Orion Properties (NYSE: ONL) officer granted 2,734 PRSU shares

Rhea-AI Filing Summary

Orion Properties Inc. reported an insider equity award for officer Revea Lynn Schmidt, who serves as Chief Accounting Officer. On January 15, 2026, Schmidt acquired 2,734 shares of common stock at $0 upon settlement of vested performance-based restricted stock unit awards (PRSUs) under the company’s equity plan. The PRSUs were tied to operational performance metrics for a period from January 1, 2023 through December 31, 2025, with the payout finalized on January 15, 2026.

On the same date, 867 shares of common stock were withheld (transaction code F) at $2.13 per share to cover applicable tax withholding related to the vested PRSUs, based on the New York Stock Exchange closing price. After these transactions, Schmidt directly beneficially owned 125,179 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

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^*

Schmidt Revea Lynn

(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)
01/15/2026

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		2,734(1)	A	$0	126,046	D
Common Stock	01/15/2026		F		867(2)	D	$2.13(3)	125,179	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 2,734 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 Accounting 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.
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 Inc. (ONL) report in this Form 4?

The filing shows that officer Revea Lynn Schmidt, Chief Accounting Officer of Orion Properties Inc., received 2,734 shares of common stock upon settlement of vested performance-based restricted stock units (PRSUs) on January 15, 2026.

How many Orion Properties (ONL) shares did the insider receive and at what price?

Schmidt acquired 2,734 shares of Orion Properties common stock at $0 per share as part of an equity award settlement for vested PRSUs under the company’s equity plan.

Why were 867 Orion Properties shares reported as disposed of in the Form 4?

The 867 shares reported with transaction code F reflect shares withheld to satisfy the applicable tax withholding rate on the 2,734 vested shares, rather than an open-market sale.

What price was used for the tax withholding shares for Orion Properties (ONL)?

The tax withholding was calculated using a share value of $2.13, which reflects the closing sale price of Orion Properties common stock on the New York Stock Exchange on January 15, 2026.

How many Orion Properties (ONL) shares does the insider own after these transactions?

Following the PRSU share settlement and tax withholding, Revea Lynn Schmidt directly beneficially owned 125,179 shares of Orion Properties common stock.

What performance period determined the PRSU payout for the Orion Properties officer?

The PRSU payout for Schmidt was based on Orion Properties’ achievement of specified operational performance metrics over a period from January 1, 2023 to December 31, 2025, with the final payout amount determined on January 15, 2026.