Orion Properties (NYSE: ONL) withholds shares for taxes on RSU vesting

Rhea-AI Filing Summary

Orion Properties Inc. reported a routine tax-related share disposition by General Counsel & Secretary Paul C. Hughes. On March 7, 2026, 2,679 shares of common stock were withheld at $2.45 per share to cover taxes tied to the vesting of 6,622 restricted stock units. Following this tax-withholding disposition, Hughes directly holds 119,343 shares of Orion Properties common stock.

Insider Trade Summary

Net Seller: 2,679 shares

Net Sell 1 txn

Insider Hughes Paul C

Role General Counsel & Secretary

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	2,679	$2.45	$7K

Holdings After Transaction: Common Stock — 119,343 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Reflects the closing sale price of the Issuer's Common Stock as reported on the New York Stock Exchange on March 6, 2026.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/10/2026 - 05:10 PM Learn about SEC filing dates

FAQ

What insider transaction did Orion Properties (ONL) report for Paul C. Hughes?

Orion Properties reported a tax-related share disposition by General Counsel & Secretary Paul C. Hughes. The company withheld 2,679 common shares to satisfy tax obligations arising from the vesting of 6,622 restricted stock units granted under his award agreement.

Was the Orion Properties (ONL) Form 4 a market sale of shares?

The Form 4 did not disclose an open-market sale. Instead, it reported an F-code tax-withholding disposition, where 2,679 shares were withheld at a price of $2.45 per share to cover taxes from vested restricted stock units.

How many Orion Properties (ONL) shares were involved in the tax withholding?

The filing shows 2,679 Orion Properties common shares were withheld for taxes. This amount reflects the applicable withholding rate applied to 6,622 vested restricted stock units, as specified in the restricted stock unit award agreement referenced in the filing footnotes.

How many Orion Properties (ONL) shares does Paul C. Hughes hold after this filing?

After the tax-withholding disposition, Paul C. Hughes directly holds 119,343 shares of Orion Properties common stock. This post-transaction balance includes his remaining equity position following the withholding of 2,679 shares to meet tax obligations on vested restricted stock units.

What does transaction code F mean in the Orion Properties (ONL) Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, 2,679 shares were withheld to cover taxes related to 6,622 restricted stock units that vested, rather than representing an open-market purchase or sale.

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^*

Hughes Paul C

(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)
	General Counsel & Secretary

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		2,679(1)	D	$2.45(2)	119,343	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:

	/s/ Paul C. Hughes	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.