Kawa Capital, 9.7% holder in Orion Properties (ONL), enters cooperation and review deal

Rhea-AI Filing Summary

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.

Insights

Activist investing and corporate governance analyst

Kawa’s 9.7% stake shifts from confrontation to cooperation as Orion begins a formal strategic review.

The amendment shows Kawa Capital Management, with beneficial ownership of 5,474,027 Orion Properties common shares (about 9.7% of the class), moving from an activist posture to a cooperative one. The cooperation agreement commits the company to a Strategic Review Process that may consider acquisitions, mergers, a sale of the company, or remaining independent, while expressly not obligating the Board to complete any transaction.

The deal includes standstill and non-disparagement provisions through September 1, 2026, and requires Kawa to have its shares counted for quorum and not vote against Board nominees at the 2026 annual meeting. Concurrently, the Kawa fund withdrew its prior director nomination notice and related materials, and nomination agreements with four individuals were terminated, easing near-term proxy contest risk.

Kawa is allowed to participate in the review on substantially the same terms as other parties, so its influence will depend on how the Board conducts the process and what alternatives ultimately emerge. Future company disclosures about the outcome of the strategic review, or any specific transaction proposals arising from it, will determine how meaningful this shift in engagement becomes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Orion Properties Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

68629Y103

(CUSIP Number)

Jeremy M. Traster
1010 S Federal Highway, Suite 2900
Hallandale Beach, FL, 33009
3055605236

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/26/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 68629Y103

1

Name of reporting person

Kawa Capital Management, Inc

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,474,027.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,474,027.00

11

Aggregate amount beneficially owned by each reporting person

5,474,027.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.7 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

The reported number of Common Shares includes 2,515,093 shares held in non discretionary accounts over which the Reporting Person may not have shared voting or dispositive power. Due to the Reporting Person's relationship with such accounts, it has opted to include those Common Shares in an abundance of caution given the Reporting Person can influence the vote of such Common Shares.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value per share
(b)	Name of Issuer: Orion Properties Inc.
(c)	Address of Issuer's Principal Executive Offices: 2398 E. CAMELBACK ROAD, SUITE 1060, PHOENIX, ARIZONA , 85016.
Item 1 Comment: This statement constitutes Amendment No. 3 to the Schedule 13D relating to the common shares, $0.001 par value per share (the "Common Shares"), of Orion Properties Inc., a Maryland real estate investment trust (the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on June 20, 2025 (as amended by Amendment No. 1 filed with the SEC on July 17, 2025, and Amendment No. 2 filed with the SEC on November 18, 2025, the "Schedule 13D"). Except as specifically amended and supplemented by this Amendment No. 3, the Schedule 13D remains in full force and effect.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented to add the following: On January 26, 2026, the Reporting Person and The Kawa Fund Limited (the "Fund" and, together with the Reporting Person, "Kawa") entered into a cooperation agreement with the Issuer (the "Cooperation Agreement"). Pursuant to the Cooperation Agreement, the Issuer is commencing a review of strategic options (the "Strategic Review Process"), which review may include, without limitation, the consideration of potential acquisition and merger targets, the potential sale of the Issuer and continuing to operate as an independent publicly traded entity. The Cooperation Agreement does not obligate the Issuer to pursue or consummate any such transaction or require the Issuer's Board of Directors (the "Board") to take any action that it determines in good faith is inconsistent with its duties under applicable law. The Cooperation Agreement also provides Kawa the opportunity, if Kawa desires, to participate in the Strategic Review Process on substantially the same terms as other participants. The Cooperation Agreement contains customary standstill and non-disparagement provisions. The Cooperation Agreement will terminate on September 1, 2026. Pursuant to the Cooperation Agreement, Kawa must cause all Common Shares pursuant to which it has the sole or shared power to direct the voting to be present for quorum purposes at the Issuer's 2026 annual meeting of stockholders and to refrain from "withholding" or voting "against" the directors nominated by the Board for election at such annual meeting. Concurrent with the execution of the Cooperation Agreement, the Fund irrevocably withdrew the Notice of Nomination and all related materials and notices submitted to the Issuer in connection therewith or related thereto. The full text of the Cooperation Agreement is included as Exhibit 7.05 hereto and is incorporated herein by reference. In addition, the Nomination Agreements with each of Messrs. Openshaw, Fisher, Roy and Gitelson previously disclosed in Item 4 of the Schedule 13D were terminated pursuant to their terms.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented to add the following: Item 4 of this Amendment No. 3 is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented to add the following: Exhibit 7.05 Cooperation Agreement, dated January 26, 2026

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Kawa Capital Management, Inc

Signature:	/s/Daniel Ades
Name/Title:	Daniel Ades, Director
Date:	01/26/2026

FAQ

What did Orion Properties Inc. (ONL) and Kawa Capital agree to in this Schedule 13D/A?

They entered into a cooperation agreement under which Orion will conduct a Strategic Review Process that may consider acquisitions, mergers, a potential sale of the company, or continuing as an independent public entity, while the Board remains free not to pursue any transaction it deems inconsistent with its duties.

How much of Orion Properties Inc. (ONL) stock does Kawa Capital report owning?

Kawa Capital Management reports beneficial ownership of 5,474,027 Orion Properties common shares, representing 9.7% of the outstanding common stock, with shared voting and dispositive power over that amount.

Does the cooperation agreement require Orion Properties Inc. (ONL) to sell the company?

No. The agreement states that the strategic review may include considering a potential sale, but it does not obligate Orion to pursue or consummate any transaction or require the Board to act contrary to its good-faith duties under applicable law.

What voting commitments did Kawa make regarding Orion Properties Inc. (ONL)?

Kawa must cause all Orion common shares over which it has sole or shared power to vote to be present for quorum at the 2026 annual meeting and must refrain from withholding votes or voting against the directors nominated by the Board for election at that meeting.

What happens to Kawa’s prior director nominations at Orion Properties Inc. (ONL)?

Concurrent with the cooperation agreement, the Kawa fund irrevocably withdrew its Notice of Nomination and all related materials, and earlier Nomination Agreements with Messrs. Openshaw, Fisher, Roy, and Gitelson were terminated pursuant to their terms.

When does the cooperation agreement between Orion Properties Inc. (ONL) and Kawa end?

The cooperation agreement is stated to terminate on September 1, 2026, after which its standstill and other covenants would no longer apply unless extended or replaced.

Can Kawa participate in Orion Properties Inc. (ONL)’s strategic review process?

Yes. The agreement provides that Kawa will have the opportunity, if it desires, to participate in the Strategic Review Process on substantially the same terms as other participants.