Were the gifted Orion Properties (ONL) shares related to restricted stock units?

Yes, a footnote states that some transferred shares were received upon the vesting of restricted stock units. Those shares were then moved for no consideration to a trust benefiting Kathleen Allen’s children.

Orion Properties (NYSE: ONL) director makes 154,486-share stock gift

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Orion Properties Inc. director Kathleen Allen reported making bona fide gifts of a total of 154,486 shares of common stock on June 12, 2026. The transactions were recorded at $0.00 per share as non-cash transfers.

One gift of 77,243 shares is associated with a trust for which Allen is co-trustee and whose beneficiaries are her children, involving shares received upon vesting of restricted stock units. A separate 77,243-share gift affected her direct holdings. Following these transfers, she holds 114,413 shares indirectly through the trust and 34,483 shares directly.

Insider Trade Summary

154,486 shares gifted

Mixed 2 txns

Insider ALLEN KATHLEEN

Role null

Type	Security	Shares	Price	Value
Gift	Common Stock	77,243	$0.00	--
Gift	Common Stock	77,243	$0.00	--

Holdings After Transaction: Common Stock — 34,483 shares (Direct, null); Common Stock — 114,413 shares (Indirect, By Trust)

Footnotes (1)

Reflects the transfer of shares, received upon the vesting of restricted stock units, for no consideration from the Reporting Person to a trust of which the Reporting Person is a co-trustee and the children of the Reporting Person are the sole beneficiaries The Reporting Person is the co-trustee of a trust that benefits the children of the Reporting Person.

Key Figures

Total shares gifted: 154,486 shares First gift tranche: 77,243 shares Second gift tranche: 77,243 shares +3 more

6 metrics

Total shares gifted 154,486 shares Bona fide gifts on June 12, 2026

First gift tranche 77,243 shares Non-derivative common stock, indirect ownership entry

Second gift tranche 77,243 shares Non-derivative common stock, direct ownership entry

Price per gifted share $0.00 per share Bona fide gift, non-cash transfer

Indirect holdings after gifts 114,413 shares Held through trust after June 12, 2026

Direct holdings after gifts 34,483 shares Directly held after June 12, 2026

Key Terms

Bona fide gift, restricted stock units, co-trustee, indirect, +1 more

5 terms

Bona fide gift financial

"transaction_code_description: "Bona fide gift""

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

restricted stock units financial

"shares, received upon the vesting of restricted stock units, for no consideration"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

co-trustee financial

"to a trust of which the Reporting Person is a co-trustee and the children"

indirect financial

"ownership_type: "indirect" with nature_of_ownership: "By Trust""

trust financial

"transfer of shares ... from the Reporting Person to a trust of which the Reporting Person is a co-trustee"

A trust is a legal setup in which one party (the trustee) holds and manages assets—like cash, stocks or property—on behalf of other people (beneficiaries) according to instructions from the person who created it (the grantor). Think of it as a locked box with a keyholder who must follow written rules; for investors it matters because trusts influence who controls and benefits from assets, affect taxes and succession, and can change how quickly or transparently shares are bought, sold or voted.

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Form 4 Insider Transactions: What Each Field Means →

06/15/2026 - 04:30 PM

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
Estimated average burden
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^*

ALLEN KATHLEEN

(Last)

(First)

(Middle)

C/O ORION PROPERTIES INC.

3200 E. CAMELBACK ROAD, SUITE 100

(Street)

PHOENIX

ARIZONA

85018

(City)

(State)

(Zip)

UNITED STATES

(Country)

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
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/12/2026		G		77,243⁽¹⁾	D	$0	34,483	D
Common Stock	06/12/2026		G		77,243⁽¹⁾	A	$0	114,413	I	By Trust⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects the transfer of shares, received upon the vesting of restricted stock units, for no consideration from the Reporting Person to a trust of which the Reporting Person is a co-trustee and the children of the Reporting Person are the sole beneficiaries

2. The Reporting Person is the co-trustee of a trust that benefits the children of the Reporting Person.

Remarks:

	/s/ Paul C. Hughes, by power of attorney	06/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Orion Properties (ONL) director Kathleen Allen report in this Form 4?

Kathleen Allen reported bona fide gifts of 154,486 Orion Properties common shares on June 12, 2026. The transactions were non-cash transfers at $0.00 per share, reallocating ownership between her direct holdings and a family trust.

How many Orion Properties (ONL) shares did Kathleen Allen gift?

She gifted a total of 154,486 common shares, split into two 77,243-share gifts. One involved shares tied to a family trust, while the other reduced her directly held position in Orion Properties stock.

What are Kathleen Allen’s Orion Properties (ONL) holdings after the gifts?

After the gifts, Allen holds 114,413 Orion Properties shares indirectly through a trust and 34,483 shares directly. These figures reflect her remaining ownership positions as reported following the June 12, 2026 transactions.

Were Kathleen Allen’s Orion Properties (ONL) transactions open-market sales?

No, the transactions were coded as “G” bona fide gifts, not open-market sales. They occurred at a stated price of $0.00 per share and represent ownership transfers rather than sales for cash proceeds.

What role does the trust play in Kathleen Allen’s Orion Properties (ONL) holdings?

A portion of the gifted shares was transferred to a trust where Allen is co-trustee and her children are sole beneficiaries. After these transfers, 114,413 Orion Properties shares are held indirectly through this trust structure.