Orion Properties (NYSE: ONL) CEO nets PRSU stock after tax withholding

Rhea-AI Filing Summary

Orion Properties Inc. director and Chief Executive Officer Paul H. McDowell reported equity compensation and related tax withholding in company stock. On January 15, 2026, he acquired 52,513 shares of common stock at $0 upon settlement of vested performance-based restricted stock units (PRSUs) granted under the company’s equity plan. The number of shares was based on the company’s achievement of specified operational performance metrics for a period from January 1, 2023 through December 31, 2025.

On the same date, 21,923 shares were withheld to cover taxes, using the $2.13 closing price of the stock on the New York Stock Exchange. After these transactions, McDowell directly held 593,024 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

OMB APPROVAL

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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.

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks.

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		A		52,513(1)	A	$0	614,947	D
Common Stock	01/15/2026		F		21,923(2)	D	$2.13(3)	593,024	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. 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.

2. Reflects the product of the applicable withholding rate and the 52,513 shares of common stock that vested pursuant to the terms of the Reporting Person's PRSU award agreement.

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

Remarks:

Chief Executive Officer, President

	/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).
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FAQ

What insider transaction did ONL CEO Paul H. McDowell report?

Paul H. McDowell, Chief Executive Officer and President of Orion Properties Inc. (ONL), reported receiving 52,513 shares of common stock upon settlement of vested performance-based restricted stock units (PRSUs), with a portion of those shares withheld to cover taxes.

How many Orion Properties (ONL) shares did the CEO acquire and at what price?

On January 15, 2026, McDowell acquired 52,513 shares of Orion Properties common stock at an acquisition price of $0 per share, reflecting settlement of vested PRSUs under the company’s equity plan.

Why were 21,923 ONL shares withheld in Paul H. McDowell’s Form 4 filing?

The filing states that 21,923 shares of Orion Properties common stock were withheld as the product of the applicable withholding rate and the 52,513 vested shares, in order to satisfy tax obligations tied to the PRSU payout.

What does the $2.13 price represent in the ONL insider transaction?

The reported price of $2.13 per share reflects the closing sale price of Orion Properties common stock on the New York Stock Exchange on January 15, 2026, which was used to value the shares withheld for taxes.

How many Orion Properties (ONL) shares does the CEO hold after these transactions?

After the PRSU settlement and related tax withholding, Paul H. McDowell directly beneficially owned 593,024 shares of Orion Properties common stock.

What are PRSUs in the context of Orion Properties (ONL)?

PRSUs, or performance-based restricted stock units, are equity awards that convert into common shares based on the issuer’s achievement of specified performance metrics over a set period; in this case, Orion Properties used operational performance metrics from January 1, 2023 through December 31, 2025.