Orion Properties (NYSE: ONL) director logs tax-withholding share disposition

Rhea-AI Filing Summary

Orion Properties Inc. director and officer Paul H. McDowell reported a Form 4 transaction involving company common stock. On March 7, he had 10,197 shares of common stock disposed of at $2.45 per share to satisfy tax withholding obligations tied to a restricted stock unit award, rather than through an open-market sale. A footnote explains this reflects the applicable withholding rate on 28,256 vested shares. After the transaction, McDowell directly holds 526,574 shares of Orion Properties common stock, indicating he retains a substantial equity position.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MCDOWELL PAUL H

Role See Remarks.

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	10,197	$2.45	$25K

Holdings After Transaction: Common Stock — 526,574 shares (Direct)

Footnotes (1)

1. Reflects the product of the applicable withholding rate and the 28,256 shares of common stock that vested pursuant to the terms of the Reporting Person's restricted stock unit award agreement. Reflects the closing sale price of the Issuer's Common Stock as reported on the New York Stock Exchange on March 6, 2026.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MCDOWELL PAUL H

(Last) (First) (Middle)

C/O ORION PROPERTIES INC.

3200 E. CAMELBACK ROAD, SUITE 100

(Street)

PHOENIX AZ 85018

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Orion Properties Inc. [ ONL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks.

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/07/2026		F		10,197(1)	D	$2.45(2)	526,574	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects the product of the applicable withholding rate and the 28,256 shares of common stock that vested pursuant to the terms of the Reporting Person's restricted stock unit award agreement.

2. Reflects the closing sale price of the Issuer's Common Stock as reported on the New York Stock Exchange on March 6, 2026.

Remarks:

Chief Executive Officer, President

	/s/ Paul C. Hughes, by power of attorney	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Orion Properties (ONL) insider Paul H. McDowell report on this Form 4?

Paul H. McDowell reported a tax-related share disposition, not an open-market trade. On March 7, 10,197 Orion Properties common shares were surrendered to cover withholding taxes on a restricted stock unit vesting, and he continued to hold 526,574 shares afterward.

Was Paul H. McDowell’s Orion Properties (ONL) Form 4 a stock sale?

The Form 4 shows a tax-withholding disposition, not a market sale. Shares were delivered at $2.45 per share to satisfy tax obligations from 28,256 vested restricted stock units, according to the filing footnotes, while his remaining direct ownership stayed substantial.

How many Orion Properties (ONL) shares did Paul H. McDowell dispose of for taxes?

He disposed of 10,197 Orion Properties common shares to cover tax withholding. The price used was $2.45 per share, which the filing notes was the New York Stock Exchange closing price on March 6, 2026, rather than a separate negotiated sales price.

How many Orion Properties (ONL) shares does Paul H. McDowell hold after this Form 4?

Following the reported tax-withholding transaction, Paul H. McDowell directly holds 526,574 Orion Properties common shares. This post-transaction balance is disclosed in the filing and indicates that the tax-related disposition affected only a small portion of his overall holdings.

What triggered the tax-withholding disposition reported by Orion Properties (ONL) insider McDowell?

The disposition was triggered by the vesting of 28,256 restricted stock units awarded to McDowell. The filing explains that 10,197 shares represented the product of the applicable withholding rate and the vested shares, satisfying tax obligations tied to that equity compensation event.