Orion Properties (ONL) CFO granted 15,042 PRSU shares, 4,763 withheld for taxes

Rhea-AI Filing Summary

Orion Properties Inc. executive Brandon Gavin reported routine equity compensation activity involving company common stock. On January 15, 2026, he acquired 15,042 shares of common stock at $0 upon settlement of vested performance-based restricted stock units (PRSUs) granted under the company’s equity plan. The PRSU payout was based on Orion’s achievement of specified operational performance metrics for a period from January 1, 2023 through December 31, 2025, with the final amount determined on January 15, 2026.

On the same date, 4,763 shares were withheld at a reference price of $2.13 per share to cover applicable tax withholding obligations tied to the vesting. Following these transactions, Gavin directly owned 250,139 shares of Orion Properties Inc. 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

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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.

2398 E. CAMELBACK ROAD, SUITE 1060

(Street)

PHOENIX AZ 85016

(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)
01/15/2026

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	01/15/2026		A		15,042(1)	A	$0	254,902	D
Common Stock	01/15/2026		F		4,763(2)	D	$2.13(3)	250,139	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. Acquisition of shares of Issuer's common stock upon settlement of vested performance-based restricted stock unit awards ("PRSUs") under Issuer's equity plan. The amount was based on the Issuer's level of achievement of certain operational performance metrics for the performance period, which commenced on January 1, 2023 and ended on December 31, 2025. The payout amount was finalized on January 15, 2026.

2. Reflects the product of the applicable withholding rate and the 15,042 shares of common stock that vested pursuant to the terms of the Reporting Person's PRSU award agreement.

3. Reflects the closing sale price of the Issuer's common stock as reported on the New York Stock Exchange on January 15, 2026.

Remarks:

Executive Vice President, Chief Financial Officer and Treasurer

	/s/ Paul C. Hughes, by power of attorney	01/20/2026
	** 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 activity did Orion Properties Inc. (ONL) report in this Form 4?

The filing shows that executive Brandon Gavin acquired 15,042 shares of Orion Properties Inc. common stock through the settlement of vested performance-based restricted stock units, with related share withholding for taxes.

How many Orion Properties Inc. (ONL) shares did Brandon Gavin acquire and at what price?

He acquired 15,042 shares of common stock at $0 per share upon settlement of vested PRSUs under the company’s equity plan.

Why were 4,763 Orion Properties Inc. (ONL) shares withheld from Brandon Gavin?

The 4,763 shares reflect the product of the applicable withholding rate and the 15,042 vested shares, representing shares withheld to satisfy tax obligations associated with the PRSU vesting, using a reference price of $2.13 per share.

What performance period applied to the PRSUs reported by Orion Properties Inc. (ONL)?

The performance-based restricted stock units were tied to operational performance metrics measured over a period from January 1, 2023 through December 31, 2025, with the payout finalized on January 15, 2026.

How many Orion Properties Inc. (ONL) shares does Brandon Gavin own after these transactions?

After the reported transactions, Brandon Gavin directly owned 250,139 shares of Orion Properties Inc. common stock.

What is Brandon Gavin’s role at Orion Properties Inc. (ONL)?

In the remarks, he is identified as Executive Vice President, Chief Financial Officer and Treasurer of Orion Properties Inc.