Orion Properties (ONL) officer has 8,055 shares withheld for taxes

Rhea-AI Filing Summary

Orion Properties Inc. officer Brandon Gavin reported a tax-related share disposition under a Form 4. On the tax-withholding transaction dated February 26, 2026, 8,055 shares of common stock were withheld at a price of $2.56 per share to cover obligations arising from 27,694 vested restricted stock units. After this transaction, Gavin directly owned 242,084 common shares.

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)
02/26/2026

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	02/26/2026		F		8,055(1)	D	$2.56(2)	242,084	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 27,694 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 February 26, 2026.

Remarks:

Executive Vice President, Chief Financial Officer and Treasurer

	/s/ Paul C. Hughes, by power of attorney	03/02/2026
	** 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 8,055 common shares withheld in a tax-related disposition. This covered obligations from 27,694 restricted stock units that vested, with shares valued at $2.56 each based on the NYSE closing price.

Was Brandon Gavin’s Orion Properties (ONL) transaction an open-market sale?

No, the transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld to satisfy tax obligations triggered when 27,694 restricted stock units vested, using the $2.56 NYSE closing price on February 26, 2026.

How many Orion Properties (ONL) shares did Brandon Gavin beneficially own after the Form 4 transaction?

After the tax-withholding disposition, Brandon Gavin beneficially owned 242,084 Orion Properties common shares directly. This figure reflects his remaining stake following the withholding of 8,055 shares tied to the vesting of 27,694 restricted stock units.

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

The shares were valued at $2.56 per share, which was the closing sale price of Orion Properties common stock on the New York Stock Exchange on February 26, 2026. This price was applied to the 8,055 shares withheld for tax purposes.

What triggered the tax-withholding disposition reported for Orion Properties (ONL)?

The disposition was triggered when 27,694 restricted stock units awarded to Brandon Gavin vested. A portion of the resulting shares—8,055—was withheld to cover applicable tax obligations, using the NYSE closing price of $2.56 per share on that date.