowed, and unused commitments under the New Revolving Facility may be reduced, at any time, in whole or in part, by Orion OP, without premium or penalty (except for SOFR breakage costs).

•The maturity date of the New Revolving Facility is February 18, 2028, subject to Orion OP’s right to further extend the maturity date for two additional option periods of six months each, upon satisfaction of certain conditions.

•The interest rate applicable to the loans under the New Revolving Facility may be determined, at the election of Orion OP, on the basis of Daily Simple SOFR, Term SOFR or a base rate, plus an applicable margin of 2.75% for SOFR loans and 1.75% for base rate loans (representing a 50-basis point reduction in the applicable margins under the Original Revolving Facility and the 10-basis point SOFR adjustment under the Original Revolving Facility was eliminated). To the extent that amounts under the New Revolving Facility remain unused, consistent with the Original Revolving Facility, Orion OP is required to pay a quarterly commitment fee on the unused portion of the New Revolving Facility in an amount equal to 0.25% of the unused portion of the New Revolving Facility.

•Orion OP and the Company have agreed to grant the lenders first priority mortgages and deeds of trust on a pool of 28 of the Company’s properties and on any additional properties acquired in the future by the Company and approved by the administrative agent (the “Collateral Properties”), and provide other customary collateral associated with a first lien on commercial office properties. Collateral Properties may only be released from the applicable lien in connection with a sale of such property to a third party or qualified financing and 100% of the net cash proceeds must be applied to repay borrowings under the New Revolving Facility.

•Consistent with the Original Revolving Facility, Orion OP’s borrowings are also secured by, among other things, first priority pledges of the equity interest in our subsidiaries that own the Collateral Properties (the “Subsidiary Guarantors”).

•Consistent with the Original Revolving Facility, Orion OP’s borrowings under the New Revolving Facility are guaranteed pursuant to a guaranty by each of the Company (the “Parent Guaranty”), Orion Properties Holdings I LLC, and the Subsidiary Guarantors.

•Orion OP and the lenders agreed that the financial covenants set forth below must be satisfied by Orion OP. Orion OP was in compliance with these financial covenants of the date of the New Revolving Facility.

◦The ratio of total debt to total asset value shall not exceed 0.60 to 1.00.

◦The ratio of adjusted EBITDA to fixed charges must be not less than 1.50 to 1.00.

◦Orion OP's consolidated tangible net worth must be not less than $740.6 million plus 75% of the net proceeds from any equity offering after the date of the New Revolving Facility.

◦Collateral Property Availability must be at least $215.0 million. For this purpose, Collateral Property Availability means 60% of the aggregate as-is appraised value of all Collateral Properties.

◦Collateral Property Debt Yield must be at least 13%.

•Consistent with the Original Revolving Facility, the New Revolving Facility requires that Orion OP comply with various covenants, including covenants restricting, subject to certain exceptions, liens, investments, mergers, asset sales and the payment of certain dividends. If, on any day, Orion OP has unrestricted cash and cash equivalents in excess of $25.0 million (excluding amounts that are then designated for application or use and are subsequently used for such purposes within 30 days), Orion OP will use such excess amount to prepay loans under the New Revolving Facility, without premium or penalty and without any reduction in the lenders’ commitment under the New Revolving Facility.

Consistent with the Original Revolving Facility, the New Revolving Facility includes customary representations and warranties of the Company and Orion OP, which must be true and correct in all material respects as a condition to future extensions of credit under the New Revolving Facility. The New Revolving Facility also includes customary events of default, the occurrence of which, following any applicable grace period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations of Orion OP under the New Revolving Facility to be immediately due and payable and foreclose on the collateral securing the New Revolving Facility.

We have entered into a variety of transactions with the lenders or their affiliates in the normal course of our business, such as financings, derivative transactions, and the appointment as sales agents under our at-the-market equity program which was terminated by us without having utilized the program in November 2025, and we may continue to do so in the future. We have engaged affiliates of Wells Fargo Bank, National Association to perform certain financial advisory services to the Company, and we may engage one or more of the lenders or their affiliates to provide advisory, investment banking or other services in the future.

The above descriptions of the New Revolving Facility and Parent Guaranty do not purport to be complete and are qualified in their entirety by reference to the full text of the credit agreement for the New Revolving Facility and Parent Guaranty, which are attached as Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K, and incorporated by reference herein.

Item 1.02. Termination of a Material Definitive Agreement.

On February 18, 2026, the Company entered into the New Revolving Facility described in Item 1.01, replacing and terminating the Original Revolving Facility. The Company did not experience any material early termination penalties due to the termination of the Original Revolving Facility.

