What changed in this filing

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Item 9A. Controls and Procedures

2026-03-05 compared with 2025-03-05 · 322 added, 309 removed, 967 unchanged (39% of the section changed)

15 unchanged sentences

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act of 1934) during the three months ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

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On March 4, 2026, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of the Company, approved a new annual incentive program for the Company’s 2026 fiscal year (the “2026 Bonus Program”).

Under the 2025 Bonus Program, each of the Company’s named executive officers, namely, Paul McDowell, Gavin Brandon, and Chris Day (the “executives”), are eligible to earn an annual incentive bonus based on the applicable executive’s individual performance and the Company’s achievement of performance goals relating to (1) Core FFO per share, (2) total general and administrative expenses (“G&A expenses”), and (3) Net Debt to Adjusted EBITDA.

Under the 2026 Bonus Program, each of the Company’s named executive officers, namely, Paul McDowell and Gavin Brandon (the “Executives”), are eligible to earn an annual incentive bonus based on the applicable Executive’s individual performance and the Company’s achievement of performance goals relating to (1) Core FFO per share, (2) total general and administrative expenses (“G&A expenses”), and (3) Net Debt to Adjusted EBITDA.

The term Executives excludes Gary Landriau, who retired from the Company during 2025 and is not eligible to participate in the 2026 Bonus Program.

The weighting of each component of the 2026 Bonus Program is as follows:

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Pursuant to their respective employment agreements, in 2026 each of the executives will be eligible to earn an annual cash bonus targeted at a percentage of the executive’s base salary as follows:

McDowell, 100% for Mr.

Brandon and 92% for Mr.

McDowell and 100% for Mr.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

34 unchanged sentences

and certain subsidiaries of Orion Office REIT LP in favor of Wells Fargo Bank, National Association, as administrative agent (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K, filed on November 15, 2021 and incorporated herein by reference).

10.8 Credit Agreement, dated February 18, 2026, by and among Orion Properties Inc., as Parent, Orion Properties LP, as Borrower, the financial institutions party thereto, as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent (filed as Exhibit 10.2 to the Company’s Form 8-K filed on February 19, 2026 and incorporated herein by reference).

10.9 Parent Guaranty, dated February 18, 2026, by Orion Properties Inc.

in favor of Wells Fargo Bank, National Association, as Administrative Agent (filed as Exhibit 10.3 to the Company’s Form 8-K filed on February 19, 2026 and incorporated herein by reference).

10.10 Loan Agreement, dated February 10, 2022, by and between the entities identified on Schedule I thereto, as Borrower, and Wells Fargo Bank, National Association, as Lender (filed as Exhibit 10.1 to the Company's Form 8-K, filed on February 14, 2022 and incorporated herein by reference).

10.11 Guaranty of Recourse Obligations, dated February 10, 2022, made by Orion Office REIT Inc.

in favor of Wells Fargo Bank, National Association, as Lender (filed as Exhibit 10.2 to the Company’s Form 8-K filed on February 14, 2022 and incorporated herein by reference).

10.12 Loan Extension and Modification Agreement, dated February 17, 2026, by and among the entities identified as Borrower on the signature page attached thereto, as Borrower, Orion Properties Inc.

(solely with respect to specified sections), as Guarantor, and Computer share Trust Company, National Association, as Trustee, for the benefit of holders of Wells Fargo Commercial Mortgage Trust 2022-ONL, Commercial Mortgage Pass-Through Certificates, Series 2022-ONL, as Lender (filed as Exhibit 10.1 to the Company’s Form 8-K filed on February 19, 2026 and incorporated herein by reference).

10.13 Amended & Restated Limited Liability Company Agreement of OAP/VER Venture, LLC, dated November 12, 2021 (filed as Exhibit 10.5 to the Company's Current Report on Form 8-K, filed on November 15, 2021 and incorporated herein by reference).

10.9 Right of First Offer Agreement, dated November 12, 2021, by and between Orion Office REIT Inc.

and OAP/VER Venture, LLC (filed as Exhibit 10.6 to the Company's Current Report on Form 8-K, filed on November 15, 2021 and incorporated herein by reference).

10.10† Orion Office REIT Inc.

2021 Equity Incentive Plan (filed as Exhibit 10.7 to the Company's Current Report on Form 8-K, filed on November 15, 2021 and incorporated herein by reference).

10.14† Orion Properties Inc.

