Tax withholding moves 6,903 Orion Properties (NYSE: ONL) shares

Rhea-AI Filing Summary

Orion Properties Inc. General Counsel & Secretary Paul C. Hughes reported a tax-withholding disposition of company stock related to a vesting equity award. On the vesting of 15,106 restricted stock units, 6,903 shares of common stock were withheld at $2.56 per share to cover taxes, using the New York Stock Exchange closing price on that date. After this non-open-market transaction, Hughes directly owned 132,743 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^*

Hughes Paul C

(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)
	General Counsel & Secretary

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		6,903(1)	D	$2.56(2)	132,743	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:

	/s/ Paul C. Hughes	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 Paul C. Hughes?

Orion Properties reported a tax-withholding disposition by General Counsel Paul C. Hughes. The company withheld 6,903 common shares when his restricted stock units vested, using the shares to satisfy tax obligations instead of an open-market sale.

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

The Form 4 shows 6,903 Orion Properties common shares were withheld for taxes. These shares were taken from 15,106 restricted stock units that vested, reflecting the applicable withholding rate rather than a discretionary buy or sell decision.

What price per share was used for the Orion Properties (ONL) tax withholding?

The tax-withholding disposition used a price of $2.56 per Orion Properties share. This value reflects the closing sale price of the company’s common stock on the New York Stock Exchange on February 26, 2026, the transaction date reported.

How many Orion Properties (ONL) restricted stock units vested for Paul C. Hughes?

A total of 15,106 Orion Properties restricted stock units vested for Paul C. Hughes. The company then withheld 6,903 of the resulting shares to cover taxes, consistent with the terms of his restricted stock unit award agreement.

How many Orion Properties (ONL) shares does Paul C. Hughes own after this Form 4?

After the reported tax-withholding disposition, Paul C. Hughes directly owns 132,743 Orion Properties common shares. This figure reflects his holdings following the vesting of restricted stock units and the related withholding of shares for tax purposes.

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

No, the transaction was not an open-market sale. It is classified as a tax-withholding disposition, where 6,903 shares from a vesting award were delivered to satisfy tax liabilities, rather than sold by the insider on the open market.