[8-K] Orion Properties Inc. Reports Material Event

Rhea-AI Filing Summary

Orion Properties Inc. (ONL) furnished quarterly materials under Item 2.02. On November 6, 2025, the company furnished a press release on its third quarter 2025 results (Exhibit 99.1) and supplemental information for the quarter ended September 30, 2025 (Exhibit 99.2). The materials are designated as “furnished,” not “filed,” under the Exchange Act.

ONL’s common stock trades on the New York Stock Exchange under the symbol ONL. The company also provided the Cover Page Interactive Data File as Exhibit 104.

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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): November 6, 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 2.02. Results of Operations and Financial Condition.

On November 6, 2025, Orion Properties Inc. (the “Company”) furnished the following documents: (i) a press release relating to its third quarter 2025 results, attached hereto as Exhibit 99.1; and (ii) supplemental information for the quarter ended September 30, 2025, attached hereto as Exhibit 99.2. The information set forth in this Item 2.02 and in the attached Exhibits 99.1 and 99.2 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release issued November 6, 2025 relating to Third Quarter 2025 Results
99.2						Supplemental Information for the Quarter Ended September 30, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 6, 2025

FAQ

What did Orion Properties (ONL) disclose in this 8-K?

The company furnished a press release on third quarter 2025 results (Exhibit 99.1) and supplemental information for the quarter ended September 30, 2025 (Exhibit 99.2).

Are the Q3 2025 materials considered filed or furnished?

They are designated as furnished under Item 2.02 and are not deemed filed for purposes of Section 18 of the Exchange Act.

What exhibits were included by Orion Properties (ONL)?

Exhibits include 99.1 (press release), 99.2 (supplemental information), and 104 (Cover Page Interactive Data File).

What is the date of the report for this disclosure?

The date of the report is November 6, 2025.

Where is Orion Properties’ stock listed and under what symbol?

Common stock is listed on the New York Stock Exchange under the symbol ONL.

Which quarter do the supplemental materials cover?

They cover the quarter ended September 30, 2025.

Is Orion Properties identified as an emerging growth company?

Yes. The filing indicates Orion Properties is an emerging growth company.