2021 Amended and Restated Equity Incentive Plan (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on May 14, 2025 and incorporated herein by reference).

10.15† Form of Employment Agreement, by and among Orion Services, LLC, Orion Office REIT Inc.

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2021 Equity Incentive Plan (filed as Exhibit 10.12 to the Company’s Form 10-Q, filed on December 2, 2021 and incorporated herein by reference).

10.15 Loan Agreement, dated February 10, 2022, by and between the entities identified on Schedule I thereto, as Borrower, and Wells Fargo Bank, National Association, as Lender (filed as Exhibit 10.1 to the Company's Form 8-K, filed on February 14, 2022 and incorporated herein by reference).

10.16 Guaranty of Recourse Obligations, dated February 10, 2022, made by Orion Office REIT Inc.

in favor of Wells Fargo Bank, National Association, as Lender (filed as Exhibit 10.2 to the Company’s Form 8-K filed on February 14, 2022 and incorporated herein by reference).

10.19† Form of Performance-Based Restricted Stock Unit Agreement pursuant to the Orion Office REIT Inc.

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10.21† Form of Performance-Based Restricted Stock Unit Agreement pursuant to the Orion Office REIT Inc.

2021 Equity Incentive Plan (March 2024 Awards) (filed as exhibit 10.15 to the Company’s Form 10-K filed on February 27, 2024 and incorporated herein by reference).

10.20†* R etirement and Consultanc y Agreement by and between Gary E.

2021 Equity Incentive Plan (March 2024 Awards) (filed as E xhibit 10.15 to the Company’s Form 10-K filed on February 27, 2024 and incorporated herein by reference).

10.22† Retirement and Consultancy Agreement by and between Gary E.

Landriau and Orion Properties Inc.

dated March 5, 202 5.

dated March 5, 2025 (filed as Exhibit 10.20 to the Company ’ s Form 10-K filed on March 5, 2025 a nd incorporated her ein by reference) .

10.23† Form of Performance-Based Restricted Stock Unit Agreement pu rsuant to the Orion Office REIT Inc.

2021 Equity Incentive Plan (Ma rch 2025 Awards) ( filed as Exhi bit 10.2 to the Company ’ s Form 10-Q , filed on May 7, 2025 and incorporated her ein by reference ).

10.24† Form of Time-Based Restricted Stock Unit Agreement pursuant to the Orion Office REIT Inc.

2021 Equity Incentive Plan (March 2025 Awards) (filed as Exhibit 10.3 to the Company’s Form 10-Q, filed on May 7, 2025 and incorporated herein by reference).

10.25 Cooperation Agreement, dated January 26, 2026, among Orion Properties Inc., The Kawa Fund Limited and Kawa Capital Management, Inc.

(filed as Exhibit 10.1 to the Company’s Form 8-K filed on January 26, 2026 and incorporated herein by reference).

19.1* The Company's Insider Trading Compliance Policy

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1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1 Policy for Recoupment of Incentive Compensation (filed as Exhibit 97.1 to the Company’s Form 10-K filed on February 27, 2024 and incorporated herein by reference).

97.1* Policy for Recoupment of Incentive Compensation

101.SCH* Inline XBRL Taxonomy Extension Schema Document.

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Report of Independent Registered Public Accounting Firm ( KPMG LLP , San Diego, CA , Firm ID 185 )

O rion Properties Inc.

Consolidated Balance Sheets as of December 31, 202 5 and 202 4

O rion Properties Inc.

Consolidated Statements of Operations for the Years Ended December 31, 202 5 , 202 4 and 202 3

O rion Properties Inc.

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 202 5 , 202 4 and 202 3

O rion Properties Inc.

Consolidated Statements of Equity for the Years Ended December 31, 202 5 , 202 4 and 202 3

O rion Properties Inc.

