Orion Properties (ONL) director withholds 23,245 shares for taxes

Rhea-AI Filing Summary

Orion Properties Inc. director and officer Paul H. McDowell reported a tax-related share disposition. On February 26, he surrendered 23,245 shares of common stock at $2.56 per share to satisfy withholding obligations tied to restricted stock units that vested on that date.

The transaction reflects the withholding rate applied to 64,451 vested restricted stock units, using the New York Stock Exchange closing price. After this tax-withholding disposition, McDowell directly owned 569,779 Orion Properties 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^*

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)
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		23,245(1)	D	$2.56(2)	569,779	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 64,451 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:

Chief Executive Officer, President

	/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 ONL director Paul H. McDowell report?

Paul H. McDowell reported a tax-withholding disposition of 23,245 Orion Properties shares. The shares were surrendered to cover taxes on restricted stock units that vested, rather than sold in an open-market transaction, according to the Form 4 details and accompanying footnotes.

At what price were Paul H. McDowell’s ONL shares used for tax withholding?

The Orion Properties shares were valued at $2.56 each for the tax-withholding disposition. This price reflects the closing sale price of Orion’s common stock on the New York Stock Exchange on February 26, 2026, as specified in the Form 4 filing footnotes.

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

After the tax-withholding disposition, Paul H. McDowell directly owned 569,779 Orion Properties shares. This post-transaction ownership figure is disclosed in the Form 4 and reflects his remaining direct holdings following surrendering shares to satisfy restricted stock unit tax obligations.

What triggered the tax-withholding share disposition reported for ONL?

The disposition was triggered when 64,451 restricted stock units vested under McDowell’s award agreement. A portion of the resulting Orion Properties shares, 23,245 in total, was withheld to satisfy applicable tax obligations using the New York Stock Exchange closing price on February 26, 2026.

Was the ONL insider transaction an open-market sale or tax withholding?

The transaction was a tax-withholding disposition, not an open-market sale. Shares were delivered to satisfy McDowell’s tax liability from vesting restricted stock units, consistent with the Form 4’s transaction code F and the description of payment of tax liability using issuer securities.