Par Sanda discloses 6% Orion Properties stake (ONL) via 13G/A

Rhea-AI Filing Summary

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

Orion Properties Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

68629Y103

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 68629Y103

1

Names of Reporting Persons

Sanda Par Olof

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,380,546.00
6	Shared Voting Power
7	Sole Dispositive Power 3,380,546.00
8	Shared Dispositive Power

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,380,546.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.0 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Amounts beneficially owned as of December 31, 2025, are based on the total number of shares of common stock ("Common Stock") of Orion Properties Inc. (the "Issuer") outstanding, as reported in the Issuer's Form 10-Q filed on November 6, 2025. This amount also reflects the shares held by Sand Capital Associates, LLC. As the Managing Member of Sand Capital Assocaites, LLC ("Sand Capital"), Par Sanda may be deemed to beneficially own all of the shares of Common Stock beneficially owned by Sand Capital.

SCHEDULE 13G

CUSIP No. 68629Y103

1

Names of Reporting Persons

SAND CAPITAL ASSOCIATES LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,795,533.00
6	Shared Voting Power
7	Sole Dispositive Power 2,795,533.00
8	Shared Dispositive Power

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,795,533.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.0 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Amounts beneficially owned as of December 31, 2025, are based on the total number of shares of common stock ("Common Stock") of Orion Properties Inc. (the "Issuer") outstanding, as reported in the Issuer's Form 10-Q filed on November 6, 2025. As the Managing Member of Sand Capital Associates, LLC ("Sand Capital"), Par Sanda may be deemed to beneficially own all of the share of Common Stock beneficially owned by Sand Capital.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Orion Properties Inc.
(b)	Address of issuer's principal executive offices: 3200 E. CAMELBACK ROAD, SUITE 100, PHOENIX, ARIZONA, 85018.
Item 2.
(a)	Name of person filing: Par Sanda; Sand Capital Associates, LLC ("Reporting Person")
(b)	Address or principal business office or, if none, residence: Par Sanda 501 N. Birch Rd., Unit 3 Fort Lauderdale, FL 33304 Sand Capital Associates, LLC 501 N. Birch Rd., Unit 3 Fort Lauderdale, FL 33304
(c)	Citizenship: Par Sanda United States of America Sand Capital Associates, LLC State of Florida, United States of America
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 68629Y103
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See the responses to Item 9 on the attached cover pages.
(b)	Percent of class: See the responses to Item 11 on the attached cover pages.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the responses to Item 5 on the attached cover pages.
	(ii) Shared power to vote or to direct the vote: See the responses to Item 6 on the attached cover pages.
	(iii) Sole power to dispose or to direct the disposition of: See the responses to Item 7 on the attached cover pages.
	(iv) Shared power to dispose or to direct the disposition of: See the responses to Item 8 on the attached cover pages.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Sanda Par Olof

Signature:	/s/ Par Olof Sanda
Name/Title:	Individual
Date:	02/10/2026

SAND CAPITAL ASSOCIATES LLC

Signature:	/s/ Par Olof Sanda
Name/Title:	as Managing Member of Sand Capital Associates, LLC
Date:	02/10/2026

FAQ

What ownership stake in Orion Properties Inc. does Par Sanda report?

Par Sanda reports beneficial ownership of 3,380,546 shares of Orion Properties Inc. common stock, representing 6.0% of the class. This figure includes shares held by Sand Capital Associates, LLC and is calculated using the shares outstanding from the issuer’s November 6, 2025 Form 10-Q.

How many Orion Properties Inc. shares does Sand Capital Associates, LLC own?

Sand Capital Associates, LLC reports beneficial ownership of 2,795,533 shares of Orion Properties Inc. common stock, equal to 5.0% of the outstanding class. These amounts are stated as of December 31, 2025 and are based on the issuer’s share count from its November 6, 2025 Form 10-Q.

Who are the reporting persons in the Orion Properties Inc. (ONL) Schedule 13G/A?

The reporting persons are Par Sanda, an individual U.S. citizen, and Sand Capital Associates, LLC, a Florida limited liability company. Par Sanda is the Managing Member of Sand Capital Associates, LLC and may be deemed to beneficially own the shares reported by that entity.

Does Par Sanda intend to influence control of Orion Properties Inc.?

The certification states the securities were not acquired and are not held for the purpose or effect of changing or influencing control of Orion Properties Inc. It also states they are not held in connection with any transaction having that purpose, except certain nomination activities under § 240.14a-11.

What type of filing did Par Sanda and Sand Capital submit for Orion Properties Inc. (ONL)?

They submitted a Schedule 13G/A Amendment No. 4, a beneficial ownership report for holders of more than 5% of a class of registered equity securities. It updates previously reported positions in Orion Properties Inc. common stock as of December 31, 2025, including ownership percentages.

On what date is the reported Orion Properties Inc. ownership information effective?

The beneficial ownership information is stated as of December 31, 2025. The percentages are calculated using the total number of Orion Properties Inc. common shares outstanding reported in the company’s Form 10-Q filed on November 6, 2025, which serves as the share count reference.