Orion Properties (NYSE: ONL) COO logs PRSU share vesting and tax withholding

Rhea-AI Filing Summary

Orion Properties Inc. Executive Vice President and Chief Operating Officer Christopher Haviland Day reported several equity transactions in Orion Properties Inc. common stock. During 2025, he acquired small incremental share amounts through de minimis dividend reinvestment transactions coded "L," increasing his holdings at prices between $1.6305 and $3.9511 per share. On January 15, 2026, 10,938 shares of common stock were acquired at $0 per share upon settlement of vested performance-based restricted stock units, based on operational performance metrics for a period from January 1, 2023 to December 31, 2025. On the same date, 3,464 shares were disposed of in a transaction coded "F" at $2.13 per share, reflecting shares withheld at the applicable withholding rate, using the New York Stock Exchange closing sale price on January 15, 2026. After these transactions, he beneficially owned 186,399.587 shares of Orion Properties Inc. common stock 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

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^*

Day Christopher Haviland

(Last) (First) (Middle)

C/O ORION PROPERTIES INC.

2398 E. CAMELBACK ROAD, SUITE 1060

(Street)

PHOENIX AZ 85016

(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)
01/15/2025

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	01/15/2025		L		429.718(1)	A	$3.9511	177,686.102	D
Common Stock	04/15/2025		L		524.214(1)	A	$1.6305	178,210.316	D
Common Stock	07/15/2025		L		368.108(1)	A	$2.3505	178,578.424	D
Common Stock	10/15/2025		L		347.163(1)	A	$2.5135	178,925.587	D
Common Stock	01/15/2026		A		10,938(2)	A	$0	189,863.587	D
Common Stock	01/15/2026		F		3,464(3)	D	$2.13(4)	186,399.587	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. Pertains to de minimus dividend reinvestment transactions.

2. Acquisition of shares of Issuer's common stock upon settlement of vested performance-based restricted stock unit awards ("PRSUs") under Issuer's equity plan. The amount was based on the Issuer's level of achievement of certain operational performance metrics for the performance period, which commenced on January 1, 2023 and ended on December 31, 2025. The payout amount was finalized on January 15, 2026.

3. Reflects the product of the applicable withholding rate and the 10,938 shares of common stock that vested pursuant to the terms of the Reporting Person's PRSU award agreement.

4. Reflects the closing sale price of the Issuer's common stock as reported on the New York Stock Exchange on January 15, 2026

Remarks:

Executive Vice President, Chief Operating Officer

	/s/ Paul C. Hughes, by power of attorney	01/20/2026
	** 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.
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FAQ

What insider transactions did ONL officer Christopher Haviland Day report?

The filing shows that Christopher Haviland Day, Executive Vice President and Chief Operating Officer of Orion Properties Inc. (ONL), reported multiple transactions in common stock. These include small dividend reinvestment purchases in 2025, the acquisition of 10,938 shares upon vesting of performance-based restricted stock units on January 15, 2026, and the disposition of 3,464 shares on the same date to satisfy withholding obligations.

How many Orion Properties Inc. (ONL) shares does the reporting person own after these transactions?

Following the reported transactions, Christopher Haviland Day beneficially owned 186,399.587 shares of Orion Properties Inc. common stock. The filing indicates that this ownership is held directly.

What is the nature of the 10,938 ONL shares acquired on January 15, 2026?

The 10,938 shares of Orion Properties Inc. common stock acquired on January 15, 2026 were received at $0 per share upon settlement of vested performance-based restricted stock unit awards (PRSUs) under the company’s equity plan. The payout amount was based on the issuer’s achievement of operational performance metrics for the period from January 1, 2023 to December 31, 2025.

Why were 3,464 ONL shares disposed of at $2.13 per share?

The filing reports a transaction coded "F" for 3,464 shares of Orion Properties Inc. common stock on January 15, 2026 at $2.13 per share. According to the footnotes, this amount reflects the product of the applicable withholding rate and the 10,938 vested shares, using the closing sale price of the common stock on the New York Stock Exchange on that date.

What do the small "L" transactions in ONL stock during 2025 represent?

The transactions coded "L" on January 15, 2025, April 15, 2025, July 15, 2025, and October 15, 2025 involve small acquisitions of Orion Properties Inc. common stock at prices between $1.6305 and $3.9511 per share. A footnote explains that these entries pertain to de minimis dividend reinvestment transactions.

What is Christopher Haviland Day’s role at Orion Properties Inc. (ONL)?

The filing identifies Christopher Haviland Day as an officer of Orion Properties Inc., with the remarks specifying his title as Executive Vice President, Chief Operating Officer.