Consolidated Statements of Cash Flows for the Years Ended December 31, 202 5 , 202 4 and 202 3

Notes to Orion Properties Inc.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Schedule III – Real Estate and Accumulated Depreciation

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Cash and cash equivalents 22,362 15,600

Restricted cash 38,277 41,570

Real estate assets held for sale, net 12,803 9,671

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Transaction related 898 539 504

Spin related — — 964

Total operating expenses 244,161 234,156 222,230

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Loss on extinguishment of debt, net — ( 1,078 ) ( 504 )

Other income, net 987 911 223

Equity in loss of unconsolidated joint venture, net ( 740 ) ( 435 ) ( 524 )

Other income 1,286 987 911

Other expenses ( 1,584 ) — —

Reserve on member loan to unconsolidated joint venture ( 5,926 ) — —

Equity in loss and impairment of investment in unconsolidated joint venture, net ( 11,822 ) ( 740 ) ( 435 )

Total other (expenses) income, net ( 42,513 ) ( 33,468 ) ( 29,666 )

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Balance, January 1, 2023 56,639,040 $ 57 $ 1,147,014 $ 6,308 $ ( 178,910 ) $ 974,469 $ 1,389 $ 975,858

Net (loss) income — — — — ( 97,494 ) ( 97,494 ) 20 ( 97,474 )

Net loss — — — — ( 57,302 ) ( 57,302 ) ( 9 ) ( 57,311 )

Distributions — — — — ( 22,593 ) ( 22,593 ) — ( 22,593 )

Repurchases of common stock under Share Repurchase Program ( 915,637 ) ( 1 ) ( 5,017 ) — — ( 5,018 ) — ( 5,018 )

Repurchases of common stock to settle tax obligations ( 15,411 ) — ( 89 ) — — ( 89 ) — ( 89 )

Equity-based compensation, net 75,556 — 2,728 — — 2,728 — 2,728

Other comprehensive income, net — — — 6,009 — 6,009 — 6,009

Other comprehensive loss, net — — — ( 6,572 ) — ( 6,572 ) — ( 6,572 )

Balance, December 31, 2023 55,783,548 56 1,144,636 ( 264 ) ( 258,805 ) 885,623 1,380 887,003

Net loss — — — — ( 57,302 ) ( 57,302 ) ( 9 ) ( 57,311 )

Net (loss) income — — — — ( 103,012 ) ( 103,012 ) 36 ( 102,976 )

Distributions — — — — ( 22,531 ) ( 22,531 ) ( 76 ) ( 22,607 )

Repurchases of common stock under Share Repurchase Program ( 915,637 ) ( 1 ) ( 5,017 ) — — ( 5,018 ) — ( 5,018 )

Repurchases of common stock to settle tax obligations ( 48,700 ) — ( 170 ) — — ( 170 ) — ( 170 )

Equity-based compensation, net 217,028 — 3,757 — — 3,757 — 3,757

Other comprehensive loss, net — — — ( 6,572 ) — ( 6,572 ) — ( 6,572 )

Other comprehensive income, net — — — 249 — 249 — 249

Balance, December 31, 2024 55,951,876 56 1,148,223 ( 15 ) ( 384,348 ) 763,916 1,340 765,256

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Depreciation and amortization 58,746 100,820 109,111

Non-cash revenue adjustments, net 180 ( 5,977 ) 171

Straight-line rental revenue and other non-cash revenue adjustments, net ( 13,334 ) 180 ( 5,977 )

Impairments 99,376 47,552 33,112

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Amortization of deferred financing costs 3,699 3,686 3,974

Loss on deferred offering costs 576 — —

Equity-based compensation 3,896 3,757 2,728

Equity in loss of unconsolidated joint venture, net 740 435 524

Equity in loss and impairment of investment in unconsolidated joint venture, net 11,822 740 435

Reserve on member loan to unconsolidated joint venture 5,926 — —

Changes in assets and liabilities:

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Origination of member loan to unconsolidated joint venture ( 8,328 ) ( 1,400 ) —

Principal repayments received on member loan to unconsolidated joint venture 3,124 — —

Principal repayments received on notes receivable 2,500 1,200 —

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Proceeds from the settlement of property-related insurance claims — 191 859

Net cash (used in) provided by investing activities ( 51,263 ) 5,289 22,477

Net cash provided by (used in) investing activities 16,780 ( 51,263 ) 5,289

Cash flows from financing activities:

Repayment of bridge facility, including debt extinguishment costs — — ( 355,026 )

Proceeds from mortgages payable — 18,000 —

9 unchanged sentences

Net cash used in financing activities ( 36,887 ) ( 3,025 ) ( 92,490 )

Net change in cash and cash equivalents and restricted cash ( 28 ) 1,887 25,993

Cash and cash equivalents and restricted cash, beginning of year 57,198 55,311 29,318

Cash and cash equivalents and restricted cash, end of year $ 57,170 $ 57,198 $ 55,311

ORION PROPERTIES INC.

