[Form 4] Orion Properties Inc. Insider Trading Activity

Rhea-AI Filing Summary

Orion Properties Inc. officer Brandon Gavin reported a Form 4 transaction involving a tax-related share disposition. On March 3, 2026, 10,329 shares of common stock were disposed of at a price of $2.4600 per share to cover tax withholding obligations.

According to the footnotes, this reflected the product of the applicable withholding rate and 39,342 shares of common stock that vested under Gavin's restricted stock unit award. After this transaction, Gavin directly held 231,755 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^*

Brandon Gavin

(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		10,329(1)	D	$2.46(2)	231,755	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 39,342 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 Financial Officer and Treasurer

	/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 (ONL) report for Brandon Gavin?

Orion Properties reported a Form 4 for officer Brandon Gavin showing a tax-withholding disposition of 10,329 common shares on March 3, 2026. The shares were used to satisfy tax obligations related to a restricted stock unit vesting.

Was the Orion Properties (ONL) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Code "F" indicates shares were withheld or delivered to cover tax liabilities from a restricted stock unit award vesting on March 3, 2026.

How many Orion Properties (ONL) shares vested for Brandon Gavin?

A total of 39,342 common shares vested under Brandon Gavin’s restricted stock unit award. The reported 10,329-share disposition reflects the applicable withholding rate applied to those vested shares to satisfy related tax obligations.

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

The disposition used a price of $2.4600 per share, matching the closing sale price of Orion Properties common stock on the New York Stock Exchange on March 3, 2026, as disclosed in the filing’s footnotes.

How many Orion Properties (ONL) shares does Brandon Gavin hold after the Form 4?

After the tax-withholding disposition, Brandon Gavin directly held 231,755 shares of Orion Properties common stock. This figure reflects his ownership immediately following the March 3, 2026 transaction reported in the Form 4.

What does transaction code "F" mean in the Orion Properties (ONL) Form 4?

Transaction code "F" indicates payment of an exercise price or tax liability by delivering securities. In this case, 10,329 Orion Properties shares were disposed of to cover tax withholding tied to a restricted stock unit vesting.