Item 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

A copy of the Company's press release regarding the Loan Modification Agreement and New Revolving Facility has been furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1*						Loan Extension and Modification Agreement, dated February 17, 2026, by and among the entities identified as Borrower on the signature page attached thereto, as Borrower, Orion Properties Inc. (solely with respect to specified sections), as Guarantor, and Computershare Trust Company, National Association, as Trustee, for the benefit of holders of Wells Fargo Commercial Mortgage Trust 2022-ONL, Commercial Mortgage Pass-Through Certificates, Series 2022-ONL, as Lender.
10.2*						Credit Agreement, dated February 18, 2026, by and among Orion Properties Inc., as Parent, Orion Properties LP, as Borrower, the financial institutions party thereto, as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent.
10.3*						Parent Guaranty, dated February 18, 2026, by Orion Properties Inc. in favor of Wells Fargo Bank, National Association, as Administrative Agent.
99.1						Press Release dated February 19, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

____________________________________

*     Filed herewith

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/ Paul H. McDowell
			Name:			Paul H. McDowell
			Title:			Chief Executive Officer

Date: February 19, 2026

Exhibit 99.1 1 FOR IMMEDIATE RELEASE Orion Properties Inc. Positioned For Continued Business Plan Execution With New $215 Million Revolving Facility and Extension of $355 Million CMBS Loan - Meaningfully Extends Debt Maturity Profile - PHOENIX, AZ, February 19, 2026 – (BUSINESS WIRE) – Orion Properties Inc. (“Orion” or the “Company”) (NYSE: ONL) today announced that it has entered into a new $215 million senior secured revolving credit facility and extended its existing $355 million commercial mortgage-backed securities ("CMBS") loan. These transactions meaningfully extend Orion’s debt maturity profile and maintain the Company’s healthy liquidity position. Paul McDowell, Chief Executive Officer and President of Orion, said, “Proactively addressing our near-term maturities has been a key priority and we appreciate our lenders confidence in our business strategy. The successful execution of our new revolving credit facility and the extension of the CMBS loan materially enhances our capital structure and eliminates near-term maturity risk for Orion. The new lower interest rate spread on our revolver and the extension of the CMBS loan at a sub 5% fixed rate along with accompanying principal amortization will serve to reduce our previously expected interest rate expense in coming periods. With these debt maturities extended and our access to credit preserved and aligned with our business plan, we are well positioned to continue executing on our strategy and driving a more stable and growing earnings profile.” The new $215 million revolving credit facility, entered into with four of the banks in the existing lender group, is secured by a pool of 28 properties and is scheduled to mature on February 18, 2029, inclusive of two six-month extension options. This new credit facility refinances and replaces the existing $350 million revolving credit facility that was due to mature on May 12, 2026, reduces the interest rate margin on our borrowings by 50-basis points, to SOFR plus 2.75%, and eliminates the 10-basis point SOFR adjustment. As of February 19, 2026, the Company had $113 million outstanding on the new revolving credit facility. In addition, the Company amended its $355 million CMBS loan secured by 19 properties, which was due to mature in February 2027. The amendment extends the maturity date by three and a half years to August 2030, inclusive of two additional extension options for a total of 18 months. During this time, the fixed interest rate of 4.971% will remain unchanged and excess cash flows after payment of interest and property operating expenses will be swept by the lender to be applied to a combination of prepaying the outstanding principal balance of the CMBS loan and funding reserves principally for capital expenditures. See the Company’s Form 8-K filed today with the Securities and Exchange Commission for additional information about the terms and conditions of the new revolving credit facility and CMBS loan amendment. Following these transactions, the Company had total liquidity of approximately $119.9 million, including cash and availability under the new revolving credit facility. Wells Fargo Bank, National Association will remain the administrative agent for the Company’s new revolving credit facility, and the lenders are Wells Fargo Bank, N.A., JP Morgan Chase Bank, TD Bank, N.A. and MidFirst Bank. About Orion Properties Inc. Orion Properties Inc. is an internally-managed real estate investment trust engaged in the ownership, acquisition and management of a diversified portfolio of office properties located in high-quality suburban markets across the United

