Orion Properties (ONL) leases 900k sqft, $81M sales; strategic review under way

Rhea-AI Filing Summary

Orion Properties Inc. reports portfolio stabilization and operational progress in 2025, citing 900,000 square feet leased in 2025 (after 1.1 million in 2024) and a weighted average lease term near 10 years on new 2025 leases. The company sold 10 properties totaling over 960,000 square feet for approximately $81 million of gross proceeds and completed additional post-year-end sales and pending non-core property sales totaling about $56 million combined. These dispositions are expected to reduce annual carry costs by $10.3 million. Orion acquired a 75,000 square foot Barilla facility for $15 million at an 8.1% initial cash cap rate. In February 2026 the company secured a $215 million secured revolver (maturing February 2029) and extended a $355 million CMBS loan to August 2030. Year-end leverage was Net Debt to Adjusted EBITDA 6.8x (6.2x net of restricted cash) with adjusted year-end liquidity of $146 million. On January 26, 2026 Orion entered a cooperation agreement with its largest shareholder, The Kawa Fund Limited, and launched an ongoing strategic options review assisted by Wells Fargo and J.P. Morgan. The Board declared quarterly dividends of $0.02 per share in each 2025 quarter and declared a $0.02 quarterly dividend for Q1 2026.

Insights

Real Estate Finance Analyst

Stabilization via dispositions and longer leases improves cash‑flow visibility.

Orion reports significant leasing activity—900,000 square feet in 2025—and disposal proceeds of $81 million plus subsequent sales near $56 million. The company cites a $10.3 million annual reduction in carry costs tied to those dispositions, which directly reduces cash outflows associated with vacant assets.

Balance sheet actions— a $215 million revolver to February 2029 and extension of a $355 million CMBS loan to August 2030—lengthen maturities and preserve liquidity. Reported leverage of 6.8x Net Debt to Adjusted EBITDA (6.2x net of restricted cash) and adjusted liquidity of $146 million frame near‑term capacity to execute the strategy; actual impact depends on execution of the strategic review and future disposition timing.

Strategic Transactions Advisor

Strategic review with largest shareholder opens sale or merger options while stand‑alone progress continues.

The company entered a cooperation agreement with The Kawa Fund Limited and initiated a public strategic options review assisted by Wells Fargo and J.P. Morgan. The review may include acquisitions, a sale of Orion, or continued independent operation; the process is ongoing.

This review provides a formal channel for proposals but does not commit to any outcome. Subsequent filings or announcements will be the source of any definitive transaction terms or approvals.