1 unchanged sentence

(In thousands)

Net change in cash and cash equivalents and restricted cash 3,469 ( 28 ) 1,887

Cash and cash equivalents and restricted cash, beginning of year 57,170 57,198 55,311

Cash and cash equivalents and restricted cash, end of year $ 60,639 $ 57,170 $ 57,198

Reconciliation of Cash and Cash Equivalents and Restricted Cash

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The Company’s portfolio is comprised of traditional office properties, as well as governmental, medical office, flex/laboratory and R&D and flex/industrial properties.

On March 5, 2025, the Company changed its name from Orion Office REIT Inc.

to Orion Properties Inc.

to better describe its broader investment strategy to shift its portfolio concentration over time away from traditional office properties, towards more dedicated use assets that have an office component.

The Company defines dedicated use assets as those that include a substantial specialized use component such as government, medical, laboratory and research and development, and flex operations, and would therefore not be considered traditional office properties.

As part of its investment strategy, the Company intends to shift its portfolio concentration over time away from traditional office properties, towards more dedicated use assets with specialized uses that include an office component.

The Company was initially formed as a wholly owned subsidiary of Realty Income Corporation (“Realty Income”).

Following completion of the merger transaction involving Realty Income and VEREIT, Inc.

(“VEREIT”) on November 1, 2021, Realty Income contributed the combined business comprising certain office real properties and related assets previously owned by subsidiaries of Realty Income, and certain office real properties and related assets previously owned by subsidiaries of VEREIT (the “Separation”), to the Company and its operating partnership, Orion Properties LP (“Orion OP”), and on November 12, 2021, effected a special distribution to its stockholders of all the outstanding shares of common stock of the Company (the “Distribution”).

(“VEREIT”) on November 1, 2021, Realty Income contributed the combined business comprising certain office real properties and related assets previously owned by subsidiaries of Realty Income, and certain office real properties and related assets previously owned by subsidiaries of VEREIT (the “Separation”), to the Company and its operating partnership, Orion Properties LP (“Orion OP”), and on November 12, 2021, effected a special distribution to Realty Income’s stockholders of all the outstanding shares of common stock of the Company (the “Distribution”).

Following the Distribution, the Company became an independent and publicly traded company and its common stock, par value $ 0.001 per share, trades on the New York Stock Exchange (the “NYSE”) under the symbol “ONL.” The Company has elected to be taxed as a REIT for U.S.

federal income tax purposes, commencing with its initial taxable year ended December 31, 2021.

As of December 31, 2024, the Company owned and operated 69 operating properties with an aggregate of 7.9 million leasable square feet located in 29 states.

During the year ended December 31, 2024, the Company split the properties located in Amherst, New York and Denver, Colorado, each containing two buildings, into four separate properties for reporting purposes.

Also during the year ended December 31, 2024, the Company commenced classifying certain of its properties which are being repositioned, redeveloped, developed or held for sale as non-operating properties rather than operating properties, resulting in seven properties being removed from the presentation of the Company’s portfolio of operating properties as of December 31, 2024.

In addition, the Company owns an equity interest in OAP/VER Venture, LLC (the “Arch Street Joint Venture”), an unconsolidated joint venture with an affiliate of Arch Street Capital Partners, LLC (“Arch Street Capital Partners”).

As of December 31, 2025, the Company owned and operated 58 operating properties with an aggregate of 6.5 million leasable square feet located in 26 states, and eight properties designated as non-operating properties.

The Company owned an equity interest in OAP/VER Venture, LLC (the “Arch Street Joint Venture”), an unconsolidated joint venture with an affiliate of Arch Street Capital Partners, LLC (“Arch Street Capital Partners”).

As of December 31, 2025, the Arch Street Joint Venture owned a portfolio consisting of six properties totaling approximately 1.0 million leasable square feet located within six states.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements of the Company presented herein include the accounts of the Company and its consolidated subsidiaries, including Orion OP, and a consolidated joint venture and are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“U.S.

Basis of Presentation

The consolidated financial statements of the Company presented herein include the accounts of the Company and its consolidated subsidiaries, including Orion OP, and a consolidated joint venture.

All intercompany transactions have been eliminated upon consolidation.

The consolidated financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“U.S.

GAAP”) assuming the Company will continue as a going concern.

