[SCHEDULE 13D/A] Orion Properties Inc. SEC Filing

Rhea-AI Filing Summary

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.

Insights

Governance and Activism Analyst

Kawa discloses a 9.7% Orion stake and launches a five-director nomination effort for the 2026 annual meeting.

Kawa Capital Management, Inc., as reporting person, states beneficial ownership of 5,474,027 Orion Properties common shares, equal to 9.7% of the class. This size positions Kawa and its managed fund, The Kawa Fund Limited, as a significant shareholder with influence potential in corporate governance matters.

The disclosure adds that on November 17, 2025 the fund delivered a notice nominating five individuals for election to Orion’s board at the 2026 annual meeting. Nomination agreements dated in October and November 2025 show that four nominees agreed to be included in proxy materials and to serve if elected, with stated duties to act in shareholders’ best interests and exercise independent judgment.

This suggests an organized governance initiative that could affect Orion’s board composition, depending on outcomes at the 2026 annual meeting and how other shareholders respond to the competing slate once proxy materials are available.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Orion Properties Inc.

(Name of Issuer)

Common Stock of Beneficial Interest, $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)

11/17/2025

(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

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock of Beneficial Interest, $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. 2 to the Schedule 13D relating to the common shares of beneficial interest, $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, the "Schedule 13D"). Except as specifically amended and supplemented by this Amendment No. 2, the Schedule 13D remains in full force and effect.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to add the following: On November 17, 2025, the Reporting Person sent the notice of nomination (the "Notice of Nomination") attached hereto as Exhibit 7.03, which is incorporated herein by reference, on behalf of The Kawa Fund Limited (the "Fund"), an investment fund managed by the Reporting Person, to the Issuer setting forth its nomination of five directors for election at the Issuer's 2026 Annual Meeting of Stockholders (the "Annual Meeting") and serving as a notice of nomination in accordance with the Issuer's bylaws and Rule 14a-19(a)(1) under the Securities Exchange Act of 1934, as amended. The Fund requested in the Notice of Nomination that the Issuer name Dan Amer, Porter Openshaw, Isaac K. Fisher, Nirmol Roy and Andrew Gitelson in its proxy statement as nominees for election to the Issuer's board of directors at the Annual Meeting. The Fund entered into a Nomination Agreement with each of Messrs. Openshaw, Fisher, Roy and Gitelson, on November 10 2025, October 28, 2025, November 11, 2025, and October 28, 2025, respectively, a form of which is attached hereto as Exhibit 7.04 and incorporated herein by reference, pursuant to which, among other things, Messrs. Openshaw, Fisher, Roy and Gitelson each agreed to be named as a nominee in any proxy materials prepared by the Issuer or the Fund in relation to the Annual Meeting, to serve as a director of the Issuer if elected and, in such capacity, to act in the best interests of the shareholders of the Issuer and to exercise independent judgement in accordance with his fiduciary duties.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 7.03 Notice of Nomination from The Kawa Fund Limited to Orion Properties Inc. dated November 17, 2025* Exhibit 7.04 Form of Nomination Agreement *Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Reporting Person agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

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:	11/18/2025

FAQ

What stake in Orion Properties Inc. (ONL) does Kawa Capital report in this Schedule 13D/A?

Kawa Capital Management, Inc. reports beneficial ownership of 5,474,027 Orion Properties common shares, representing 9.7% of the outstanding common stock of beneficial interest.

What is the main purpose of Kawa Capital’s Amendment No. 2 to its Schedule 13D on Orion Properties (ONL)?

The amendment discloses that, through The Kawa Fund Limited, Kawa has sent a formal Notice of Nomination proposing five director nominees for election to Orion’s board at the 2026 annual meeting.

Who has Kawa’s fund nominated to the Orion Properties (ONL) board of directors?

The Kawa Fund Limited has nominated Dan Amer, Porter Openshaw, Isaac K. Fisher, Nirmol Roy and Andrew Gitelson for election as directors at Orion’s 2026 annual meeting.

What commitments do the Orion Properties (ONL) board nominees make in their nomination agreements?

According to the filing, four nominees agreed to be named in any proxy materials prepared by Orion or The Kawa Fund and to serve as directors if elected, acting in the best interests of shareholders and exercising independent judgment consistent with their fiduciary duties.

What exhibits are included with Kawa’s Schedule 13D/A amendment on Orion Properties (ONL)?

The amendment lists as exhibits a Notice of Nomination from The Kawa Fund Limited to Orion Properties dated November 17, 2025 and a form of Nomination Agreement, with certain annexes and schedules omitted.

Where is Orion Properties Inc. (ONL) headquartered according to this Schedule 13D/A amendment?

The filing states that Orion Properties Inc.’s principal executive offices are located at 2398 E. Camelback Road, Suite 1060, Phoenix, Arizona 85016.