Orion Properties (NYSE: ONL) GC gains PRSU shares, withholdings for tax

Rhea-AI Filing Summary

Orion Properties Inc. General Counsel & Secretary Paul C. Hughes reported routine equity compensation activity involving the company’s common stock. On January 15, 2026, 8,204 shares were acquired at $0 per share upon settlement of vested performance-based restricted stock units, with the payout tied to operational performance metrics for a period from January 1, 2023 to December 31, 2025. On the same date, 3,819 shares were withheld at $2.13 per share to cover applicable taxes related to this vesting. After these transactions, Hughes directly beneficially owned 139,646 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^*

Hughes Paul C

(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)
	General Counsel & Secretary

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		8,204(1)	A	$0	143,465	D
Common Stock	01/15/2026		F		3,819(2)	D	$2.13(3)	139,646	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 8,204 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:

	/s/ Paul C. Hughes	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 General Counsel Paul C. Hughes report?

Paul C. Hughes reported the vesting of 8,204 shares of Orion Properties common stock from performance-based restricted stock units and a related tax withholding of 3,819 shares on January 15, 2026.

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

Following the reported transactions, Paul C. Hughes directly beneficially owned 139,646 shares of Orion Properties Inc. common stock.

What is the nature of the 8,204 ONL shares acquired by Paul C. Hughes?

The 8,204 shares were acquired at $0 per share upon settlement of vested performance-based restricted stock unit awards under Orion Properties’ equity plan, based on achievement of specified operational performance metrics.

Why were 3,819 ONL shares reported as disposed of by Paul C. Hughes?

The 3,819 shares were withheld at a price of $2.13 per share, reflecting the product of the applicable withholding rate and the vested shares, to satisfy tax obligations related to the PRSU vesting.

Over what period were the Orion Properties PRSUs earned by Paul C. Hughes?

The performance-based restricted stock units were earned based on Orion Properties’ achievement of operational performance metrics for a period from January 1, 2023 to December 31, 2025, with the payout amount finalized on January 15, 2026.

Was this ONL insider transaction part of equity compensation?

Yes. The Form 4 shows that the transaction arose from settlement of vested performance-based restricted stock units granted under Orion Properties’ equity plan, with a portion of the vested shares withheld for taxes.