Tax-withholding share disposition by Orion Properties (ONL) executive

Rhea-AI Filing Summary

Orion Properties Inc. executive Schmidt Revea Lynn reported a tax-related share disposition. On this Form 4, 4,782 shares of common stock were withheld at $2.56 per share to cover taxes tied to a restricted stock unit vesting. The footnotes explain this reflects the applicable withholding rate applied to 15,106 vested shares. After this tax-withholding disposition, Lynn directly owned 120,397 shares of Orion Properties 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

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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)
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		4,782(1)	D	$2.56(2)	120,397	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 15,106 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:

Senior Vice President, Chief Accounting Officer

	/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 Schmidt Revea Lynn report for Orion Properties Inc. (ONL)?

Schmidt Revea Lynn reported a tax-withholding disposition of Orion Properties common stock. A total of 4,782 shares were withheld to satisfy tax obligations related to vested restricted stock units covering 15,106 shares, rather than an open-market sale.

How many Orion Properties (ONL) shares were withheld for taxes in this Form 4?

The Form 4 shows 4,782 shares of Orion Properties common stock withheld. These shares correspond to the applicable withholding rate on 15,106 shares that vested under a restricted stock unit award, using the closing price as the valuation reference.

What price per share was used for the ONL tax-withholding disposition?

The transaction used $2.56 per share as the price for the tax-withholding disposition. A footnote states this equals the closing sale price of Orion Properties common stock on the New York Stock Exchange on February 26, 2026.

How many Orion Properties (ONL) shares does Schmidt Revea Lynn own after this transaction?

After the reported tax-withholding disposition, Schmidt Revea Lynn directly owned 120,397 shares of Orion Properties common stock. This figure reflects ownership immediately following the withholding of 4,782 shares to satisfy tax obligations on vested restricted stock units.

Was the ONL Form 4 transaction an open-market sale by Schmidt Revea Lynn?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were withheld to pay taxes on 15,106 vested restricted stock units, using the prevailing closing market price rather than an investor-initiated sale in the open market.