Orion Properties (ONL) counsel disposes 10,721 shares for RSU tax withholding

Rhea-AI Filing Summary

Orion Properties Inc. General Counsel & Secretary Paul C. Hughes reported a tax-withholding share disposition. On March 3, 2026, 10,721 shares of common stock were disposed of to cover withholding taxes tied to 25,036 vested restricted stock units, at a price of $2.46 per share. After this transaction, he directly held 122,022 common shares.

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^*

Hughes Paul C

(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)
	General Counsel & Secretary

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		10,721(1)	D	$2.46(2)	122,022	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 25,036 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:

	/s/ Paul C. Hughes	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 Paul C. Hughes?

Paul C. Hughes reported disposing of 10,721 Orion Properties common shares. The shares were used to satisfy tax withholding obligations arising from 25,036 vested restricted stock units, at a price of $2.46 per share, leaving him with 122,022 directly held shares.

Why were 10,721 Orion Properties (ONL) shares disposed of by the general counsel?

The 10,721 shares were disposed of to cover tax withholding obligations. They reflect the product of the applicable withholding rate and 25,036 common shares that vested under Hughes’ restricted stock unit award agreement, according to the Form 4 footnote disclosure.

What price per share was used in the Orion Properties (ONL) Form 4 transaction?

The Form 4 lists a transaction price of $2.46 per Orion Properties common share. This price reflects the closing sale price of the company’s stock on the New York Stock Exchange on March 3, 2026, as described in the footnote.

How many Orion Properties (ONL) shares does Paul C. Hughes hold after the Form 4 transaction?

After the reported tax-withholding disposition, Paul C. Hughes directly holds 122,022 Orion Properties common shares. This total reflects his ownership following the 10,721-share disposition reported as of March 3, 2026, in the Form 4 filing data.

What type of Form 4 code was used in the Orion Properties (ONL) insider transaction?

The transaction is coded “F” on the Form 4, indicating a tax-withholding disposition. This code represents payment of an exercise price or tax liability by delivering securities rather than a traditional open-market purchase or sale transaction.

What equity award event triggered the Orion Properties (ONL) tax-withholding share disposition?

The disposition was triggered when 25,036 shares of Orion Properties common stock vested. These shares vested under Paul C. Hughes’ restricted stock unit award agreement, leading to a portion, 10,721 shares, being used to satisfy applicable tax withholding requirements.