Tax-withholding share disposition by Orion Properties (NYSE: ONL) officer

Rhea-AI Filing Summary

Orion Properties Inc. officer Schmidt Revea Lynn reported a tax-withholding disposition of 6,793 shares of common stock on March 3, 2026, at $2.46 per share. The shares were withheld to cover obligations arising from 21,460 vested restricted stock units, leaving 113,604 shares of common stock held directly after the transaction.

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)
03/03/2026

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		6,793(1)	D	$2.46(2)	113,604	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 21,460 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:

Senior Vice President, Chief Accounting Officer

	/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?

Orion Properties Inc. reported that officer Schmidt Revea Lynn had 6,793 shares of common stock withheld for tax purposes at $2.46 per share. The withholding was linked to vested restricted stock units and was reported as a tax-withholding disposition.

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

The filing shows 6,793 shares of Orion Properties common stock were disposed of to satisfy tax obligations. This amount reflects the product of the applicable withholding rate and 21,460 restricted stock units that vested under the officer’s award agreement.

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

The transaction used a price of $2.46 per share for the 6,793 shares withheld. This price reflects the closing sale price of Orion Properties common stock on the New York Stock Exchange on March 3, 2026, as stated in the filing footnote.

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

After the tax-withholding disposition, officer Schmidt Revea Lynn directly holds 113,604 shares of Orion Properties common stock. This post-transaction balance is explicitly reported as total shares following the March 3, 2026 transaction in the Form 4 data.

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

The tax-withholding disposition was triggered when 21,460 shares of Orion Properties common stock vested under a restricted stock unit award. A portion, 6,793 shares, was withheld based on the applicable withholding rate to cover associated tax liabilities.