March 16, 2026 Dear Shareholders, Our team delivered strong operating performance in 2025 while making significant progress to stabilize the portfolio and execute our business plan. This sustained effort over the past couple of years has now positioned us for Core FFO earnings growth in 2026 and beyond. Starting with leasing – we completed over 900,000 square feet of leasing in 2025, on top of the 1.1 million square feet leased in 2024, reflecting an improving market backdrop. These are meaningful volumes, particularly given the reduced size of our portfolio, and have really moved the needle to enhance the quality and stability of our lease roll. Our weighted average lease term, or WALT, averaged nearly 10 years on new leases signed in 2025. This is nearly double our portfolio average, which continues to improve. Our accelerating portfolio improvement through increased disposition activity was another highlight in 2025. During the year, we sold 10 properties totaling more than 960,000 square feet for approximately $81 million of gross proceeds. After year end, we sold two additional vacant traditional office properties for over $13 million and are under contract to sell additional non-core properties for approximately $43 million in the near term. These sale transactions will substantially reduce the estimated carry costs associated with these vacant properties by a combined $10.3 million annually. As we have shared previously, we inherited a portfolio of primarily short lease term office properties, with many tenants preparing to vacate, creating a meaningful opportunity to reposition the portfolio over time. Over the past four years since our spinoff from Realty Income, we have aggressively managed the portfolio, selling 31 mostly vacant properties totaling 3.4 million square feet or 32% of the portfolio. These deliberate actions stabilized the portfolio under difficult market conditions and allowed us to focus on properties that better align with our long term investment priorities. While we will continue to selectively sell assets where the long-term leasing prospects do not justify the risk and cost of carry, we expect that the pace of dispositions will moderate in the years ahead as we focus on recycling capital to strengthen and grow the core portfolio. We are increasingly focused on owning properties where tenants conduct business that cannot be replicated from home or in other generic office space. These assets typically experience higher utilization, stronger rents and greater lease renewal probability, resulting in more stable cash flow and a stronger long term growth profile. These dedicated use assets, or DUAs, have other attractive features that we believe enhance tenant stability, such as significant tenant investment in our properties, and strategic placement near dedicated work forces, in addition to other attributes. Our DUA focus includes medical office, R&D, flex/laboratory, flex/ industrial, and governmental. At year end, DUAs comprise approximately 36% of our portfolio’s annualized base rent. A terrific example of this strategy is our acquisition of Barilla America’s headquarters building, which includes their sole pasta test kitchen and R&D facility in the United States. Worldwide, the Barilla Group is the world’s largest maker of pasta, and their products are a familiar sight on US grocery shelves. The 75,000 square foot property was acquired for $15 million at an attractive 8.1% initial cash capitalization rate and a 9% average capitalization rate over the approximately 11-year lease term. Turning to the balance sheet, in February of this year we addressed both of our major debt maturities that were scheduled to come due within the next year. First, with the support of our existing lenders, we entered a new $215 million secured revolving facility which will mature in February 2029 including extensions. Second, we extended our existing $355 million CMBS loan by three and half years to August 2030 including extensions. These significant achievements give us the financial flexibility and term to Orion Properties Inc. 3200 E Camelback Road, Suite 100, Phoenix, AZ 85018 New York Stock Exchange Symbol "ONL" 1

continue to execute our business plan. We continue to prioritize prudent leverage. At year end our full year Net Debt to Adjusted EBITDA was 6.8x and on a modified basis net of restricted cash was 6.2x. Our liquidity at year end, adjusted for our new revolver, was $146 million. As a small cap REIT, we remain focused on maintaining disciplined corporate overhead. During 2025 and early 2026, we implemented initiatives to reduce headcount and manage controllable general and administrative expense, or G&A, to improve efficiency while continuing to support the execution of our strategy. We will remain focused on this in 2026 and do not expect G&A to change materially in the coming years. On January 26th, 2026 we announced that we had reached a cooperation agreement with our largest shareholder, The Kawa Fund Limited. As part of that agreement, we agreed to a review of our strategic options, which may include, among other things, the consideration of potential acquisition and merger targets, the potential sale of Orion and continuing to operate as an independent publicly traded entity. We are assisted in this endeavor by our financial advisors at Wells Fargo and J.P. Morgan. While we have increasing confidence in our stand-alone prospects, management and the Board have also devoted time to considering other avenues for Orion to maximize shareholder value. Our ongoing public strategic options review process provides further opportunity to consider a range of potential strategic alternatives to maximize stockholder value and we remain very open to pursuing any actionable proposals. This process is ongoing as of the date of this letter. We are fortunate to have assembled a very seasoned leadership team with decades of experience in the net lease space and extensive public REIT experience. Most of our team at Orion has worked together for years and in some cases much longer. This accomplished team has successfully managed public companies through the inevitable cycles in the real estate industry, and I would like to thank them for their dedication and hard work throughout 2025. We look forward to keeping you updated on Orion’s continued progress in the year ahead. Sincerely, Paul McDowell CEO, President Orion Properties Inc. 3200 E Camelback Road, Suite 100, Phoenix, AZ 85018 New York Stock Exchange Symbol "ONL" 2