The going concern assumption contemplates continuity of operations, the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

Principles of Consolidation

The portion of the consolidated joint venture not owned by the Company is presented as non-controlling interest in the accompanying consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of equity.

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VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one or more of the following characteristics:

(a) the power to direct the activities that most significantly impact the entity’s economic performance,

(a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity;

or (c) the right to receive the expected returns of the entity.

The Company consolidates entities that are not VIEs if it has a majority voting interest or other rights that result in effectively controlling the entity.

ORION PROPERTIES INC.

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December 31, 2025

(b) the obligation to absorb the expected losses of the entity;

or (c) the right to receive the expected returns of the entity.

The Company consolidates entities that are not VIEs if it has a majority voting interest or other rights that result in effectively controlling the entity.

The Company then qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE, which is generally defined as the party who has a controlling financial interest in the VIE.

1 unchanged sentence

The Company continually evaluates the need to consolidate VIEs based on standards set forth in U.S.

Reclassification

During the year ended December 31, 2025, the Company elected to separately present restricted cash, which was previously presented in other assets, net, on the consolidated balance sheets to provide greater visibility in future periods of changes in restricted cash in connection with the February 2026 modification of the CMBS Loan.

As a result of this change in presentation, the Company has reclassified restricted cash amounts from other assets, net to restricted cash on the consolidated balance sheets for the prior period presented.

Additionally, the Company elected to separate other income and other expenses, which were previously consolidated as other income (expenses), net, on the consolidated statements of operations.

These reclassifications had no impact on the reported total assets, net loss or cash flows in the accompanying consolidated financial statements.

Per Share Data

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Actual results could differ from those estimates.

Management makes significant estimates regarding real estate impairments and purchase price allocations.

Spin related expenses are expensed as incurred.

Such expenses are primarily comprised of the legal and professional fees associated with the formation and organization of the Company, the merger transactions involving Realty Income and VEREIT and the Distribution.

Such costs also include expenses related to the fair value of the warrants issued to the Arch Street Partner and one of its affiliates during the year ended December 31, 2021.

Management makes significant estimates regarding real estate impairments, other than temporary equity method investment impairments, notes receivable reserves and purchase price allocations.

At the inception of a new lease arrangement for which the Company is the lessor, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification.

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The Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental revenue.

During the years ended December 31, 2024 and 2023, the Company recorded a reduction to rental revenue of less than $ 0.1 million for income not probable of collection and $ 1.5 million during the year ended December 31, 2022.

During the years ended December 31, 2024 and 2023, the Company recorded a reduction to rental revenue of less than $ 0.1 million for income not probable of collection.

No such amounts were recorded for the year ended December 31, 2025.

Periodically the Company receives reimbursements from previous tenants for certain end of lease obligations that are recognized in rental revenue on a cash basis or when the amounts are definitively agreed upon.

During the year ended December 31, 2024, the Company recognized $ 3.3 million of such reimbursements.

No such amounts were recognized during the years ended December 31, 2023 and 2022.

Rental revenue also includes lease termination income collected from tenants to allow for the tenants to settle their lease obligations and/or to vacate their space prior to their scheduled termination dates.

The Company recognized $ 3.3 million of such reimbursements during the year ended December 31, 2024.

No such reimbursements were recognized during the years ended December 31, 2025 and 2023.

The Company recognized lease termination income of $ 5.2 million, $ 2.0 million and $ 4.3 million during the years ended December 31, 2025, 2024 and 2023, respectively.

3 unchanged sentences

Total asset and property management fees earned in connection with this entity was $ 0.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.

See Note 3 – Real Estate Investments and Related Intangibles - Investment in Unconsolidated Joint Venture for discussion regarding the recognition of these fees on a cash basis beginning in 2026.

Real Estate Investments

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The Company accounts for its investment in the Arch Street Joint Venture arrangement using the equity method of accounting as the Company has the ability to exercise significant influence, but not control, over the operating and financing policies of the investment.

The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the joint venture’s earnings and distributions.

The Company records

The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the joint venture’s reported earnings, distributions received, and

ORION PROPERTIES INC.

1 unchanged sentence

December 31, 2025

its proportionate share of net income (loss) from the Arch Street Joint Venture in equity in loss of unconsolidated joint venture, net in the consolidated statements of operations.

See Note 3 – Real Estate Investments and Related Intangibles for further discussion on the Company’s investment in the Arch Street Joint Venture.

other-than-temporary impairments.

