Orion Properties (ONL) insider withholds shares to cover tax liability

Rhea-AI Filing Summary

Orion Properties Inc. executive Christopher Haviland Day reported a tax-withholding share disposition tied to a restricted stock unit vesting. On the event date, 6,375 shares of common stock were withheld at $2.56 per share to cover taxes on 20,141 newly vested RSUs.

After this non-open-market transaction, Day directly owned 180,024.587 shares of Orion Properties common stock.

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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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^*

Day Christopher Haviland

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		F		6,375(1)	D	$2.56(2)	180,024.587	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 20,141 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 February 26, 2026.

Remarks:

Executive Vice President, Chief Operating Officer

	/s/ Paul C. Hughes, by power of attorney	03/02/2026
	** 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 insider transaction did ONL’s Christopher Haviland Day report?

Christopher Haviland Day reported a tax-related share disposition, where 6,375 Orion Properties common shares were withheld to satisfy withholding obligations. The shares were tied to the vesting of 20,141 restricted stock units under his award agreement, rather than an open-market sale.

How many Orion Properties (ONL) shares were withheld and at what price?

A total of 6,375 Orion Properties common shares were withheld at $2.56 per share. This price reflects the closing sale price of Orion’s stock on the New York Stock Exchange on February 26, 2026, as disclosed in the filing’s footnotes.

Was the ONL insider transaction an open-market sale of shares?

No, the transaction was not an open-market sale. It was reported with code F, indicating a tax-withholding disposition where shares are delivered back to the issuer to cover tax liabilities arising from restricted stock unit vesting.

What award triggered the ONL tax-withholding share disposition?

The disposition was triggered by the vesting of 20,141 shares of Orion Properties common stock under Christopher Haviland Day’s restricted stock unit award agreement. The withheld shares represent the product of the applicable withholding rate and those newly vested RSU shares.

How many Orion Properties (ONL) shares does Christopher Haviland Day own after the transaction?

After the tax-withholding disposition, Christopher Haviland Day directly owned 180,024.587 Orion Properties common shares. This figure reflects his remaining direct holdings following the return of 6,375 shares to cover tax obligations on his vested restricted stock units.

What does transaction code F mean in the ONL Form 4 filing?

Transaction code F denotes payment of exercise price or tax liability by delivering securities. In this ONL filing, it shows shares were withheld to cover taxes owed on vested restricted stock units, rather than shares being sold on the open market.