Orion Properties Inc. SEC Filings

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.

Orion Properties Inc. (ONL) furnished quarterly materials under Item 2.02. On November 6, 2025, the company furnished a press release on its third quarter 2025 results (Exhibit 99.1) and supplemental information for the quarter ended September 30, 2025 (Exhibit 99.2). The materials are designated as “furnished,” not “filed,” under the Exchange Act.

ONL’s common stock trades on the New York Stock Exchange under the symbol ONL. The company also provided the Cover Page Interactive Data File as Exhibit 104.

Orion Properties Inc. furnished a current report describing an updated investor presentation posted on its website. The presentation, dated September 22, 2025, adds more detail on the company’s business plan, particularly on slides 9 and 10. The full investor presentation is included as Exhibit 99.1 and is treated as furnished rather than filed, meaning it is not subject to certain Exchange Act liabilities and is not automatically incorporated into other SEC filings.

Orion Properties Inc. (ONL) director Reginald Harold Gilyard purchased 55,000 shares on 08/27/2025 at a weighted-average price of $2.9092 per share. After the transaction he beneficially owns 227,778 shares, reported as direct ownership. The filing notes the purchase occurred in multiple trades with prices ranging from $2.84 to $2.92 and that trade-level detail is available on request. The Form 4 was signed by an attorney on behalf of the reporting person.

Orion Properties Inc. (NYSE: ONL) posted another quarterly loss and flagged a material refinancing risk. Q2-25 rental and fee revenue fell 7.0% YoY to $37.3 million as vacant space and lower rent levels outweighed modest fee income. Operating costs declined 14.7% but were still eclipsed by $19.5 million of non-cash impairments, producing a net loss of $25.1 million, or $(0.45) per share (Q2-24: $(0.60)). For the six-month period, revenue slid 13.8% to $75.3 million and net loss narrowed to $34.5 million.

Cash from operations dropped sharply to $9.3 million (6M-24: $28.0 million) as lower NOI and higher vacancy-related costs offset depreciation add-backs. Cash and cash equivalents stood at $17.4 million while restricted cash earmarked for tenant improvements was $36.1 million. Total debt was $483 million: $373 million fixed-rate CMBS debt maturing Feb-27 and $110 million drawn on a $350 million revolver that now matures 12 May 2026 after a May amendment. Management does not expect to generate sufficient cash to repay the revolver and has raised substantial doubt about the company’s ability to continue as a going concern absent an extension, refinancing, asset sales or new capital.

During the quarter Orion disposed of four properties for $26.9 million, realising a $0.9 million gain, and recognised $19.5 million of impairments on six assets. Book equity fell to $729 million from $765 million at year-end; net asset value per share declined roughly 5%. The REIT owns 66 operating properties (7.6 m sq ft) and six non-operating assets and continues pivoting away from traditional office toward specialised government, medical and lab space. Nevertheless, Q2 vacant-property operating expenses were $3.9 million and leasing commitments total $69 million, underscoring ongoing pressure on liquidity and earnings.