The Company records its proportionate share of net income (loss) from the Arch Street Joint Venture and other-than-temporary impairments in equity in loss and impairment of investment in unconsolidated joint venture, net in the consolidated statements of operations.

The Company is required to determine whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of its investment in the Arch Street Joint Venture.

4 unchanged sentences

The use of different judgments and assumptions could result in different conclusions.

No impairments of the Arch Street Joint Venture were identified during the years ended December 31, 2024, 2023 or 2022.

See Note 3 – Real Estate Investments and Related Intangibles - Investment in Unconsolidated Joint Venture for further discussion on the Company’s investment in the Arch Street Joint Venture.

Notes Receivable

The Company presents notes receivable at cost, adjusted for a provision for expected credit losses, if any.

Interest income on notes receivable is recognized using the effective interest rate method and is included in other income in the consolidated statements of operations.

Direct costs incurred in origination of the notes, along with any premium or discount, are deferred and amortized as an adjustment to interest income over the term of the note using the effective interest rate method.

Notes receivable are included in other assets, net in the consolidated balance sheets.

Lifetime expected losses are estimated and recognized on notes receivable rather than incurred losses.

The Company assesses its reserve for expected credit losses and adjusts its estimates as needed, which are presented in reserve on member loan to unconsolidated joint venture in the consolidated statements of operations.

See Note 3 – Real Estate Investments and Related Intangibles - Investment in Unconsolidated Joint Venture and Note 4 – Receivables and Other Assets for further discussion of reserves against outstanding member loan to the Arch Street Joint Venture as of December 31, 2025.

Real Estate Assets

10 unchanged sentences

See Note 5 – Fair Value Measures for further discussion.

Cash and Cash Equivalents

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash in bank accounts, as well as investments in highly-liquid funds with original maturities of three months or less.

Restricted cash as of December 31, 2025 was primarily comprised of reserves held by the lender under the CMBS Loan (as defined in Note 6 – Debt, Net) principally for future rent concessions and tenant improvement allowances.

In connection with the February 2026 modification of the CMBS Loan discussed in Note 6 – Debt, Net, the Company funded an additional $ 7.74 million to an all-purpose reserve which may be used for leasing costs and has agreed that a portion of all future excess cash flows from the 19 properties collateralizing the CMBS Loan will be used to continue to fund the all-purpose reserve.

The Company deposits cash with high quality financial institutions.

These deposits are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to an insurance limit of $250,000.

At times, the Company’s cash and cash equivalents may exceed federally insured levels.

At times, the Company’s cash and cash equivalents and restricted cash may exceed federally insured levels.

Although the Company bears risk on amounts in excess of those insured by the FDIC, it has not experienced and does not anticipate any losses due to the high quality of the institutions where the deposits are held.

Restricted Cash

The Company had $ 41.6 million in restricted cash as of December 31, 2024 and $ 34.7 million for the years ended December 31, 2023 and 2022, primarily comprised of reserves held by the lender under the CMBS Loan (as defined in Note 6 – Debt, Net) for future rent concessions and tenant improvement allowances.

Restricted cash is included in other assets, net in the accompanying consolidated balance sheets.

Deferred Financing Costs

Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining commitments for financing.

D eferred financing costs, other than those associated with the Revolving Facility (as defined in Note 6 – Debt, Net ), are presented in the accompanying consolidated balance sheets as a direct deduction from the carrying value of the related debt

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

liability rather than as an asset .

Deferred financing costs related to the Revolving Facility are included in other assets, net in the accompanying consolidated balance sheets.

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The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment.

If the Company elects not to apply hedge accounting treatment, any changes in the fair value of these derivative instruments is recognized immediately in other income, net in the accompanying consolidated statements of operations and consolidated statements of comprehensive income (loss).

If the Company elects not to apply hedge accounting treatment, any changes in the fair value of these derivative instruments is recognized immediately in other expenses in the accompanying consolidated statements of operations and consolidated statements of comprehensive income (loss).

If the derivative is designated and qualifies for cash flow hedge accounting treatment, the change in fair value of the derivative is recorded in other comprehensive income (loss).

Unrealized gains and losses in other comprehensive income (loss) are reclassified to interest expense when the related hedged items impact earnings.

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

Loss Contingencies

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The accounting estimates used to compute the provision for or benefit from income taxes may change as new events occur, additional information is obtained or the tax environment changes.