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PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information The Company’s common stock trades on the NYSE under the trading symbol “ONL”. The Company’s common stock began trading on the NYSE on November 15, 2021. Stock Price Performance Graph Set forth below is a line graph comparing the cumulative total stockholder return on the Company’s common stock, based on the market price of the common stock and assuming reinvestment of dividends, with the Russell 2000 Index and the FTSE National Association of Real Estate Investment Trusts All Equity Office REITs Index (“FTSE Nareit All Equity Office REITs Index”) for the period commencing November 15, 2021 and ending December 31, 2025. The graph assumes an investment of $100 on November 15, 2021. Comparison to Cumulative Total Return ONL Russell 2000 FTSE Nareit All Equity Office REITs 11/15/2021 12/31/2021 3/31/2022 6/30/2022 9/30/2022 12/31/2022 3/31/2023 6/30/2023 9/30/2023 12/31/2023 3/31/2024 6/30/2024 9/30/2024 12/31/2024 3/30/2025 6/30/2025 9/30/2025 12/31/2025 $0 $20 $40 $60 $80 $100 $120 The graph above and the accompanying text are not “soliciting material,” are not deemed filed with the SEC and are not to be incorporated by reference in any filing by us under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. In addition, the stock price performance in the graph above is not indicative of future stock price performance. Distributions Our future distributions may vary and will be determined by the Company’s Board of Directors based upon the circumstances prevailing at the time, including our financial condition, operating results, estimated taxable income and REIT distribution requirements, and may be adjusted at the discretion of the Board of Directors. The Company’s Board of Directors declared and paid a quarterly cash dividend of $0.02 per share for each of the four quarters of 2025 (record dates March 31, 2025, June 30, 2025, September 30, 2025 and December 31, 2025). On March 4, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.02 per share for the first quarter of 2026, payable on April 15, 2026 to stockholders of record as of March 31, 2026. As of February 27, 2026, the Company had approximately 8,363 stockholders of record of its common stock. Recent Sales of Unregistered Securities None. Table of Contents 31

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Executive Officers Paul H. McDowell Chief Executive Officer, President and Director Gavin B. Brandon Chief Financial Officer, Executive Vice President and Treasurer Christopher H. Day Chief Operating Officer, Executive Vice President Paul C. Hughes General Counsel and Secretary Directors Paul H. McDowell Chief Executive Officer, President and Director Reginald H. Gilyard Senior Advisor at the Boston Consulting Group, Inc. Kathleen R. Allen Professor Emerita at the Marshall School of Business at the University of Southern California Richard J. Lieb Former Senior Advisor of Greenhill & Co., LLC Gregory J. Whyte Chief Operating Officer of Realty Income Corporation Corporate Information Annual Meeting of Shareholders Wednesday, May 13, 2026 at 11:30 A.M. Eastern Time Virtual Meeting Stock Trading New York Stock Exchange Symbol: ONL Investor Relations T: (602) 675-0338 Email: investors@onlreit.com Transfer Agent Computershare Trust Company, N.A. c/o Computershare Investor Services P.O. Box 43006 Providence, RI 02940-3006 T: Toll Free: (877) 218-2434 M: International: (781) 575-3017 Corporate Headquarters Orion Properties Inc. 3200 E Camelback Road Suite 100 Phoenix, AZ 85018

FAQ

What leasing progress did Orion (ONL) report for 2025?

Orion leased 900,000 square feet in 2025, up from 1.1 million in 2024. This volume is cited as improving lease-roll quality, with new leases averaging a WALT near 10 years, about double the portfolio average on prior leases.

How much did Orion (ONL) raise from property sales in 2025?

Orion reported approximately $81 million of gross proceeds from selling 10 properties in 2025. The company also sold additional properties post‑year end for over $13 million and has contracts for about $43 million in further non‑core sales.

What debt actions did Orion (ONL) complete in early 2026?

Orion secured a $215 million secured revolving facility maturing February 2029 and extended a $355 million CMBS loan to August 2030. These moves lengthen debt maturities and were completed with existing lender support.

What is Orion’s reported leverage and liquidity position?

Year‑end Net Debt to Adjusted EBITDA was reported at 6.8x, or 6.2x on a modified basis net of restricted cash, with adjusted year‑end liquidity of $146 million. These figures were presented as the company’s balance sheet metrics.

What is the status of Orion’s strategic review and who is involved?

On January 26, 2026 Orion entered a cooperation agreement with The Kawa Fund Limited and launched an ongoing strategic options review. Financial advisors assisting the process are Wells Fargo and J.P. Morgan; the review remains in progress.