Orion Properties (ONL) director uses 33,008 shares to cover RSU tax withholding

Rhea-AI Filing Summary

Orion Properties Inc. director and officer Paul H. McDowell reported a tax-related share disposition. On March 3, 2026, he disposed of 33,008 shares of common stock at $2.46 per share to cover withholding taxes on 91,560 vested restricted stock units. After this tax-withholding disposition, he directly owned 536,771 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

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^*

MCDOWELL PAUL H

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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	03/03/2026		F		33,008(1)	D	$2.46(2)	536,771	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 91,560 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 3, 2026.

Remarks:

Chief Executive Officer, President

	/s/ Paul C. Hughes, by power of attorney	03/05/2026
	** 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 for Paul H. McDowell?

Orion Properties Inc. reported that director and officer Paul H. McDowell disposed of 33,008 shares of common stock. The disposition occurred on March 3, 2026, and was classified as a tax-withholding transaction related to vesting of restricted stock units.

Was the Orion Properties (ONL) Form 4 transaction an open-market sale?

The Form 4 transaction was not an open-market sale; it was a tax-withholding disposition. Shares were used to satisfy withholding obligations tied to 91,560 vested restricted stock units, based on the closing price on March 3, 2026.

How many Orion Properties (ONL) shares did Paul H. McDowell dispose of for tax withholding?

Paul H. McDowell disposed of 33,008 Orion Properties common shares to cover tax withholding. This amount reflects the applicable withholding rate applied to 91,560 vested restricted stock units under his restricted stock unit award agreement.

What price per share was used in the Orion Properties (ONL) tax-withholding disposition?

The tax-withholding disposition used a price of $2.46 per share. This price reflects the closing sale price of Orion Properties’ common stock on the New York Stock Exchange on March 3, 2026, as referenced in the footnotes.

How many Orion Properties (ONL) shares does Paul H. McDowell hold after the Form 4 transaction?

After the reported tax-withholding disposition, Paul H. McDowell directly holds 536,771 shares of Orion Properties common stock. This post-transaction holding is explicitly stated as the total shares following the March 3, 2026 transaction.

What triggered the tax-withholding share disposition for Orion Properties (ONL) insider Paul H. McDowell?

The disposition was triggered by the vesting of 91,560 shares of common stock under a restricted stock unit award. A portion of the vested shares, totaling 33,008, was withheld to satisfy tax obligations at the applicable withholding rate.