Orion Properties (NYSE: ONL) officer uses 2,096 shares for tax withholding

Rhea-AI Filing Summary

Orion Properties Inc. reported that officer Schmidt Revea Lynn had 2,096 shares of common stock withheld on March 7, 2026 to cover tax obligations. The shares were valued at $2.45 per share, based on the prior day’s New York Stock Exchange closing price.

The withholding relates to 6,622 shares that vested under a restricted stock unit award, meaning this is a compensation-related tax payment rather than an open-market sale. After the transaction, Schmidt directly holds 111,508 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

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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^*

Schmidt Revea Lynn

(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		2,096(1)	D	$2.45(2)	111,508	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 6,622 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:

Senior Vice President, Chief Accounting Officer

	/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 Inc. (ONL) report in this Form 4?

Orion Properties Inc. reported that officer Schmidt Revea Lynn had 2,096 common shares withheld for taxes. The shares were tied to a restricted stock unit vesting event and not an open-market stock sale.

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

A total of 2,096 Orion Properties common shares were withheld at $2.45 per share. The price reflects the closing sale price on the New York Stock Exchange on March 6, 2026, as specified in the filing footnotes.

What award triggered the tax-withholding share disposition at Orion Properties (ONL)?

The disposition was triggered by 6,622 Orion Properties common shares that vested under Schmidt Revea Lynn’s restricted stock unit award. The company used 2,096 of those vested shares to satisfy applicable tax withholding requirements instead of a cash payment.

Does the Orion Properties (ONL) Form 4 show an open-market sale by the officer?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were surrendered to cover tax liabilities associated with restricted stock unit vesting, which is a routine, compensation-related mechanism rather than a discretionary stock sale.

How many Orion Properties (ONL) shares does the reporting officer hold after this transaction?

Following the tax-withholding transaction, Schmidt Revea Lynn directly holds 111,508 shares of Orion Properties common stock. This post-transaction balance shows the officer retains a substantial equity position after satisfying tax obligations through share withholding.