2 States and leased primarily on a single-tenant net lease basis to creditworthy tenants. The Company’s portfolio is comprised of traditional office properties, as well as governmental, medical office, flex/laboratory and R&D and flex/industrial properties. The Company was founded on July 1, 2021, spun-off from Realty Income (NYSE: O) on November 12, 2021 and began trading on the New York Stock Exchange on November 15, 2021. The Company is headquartered in Phoenix, Arizona and has an office in New York, New York. For additional information on the Company and its properties, please visit onlreit.com. Forward-Looking Statements Information set forth in this press release includes “forward-looking statements” which reflect the Company’s expectations and projections regarding future events and plans and future financial condition. These forward-looking statements are based on information currently available to the Company and involve a number of known and unknown assumptions and risks, uncertainties and other factors, which may be difficult to predict and beyond the Company’s control, that could cause actual events and plans or could cause the Company’s business, financial condition, liquidity and results of operations to differ materially from those expressed or implied in the forward-looking statements. Factors that may affect future results include: the risk of increases in interest rates, such as that our borrowing costs may increase and we may be unable to refinance our debt obligations on favorable terms and in a timely manner or at all; conditions associated with the global market, including an oversupply of office space, tenant credit risk and general economic conditions and geopolitical conditions; our strategic review process will be costly and time-consuming and may not result in a transaction, and any transaction that occurs may not increase stockholder value; the risk that recent changes in United States trade policy and the imposition of new tariffs continue to create disruption in macroeconomic conditions and could adversely impact our lenders, tenants and prospective tenants, and cause them to reduce or decline to do business with us or fail to meet their obligations to us; the extent to which changes in workplace practices and office space utilization, including remote and hybrid work arrangements, and changes in governmental budgetary priorities, will continue and the impact that may have on demand for office space at our properties; our ability to acquire new properties, convert certain vacant properties to multi-tenant use and sell non-core assets on favorable terms and in a timely manner, or at all; risks associated with acquisitions, including the risk that we may not be in a position, or have the opportunity in the future, to make suitable property acquisitions on advantageous terms and/or that such acquisitions will fail to perform as expected; our ability to comply with the terms of our credit agreement or to meet the debt obligations on our properties; changes in the real estate industry and in the performance of financial markets and interest rates and our ability to effectively hedge against interest changes; and our ability to renew leases with existing tenants or re-let vacant space to new tenants on favorable terms and in a timely manner or at all. Additional factors that may affect future results are contained in the Company’s filings with the SEC, which are available at the SEC’s website at www.sec.gov. The Company disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as required by law. Investor Relations Contact: Email: investors@onlreit.com Phone: 602-675-0338

FAQ

What key financing actions did Orion Properties Inc. (ONL) announce?

Orion extended its $355.0 million CMBS loan and entered a new $215.0 million senior secured revolving credit facility. Together, these transactions push out major maturities, adjust pricing and support what the company describes as a healthy liquidity position for executing its business plan.

How were the terms of Orion’s $355 million CMBS loan changed?

The $355.0 million CMBS loan’s maturity moved from February 2027 to February 11, 2029, with options to extend to February 11, 2030 and then August 11, 2030. The fixed interest rate remains 4.971%, and excess cash flows will help prepay principal and fund reserves.

What are the main features of Orion’s new $215 million revolving credit facility?

The new $215.0 million senior secured revolver matures on February 18, 2028, with two six‑month extension options, and replaces a $350.0 million facility. It carries interest of SOFR plus 2.75% or base rate plus 1.75%, a 50‑basis‑point margin reduction versus the prior revolver, and is secured by 28 properties.

How much liquidity does Orion Properties (ONL) report after these debt transactions?

Following completion of the CMBS loan amendment and new revolving credit facility, Orion reported total liquidity of approximately $119.9 million. This figure includes cash on hand and available borrowing capacity under the new $215.0 million revolver, on which $113.0 million was outstanding as of February 19, 2026.

What financial covenants apply under Orion’s new revolving facility?

Key covenants require total debt to total asset value not above 0.60 to 1.00, adjusted EBITDA to fixed charges of at least 1.50 to 1.00, consolidated tangible net worth of at least $740.6 million plus a portion of equity proceeds, sufficient collateral availability, and a minimum 13% collateral property debt yield.

How will excess cash flows be used under Orion’s modified CMBS structure?

The lender will sweep monthly excess cash flows from the 19 CMBS collateral properties after interest and operating expenses. During the initial extension, half goes to principal prepayment and half to the all‑purpose reserve; in later extensions, 75% goes to principal and 25% to the reserve, subject to reserve caps.

Filing Exhibits & Attachments

8 documents

Press Releases

• EX-99.1 EX-99.1 8.5 KB

Agreements & Contracts

• EX-10.1 EX-10.1 72.7 KB
• EX-10.2 EX-10.2 680.0 KB
• EX-10.3 EX-10.3 37.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 6.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 18.1 KB