Orion Properties (ONL) awards 217,573 restricted stock units to director

Rhea-AI Filing Summary

Orion Properties Inc. director and officer Paul H. McDowell received an equity grant of 217,573 shares of Common Stock in the form of restricted stock units on March 12, 2026. These units were granted at no cash cost per share and increase his direct holdings to 744,147 shares after the award.

The footnote explains that the restricted stock units were awarded under the company’s equity plan and will vest in three equal installments on the first, second and third anniversaries of March 4, 2026, as long as McDowell continues serving the company through each vesting date. This is a compensation-related acquisition rather than an open-market purchase.

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

OMB APPROVAL

OMB Number:			3235-0287
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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)
03/12/2026

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	03/12/2026		A		217,573(1)	A	$0	744,147	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 restricted stock units awarded March 12, 2026, to the Reporting Person pursuant to the Issuer's Equity Plan. Such restricted stock units vest ratably on each of the first, second and third anniversaries of March 4, 2026, subject to the Reporting Person's continued service with the Issuer through such applicable vesting date.

Remarks:

Chief Executive Officer, President

	/s/ Paul C. Hughes, by power of attorney	03/16/2026
	** 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 H. McDowell?

Orion Properties reported that director and officer Paul H. McDowell received 217,573 restricted stock units of Common Stock as an equity grant. The award was made at no cash cost per share and is part of his compensation rather than an open-market share purchase.

How many Orion Properties (ONL) shares does Paul H. McDowell hold after this Form 4?

After the restricted stock unit grant, Paul H. McDowell directly holds 744,147 shares of Orion Properties Common Stock. This total includes the newly awarded 217,573 restricted stock units, which are part of his equity-based compensation and subject to future vesting conditions over three years.

Are the 217,573 Orion Properties (ONL) shares an open-market purchase?

No, the 217,573 shares reflect a grant of restricted stock units, not an open-market purchase. The Form 4 lists the transaction code as a grant or award, with a zero transaction price, indicating compensation issued under Orion Properties’ equity plan rather than shares bought in the market.

What are the vesting terms of Paul H. McDowell’s Orion Properties (ONL) restricted stock units?

The restricted stock units awarded to Paul H. McDowell vest in three equal installments on the first, second and third anniversaries of March 4, 2026. Vesting is conditioned on his continued service with Orion Properties through each applicable vesting date, according to the footnote disclosure.

Why did Orion Properties (ONL) grant restricted stock units to Paul H. McDowell?

The filing states the 217,573 restricted stock units were awarded to Paul H. McDowell under Orion Properties’ equity plan. Such grants are typically used as compensation to align executives and directors with shareholder interests by linking part of their pay to the company’s stock performance over time.