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.
Orion Properties Inc. filings document the formal disclosures of a Maryland REIT with NYSE-listed common stock and a portfolio of single-tenant net lease office properties and Dedicated Use Assets. Form 8-K reports include furnished operating results, supplemental property and financial information, Regulation FD presentations and material agreement disclosures.
The company’s SEC record also covers credit facility and CMBS loan modifications, termination of an equity distribution agreement, cooperation and governance matters, annual meeting proxy materials and registered-security details. Proxy filings address stockholder voting, board matters and governance procedures, while periodic event filings identify Orion as an emerging growth company for reporting purposes.
Orion Properties Inc. reported weaker 2025 results while actively reshaping its office-focused REIT portfolio and extending key debt maturities. Full-year revenues were $147.6 million versus $164.9 million in 2024, and net loss attributable to common stockholders widened to $(139.3) million, or $(2.48) per share, driven by significant real estate and joint venture impairments.
The company generated 2025 Core FFO of $43.7 million, or $0.78 per diluted share, down from $56.8 million, and Funds Available for Distribution turned negative at $(29.9) million, reflecting heavy capital expenditures and leasing costs. Orion completed 924,000 square feet of leasing, sold 10 properties for $80.7 million, and, after year-end, disposed of another $13.1 million of non-operating assets and acquired a fully leased dedicated use asset in Northbrook, Illinois for $15.0 million.
As of December 31, 2025, net debt was $467.9 million and Net Debt to Full Year Adjusted EBITDA was 6.79x. The company refinanced its credit facility and extended its $355.0 million CMBS loan to February 2029, but its Arch Street joint venture debt is in payment default and the related equity investment was written down to zero with a $5.9 million loan loss reserve. Orion’s operating portfolio had $111.3 million of Annualized Base Rent, 78.7% occupancy and a 5.7-year weighted average remaining lease term, with 66.7% of rent from investment-grade tenants. The board declared a $0.02 per share dividend for first quarter 2026 and issued 2026 Core FFO guidance of $0.69–$0.76 per diluted share while a strategic review of options, including a potential sale or continued standalone operation, remains ongoing.
Orion Properties Inc. executive Schmidt Revea Lynn reported a tax-related share disposition. On this Form 4, 4,782 shares of common stock were withheld at $2.56 per share to cover taxes tied to a restricted stock unit vesting. The footnotes explain this reflects the applicable withholding rate applied to 15,106 vested shares. After this tax-withholding disposition, Lynn directly owned 120,397 shares of Orion Properties common stock.
Orion Properties Inc. General Counsel & Secretary Paul C. Hughes reported a tax-withholding disposition of company stock related to a vesting equity award. On the vesting of 15,106 restricted stock units, 6,903 shares of common stock were withheld at $2.56 per share to cover taxes, using the New York Stock Exchange closing price on that date. After this non-open-market transaction, Hughes directly owned 132,743 shares of Orion Properties common stock.
Orion Properties Inc. executive Christopher Haviland Day reported a tax-withholding share disposition tied to a restricted stock unit vesting. On the event date, 6,375 shares of common stock were withheld at $2.56 per share to cover taxes on 20,141 newly vested RSUs.
After this non-open-market transaction, Day directly owned 180,024.587 shares of Orion Properties common stock.
Orion Properties Inc. officer Brandon Gavin reported a tax-related share disposition under a Form 4. On the tax-withholding transaction dated February 26, 2026, 8,055 shares of common stock were withheld at a price of $2.56 per share to cover obligations arising from 27,694 vested restricted stock units. After this transaction, Gavin directly owned 242,084 common shares.
Orion Properties Inc. director and officer Paul H. McDowell reported a tax-related share disposition. On February 26, he surrendered 23,245 shares of common stock at $2.56 per share to satisfy withholding obligations tied to restricted stock units that vested on that date.
The transaction reflects the withholding rate applied to 64,451 vested restricted stock units, using the New York Stock Exchange closing price. After this tax-withholding disposition, McDowell directly owned 569,779 Orion Properties common shares.
Orion Properties Inc. extended a $355.0 million fixed-rate CMBS loan and put in place a new $215.0 million senior secured revolving credit facility, significantly pushing out debt maturities while keeping its interest costs controlled.
The CMBS loan’s maturity moved from February 2027 to February 11, 2029, with options to extend to February 11, 2030 and then August 11, 2030, at an unchanged 4.971% fixed rate, alongside a $2.05 million principal prepayment and creation of an all-purpose reserve funded with $37.7 million of existing reserves plus an additional $7.74 million. The new $215.0 million revolver, secured by 28 properties, replaces a $350.0 million facility, matures in February 2028 with two six‑month extension options, lowers the margin to SOFR plus 2.75% or base rate plus 1.75%, and had $113.0 million drawn and $102.0 million of additional borrowing capacity, contributing to total liquidity of about $119.9 million.
Par Sanda and Sand Capital Associates, LLC filed Amendment No. 4 to a Schedule 13G reporting significant ownership in Orion Properties Inc. common stock. As of December 31, 2025, Par Sanda beneficially owns 3,380,546 shares, representing 6.0% of the class, including shares held by Sand Capital Associates, LLC.
Sand Capital Associates, LLC separately reports beneficial ownership of 2,795,533 shares, or 5.0% of the common stock. The ownership percentages are based on Orion Properties Inc.’s shares outstanding as disclosed in its Form 10-Q filed on November 6, 2025. The reporting persons certify the securities are not held to change or influence control of the issuer.
Orion Properties Inc. and Kawa Capital Management entered a cooperation agreement on January 26, 2026, under which the company will conduct a strategic review of options, including potential acquisitions, mergers, a possible sale, or continuing independently. Kawa reports beneficial ownership of 5,474,027 common shares, representing 9.7% of the outstanding common stock, largely with shared voting and dispositive power. The agreement includes standstill and non-disparagement provisions through September 1, 2026, requires Kawa to support the Board’s director nominees at the 2026 annual meeting, and gives Kawa the opportunity to participate in the strategic review on substantially the same terms as other participants. In connection with the agreement, Kawa’s fund withdrew its prior director nomination notice and related materials, and earlier nomination agreements with four individuals were terminated.
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.