Orion Properties (NYSE: ONL) insider disposes shares to cover RSU taxes

Rhea-AI Filing Summary

Orion Properties Inc. officer Christopher Haviland Day reported a tax-withholding disposition of 7,871 shares of common stock on March 3, 2026. The shares were withheld at $2.46 per share in connection with 28,613 restricted stock units that vested, leaving him with 172,153.587 shares held directly.

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^*

Day Christopher Haviland

(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		7,871(1)	D	$2.46(2)	172,153.587	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 28,613 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:

Executive Vice President, Chief Operating 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).
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FAQ

What insider transaction did Orion Properties Inc. (ONL) report?

Orion Properties Inc. reported that officer Christopher Haviland Day disposed of 7,871 shares of common stock on March 3, 2026. The disposition was for tax withholding related to vested restricted stock units, not an open-market sale, at a reference price of $2.46 per share.

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

The filing shows 7,871 shares of Orion Properties common stock were disposed to satisfy tax withholding obligations. This amount reflects the applicable withholding rate applied to 28,613 shares of common stock that vested under the reporting person’s restricted stock unit award agreement on March 3, 2026.

What price per share was used in the Orion Properties (ONL) Form 4 transaction?

The Form 4 states a transaction price of $2.46 per share for the 7,871 shares. A footnote explains this reflects the closing sale price of Orion Properties’ common stock on the New York Stock Exchange on March 3, 2026, used for the tax-withholding calculation.

Was the Orion Properties (ONL) insider transaction an open-market sale?

No, the transaction was not an open-market sale. The Form 4 classifies it with code F as a tax-withholding disposition, meaning shares were withheld to pay exercise price or tax liability in connection with vested restricted stock units, rather than being sold directly into the market.

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

After the tax-withholding disposition, the reporting person directly holds 172,153.587 shares of Orion Properties common stock. This post-transaction balance is explicitly listed in the Form 4 as the total number of shares beneficially owned following the March 3, 2026 transaction.

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

The tax-withholding disposition was triggered when 28,613 shares of common stock vested under the reporting person’s restricted stock unit award agreement. The 7,871 shares disposed represent the product of the applicable withholding rate and those newly vested shares, according to the Form 4 footnote.