onl-20251110
| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 10, 2025
| ORION PROPERTIES INC. | ||||||||||||||||||||||||||
| (Exact name of Registrant as specified in its charter) | ||||||||||||||||||||||||||
| Maryland | 001-40873 | 87-1656425 | ||||||||||||||||||||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||||
| 2398 E. Camelback Road, Suite 1060 | ||||||||||||||
| Phoenix, | AZ | 85016 | ||||||||||||
| (Address of principal executive offices, including zip code) | ||||||||||||||
| (602) | 698-1002 | |||||||||||||||||||||||||||||||
| (Registrant’s telephone number, including area code) | ||||||||||||||||||||||||||||||||
| N/A | ||||||||||||||
| (Former name or former address, if changed since last report) | ||||||||||||||
________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: | |||||||||||
| Title of each class: | Trading symbol(s): | Name of each exchange on which registered: | |||||||||
| Common Stock | $0.001 par value per share | ONL | New York Stock Exchange | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.02. Termination of Material Definitive Agreement.
On November 10, 2025, Orion Properties Inc. (the “Company”) terminated its Equity Distribution Agreement (the “Agreement”), dated November 15, 2022, by and among the Company and Orion Properties LP (the “Operating Partnership”) and each of (i) J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC, collectively as agents, and (ii) JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, The Bank of Nova Scotia, The Toronto-Dominion Bank and Wells Fargo Bank, National Association, collectively as forward purchasers. The Company and the Operating Partnership are not subject to any termination penalties related to the termination of the Agreement. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on November 15, 2022.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ORION PROPERTIES INC. | ||||||||
| By: | /s/ Gavin B. Brandon | |||||||
| Name: | Gavin B. Brandon | |||||||
| Title: | Chief Financial Officer, Executive Vice President and Treasurer | |||||||
Date: November 10, 2025