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

During the years ended December 31, 2025, 2024 and 2023, the Company recognized state and local income and franchise tax expense of $ 0.3 million, $ 0.2 million and $ 0.5 million, respectively.

9 unchanged sentences

The chief operating decision maker (“CODM”) of the Company is the chief executive officer.

The CODM reviews net income (loss) attributable to common stockholders, included in the accompanying consolidated statements of operations, when assessing performance and making operating decisions, including the allocation of resources.

The CODM uses net income (loss) attributable to common stockholders as it informs comparative period trends for the forecasting process and is the baseline measurement for any additional measures of profit or loss of the Company’s consolidated financial results.

The CODM reviews net loss in the accompanying consolidated statements of operations, when assessing performance and making operating decisions, including the allocation of resources.

The CODM uses net loss as it informs comparative period trends for the forecasting process and is the baseline measurement for any additional measures of profit or loss of the Company’s consolidated financial results.

Additionally, the CODM reviews the following significant expenses when measuring segment performance:

property operating expenses for properties that were fully vacant or became fully vacant during the reporting period (“Vacant Property Operating Expenses”) and general and administrative expenses.

Segment revenues, profit or loss and general and administrative expenses are all disclosed in the accompanying consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022.

Vacant Property Operating Expenses of $ 16.3 million, $ 9.1 million and $ 7.4 million are included in property operating expenses in the accompanying consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022.

property operating expenses for properties that were substantially vacant or became substantially vacant during the reporting period (“Vacant Property Operating Expenses”) and general and administrative expenses.

A property is considered to be substantially vacant with an occupancy rate of 15% or less.

Segment revenues, profit or loss, and general and administrative expenses are all disclosed in the accompanying consolidated statements of operations.

Vacant Property Operating Expenses included in property operating expenses of the accompanying consolidated statements of operations were $ 18.9 million, $ 16.3 million and $ 9.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Asset information for the segment is not used by the CODM to measure performance but is disclosed in the accompanying consolidated balance sheets as of December 31, 2025 and 2024.

The Company does not have intra-entity sales or transfers, and its revenues have been generated in and all long-lived assets are located within the United States.

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

Recent Accounting Pronouncements

1 unchanged sentence

ASU 2024-03 serves to improve disclosures about a public business entity’s expenses and provide detailed information about expense categories commonly presented in cost of sales, research and development and selling, general, and administrative expenses, including but not limited to purchases of inventory, employee compensation, depreciation, amortization and depletion.

The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods with annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of the adoption of ASU 2024-03 on its consolidated financial statements.

1 unchanged sentence

Property Acquisitions

During each of the years ended December 31, 2024 and 2022, the Company acquired, for no consideration, the fee simple interest in one parcel of land in connection with the maturity of the tax advantaged bond and ground lease structure on each of the parcels.

As a result of the transactions, $ 3.5 million and $ 4.7 million that were previously classified as a finance lease right-of-use assets with respect to such land parcels previously subject to the ground leases were reclassified from other assets, net to land in the accompanying consolidated balance sheets as of December 31, 2024 and 2022.

Also during the year ended December 31, 2024, the Company acquired fee simple, controlling financial interest in one real property and the improvements thereon including a 97 ,000 square foot flex/laboratory and R&D facility located in San Ramon, California for a gross purchase price of $ 34.6 million and external acquisition-related expenses of $ 0.1 million that were capitalized.

The property is fully leased to a single tenant with a remaining lease term of 15.0 years as of the acquisition date.

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

The following table presents the allocation of the purchase consideration and capitalized external acquisition-related expenses to the assets acquired and liabilities assumed based on their relative fair values during the year ended December 31, 2024 (in thousands):

During the years ended December 31, 2025 and 2023, the Company had no acquisitions.

During February 2026 the Company acquired one property, see Note 15 – Subsequent Events, below.

During the year ended December 31, 2024, the Company acquired fee simple, controlling financial interest in one real property and the improvements thereon including an approximate 97,000 square foot flex/laboratory and R&D facility located in San Ramon, California for a gross purchase price of $ 34.6 million and external acquisition-related expenses of $ 0.1 million that were capitalized.

The property was fully leased to a single tenant with a remaining lease term of 15.0 years as of the acquisition date.

