Welcome to our dedicated page for Orion Properties SEC filings (Ticker: ONL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Orion Properties Inc. (NYSE: ONL) SEC filings page on Stock Titan provides access to the company’s official regulatory disclosures as filed with the U.S. Securities and Exchange Commission. Orion is a Maryland-incorporated, internally managed REIT focused on single-tenant net lease office and dedicated use properties in high-quality suburban U.S. markets, and its filings offer detailed information on this business.
Through Orion’s annual reports on Form 10-K and quarterly reports on Form 10-Q, investors can review discussions of its office and dedicated use property portfolio, tenant base, lease structures, debt arrangements, liquidity and risk factors. These reports also explain how the company uses REIT-specific performance metrics such as Funds From Operations (FFO), Core FFO, Funds Available for Distribution (FAD), EBITDAre and Adjusted EBITDA, with reconciliations to GAAP measures.
Current reports on Form 8-K disclose material events, including quarterly earnings releases and supplemental information packages, updated investor presentations, and corporate actions such as the termination of an Equity Distribution Agreement. Filings also confirm Orion’s NYSE listing under the symbol ONL, its status as an emerging growth company, and details about its principal executive offices in Phoenix, Arizona.
On Stock Titan, these filings are updated in near real time from EDGAR, and AI-powered tools can help summarize lengthy documents such as 10-K and 10-Q reports, highlighting key items like portfolio metrics, leverage, and non-GAAP performance measures. Users can also review proxy materials and other filings referenced in Orion’s press releases for additional context on governance matters, director nominations and shareholder communications.
Orion Properties Inc. entered into a cooperation agreement with The Kawa Fund Limited and Kawa Capital Management, Inc. after discussions about Kawa’s planned director nominations and the company’s future direction. In exchange for this agreement, Kawa withdrew its notice to nominate director candidates at Orion’s 2026 annual stockholder meeting and agreed to support the Board’s nominees by having its shares counted for quorum and not voting against them.
Under the agreement, Orion is commencing a Strategic Review Process, which may consider acquisitions, mergers, a potential sale of the company, or continuing as an independent public company. The Board is not obligated to complete any transaction and remains bound by its legal duties. The agreement includes customary standstill and non-disparagement provisions, runs through September 1, 2026, and allows Kawa to participate in the review on substantially the same terms as other participants.
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.
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
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.
Orion Properties Inc. executive Brandon Gavin reported routine equity compensation activity involving company common stock. On January 15, 2026, he acquired 15,042 shares of common stock at $0 upon settlement of vested performance-based restricted stock units (PRSUs) granted under the company’s equity plan. The PRSU payout was based on Orion’s achievement of specified operational performance metrics for a period from January 1, 2023 through December 31, 2025, with the final amount determined on January 15, 2026.
On the same date, 4,763 shares were withheld at a reference price of $2.13 per share to cover applicable tax withholding obligations tied to the vesting. Following these transactions, Gavin directly owned 250,139 shares of Orion Properties Inc. common stock.
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.
Kawa Capital Management, Inc. filed Amendment No. 2 to its Schedule 13D on Orion Properties Inc. (ONL), reporting beneficial ownership of 5,474,027 common shares, representing 9.7% of the company’s common stock of beneficial interest.
Acting through The Kawa Fund Limited, Kawa has sent a formal notice nominating five directors—Dan Amer, Porter Openshaw, Isaac K. Fisher, Nirmol Roy and Andrew Gitelson—for election to Orion’s board at the 2026 annual meeting. Nomination agreements with four of the nominees state they have agreed to be named in proxy materials and to serve as directors if elected, with commitments to act in the best interests of shareholders and exercise independent judgment.
Orion Properties Inc. terminated its Equity Distribution Agreement on November 10, 2025. The agreement, originally dated November 15, 2022, involved multiple agents and forward purchasers, including J.P. Morgan, Mizuho, Scotia, TD Securities, and Wells Fargo affiliates.
The company stated there are no termination penalties associated with ending the agreement. This change means Orion no longer has this at‑the‑market equity distribution facility in place; any future capital-raising approach would need to use other methods.
Orion Properties Inc. filed a shelf registration to offer up to $750,000,000 of securities, including common stock, preferred stock, depositary shares, debt securities, warrants, and units. The company may sell these from time to time after effectiveness, with terms set in future prospectus supplements.
Orion intends to use net proceeds for general corporate purposes, which may include funding acquisitions and repaying indebtedness. The company operates as a REIT and its charter limits ownership to 9.8% of common stock or aggregate value to help maintain REIT status. ONL is listed on the NYSE; the last reported sale price was $2.60 per share on November 7, 2025.
As of October 31, 2025, Orion had 56,314,634 shares of common stock outstanding. Offerings may be made through underwriters, dealers, agents, or directly to purchasers.
Orion Properties Inc. (ONL) reported a challenging quarter, highlighting substantial doubt about its ability to continue as a going concern due to uncertainty around extending or refinancing its Revolving Facility maturing on May 12, 2026. The company had $110.0 million outstanding on the revolver as of September 30, 2025 and $92.0 million as of November 6, 2025.
Operations reflected pressure from vacancies and asset revaluations. Q3 revenue was $37.1 million, down from $39.2 million a year ago, and the company posted a net loss of $69.0 million, or $1.23 per share, driven by $63.7 million of impairments in the quarter. Year-to-date, impairments totaled $84.9 million, contributing to a nine‑month net loss of $103.5 million. Orion completed three Q3 property sales for $21.8 million and recorded a $3.3 million gain on dispositions.
Liquidity included cash and restricted cash of $62.8 million as of September 30, 2025. Total debt was $481.8 million, consisting of $373.0 million of fixed-rate mortgages and $110.0 million on the revolver; scheduled principal includes $110.0 million due in 2026 and $355.0 million in 2027. Stockholders’ equity declined to $658.8 million from $763.9 million at year-end. Shares outstanding were 56,314,634 as of October 31, 2025.