Orion Properties (ONL) officer has 3,200 shares withheld for RSU taxes

Rhea-AI Filing Summary

Orion Properties Inc. officer Brandon Gavin reported a routine tax-related share disposition. On the vesting of 12,141 restricted stock units, 3,200 shares of common stock were withheld at $2.45 per share to cover tax obligations. After this non-market transaction, he directly holds 228,555 shares of 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

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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^*

Brandon Gavin

(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)
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		3,200(1)	D	$2.45(2)	228,555	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 12,141 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 March 6, 2026.

Remarks:

Executive Vice President, Chief Financial Officer and Treasurer

	/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 insider transaction did Orion Properties (ONL) report for Brandon Gavin?

Orion Properties reported that officer Brandon Gavin had 3,200 common shares withheld to cover taxes on vested restricted stock units. This Form 4 shows a non-market, tax-withholding disposition rather than an open-market stock sale or purchase.

How many Orion Properties (ONL) shares were withheld for taxes in this Form 4?

The filing shows 3,200 common shares withheld at $2.45 per share to satisfy tax obligations. These shares were part of a 12,141-share restricted stock unit vesting, reflecting automatic tax withholding rather than a discretionary market trade.

What RSU vesting is associated with the Orion Properties (ONL) Form 4?

The Form 4 notes that 12,141 shares of Orion Properties common stock vested under Brandon Gavin’s restricted stock unit award. A portion, 3,200 shares, was automatically withheld to cover taxes, as is common with equity compensation vesting events.

What price was used for the Orion Properties (ONL) tax-withholding shares?

The withheld shares were valued at $2.45 per share, which the filing states was the closing sale price of Orion Properties common stock on the New York Stock Exchange on March 6, 2026, the day before the transaction date.

How many Orion Properties (ONL) shares does Brandon Gavin hold after this Form 4?

After the tax-withholding disposition, Brandon Gavin directly holds 228,555 shares of Orion Properties common stock. This context shows the withheld 3,200 shares represent a small portion of his overall direct ownership position in the company.