The following table presents the allocation of the purchase consideration and capitalized transaction costs to the assets acquired and liabilities assumed based on their relative fair values during the year ended December 31, 2024 (in thousands):

Real estate investment, at cost:

7 unchanged sentences

Net assets acquired $ 34,734

During the year ended December 31, 2023, the Company had no acquisitions and did not have any other acquisitions during the year ended December 31, 2022.

Additionally, during the year ended December 31, 2024, the Company acquired for no consideration, the fee simple interest in one parcel of land in connection with the maturity of the tax advantaged bond and ground lease structure.

As a result of the transaction, $ 3.5 million that was previously classified as a finance lease right-of-use asset with respect to such land parcel previously subject to the ground lease was reclassified from other assets, net to land in the accompanying consolidated balance sheet as of December 31, 2024.

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

Property Dispositions and Real Estate Assets Held for Sale

The following table summarizes the Company’s property dispositions for the periods indicated below (dollars in thousands) :

The following table summarizes the Company’s property dispositions during the periods indicated below (dollars in thousands) :

Year Ended December 31,

6 unchanged sentences

Property count 4 2 3

As of December 31, 2024, the Company had one property classified as held for sale with a carrying value of $ 9.7 million, primarily comprised of land of $ 1.2 million and building, fixtures and improvements, net, of $ 8.5 million, included in real estate assets held for sale, net in the accompanying consolidated balance sheets, which it expects to be sold in the next 12 months as part of its portfolio management strategy.

As of December 31, 2025, the Company had two properties classified as held for sale with a carrying value of $ 12.8 million, primarily comprised of land of $ 3.8 million and building, fixtures and improvements, net, of $ 9.0 million, included in real estate assets held for sale, net in the accompanying consolidated balance sheets.

During January 2026, the Company closed on the sale of both held for sale properties, see Note 15 – Subsequent Events, below.

During the years ended December 31, 2025, 2024 and 2023, the Company recorded losses of $ 19.8 million, $ 8.6 million and $ 4.4 million, respectively, related to properties that were classified as held for sale, which are included as part of impairments in the accompanying consolidated statements of operations.

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Intangible Lease Assets and Liabilities

Intangible lease assets and liabilities consisted of the following (in thousands, except weighted-average useful life):

Intangible lease assets and liabilities consisted of the following as of the dates indicated below (in thousands, except weighted average useful life as of December 31, 2025):

Weighted Average Useful Life (Years) December 31, 2025 December 31, 2024

12 unchanged sentences

15.2 $ 18,449 $ 20,596

The aggregate amount of amortization of above-market and below-market leases included as a net increase to rental revenue in the accompanying statements of operations was $ 1.1 million for the year ended December 31, 2024 and $ 1.2 million for each of the years ended December 31, 2023 and 2022.

The aggregate amount of amortization of above-market and below-market leases included as a net increase to rental revenue in the accompanying statements of operations was $ 1.3 million, $ 1.1 million and $ 1.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The aggregate amount of amortization of deferred lease incentives included as a net decrease to rental revenue was $ 0.5 million, $ 0.5 million and $ 0.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The aggregate amount of in-place leases, leasing commissions and other lease intangibles amortized and included in depreciation and amortization expense in the accompanying statements of operations was $ 26.0 million, $ 51.4 million and $ 75.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

The following table provides the projected amortization expense and adjustments to rental revenue related to the intangible lease assets and liabilities for the next five years as of December 31, 2025 (in thousands) :

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The Company had an interest in one consolidated joint venture that owned one property as of December 31, 2025 and 2024.

As of December 31, 2024 and 2023, the consolidated joint venture had total assets of $ 24.5 million and $ 27.6 million, respectively, of which $ 22.6 million and $ 23.5 million, respectively, were real estate investments, net of accumulated depreciation and amortization.

The consolidated joint venture had total assets of $ 24.0 million, including $ 21.8 million of real estate investments, net of accumulated depreciation and amortization as of December 31, 2025, and total assets of $ 24.5 million, including $ 22.6 million of real estate investments, net as of December 31, 2024.

The Company’s joint venture partner is the managing member of the joint venture.

1 unchanged sentence

The Company and the joint venture partner are subject to the provisions of the joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls.

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Investment in Unconsolidated Joint Venture

The following is a summary of the Company’s investment in the Arch Street Joint Venture, as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022 (dollars in thousands):

The following is a summary of the Company’s investment in the Arch Street Joint Venture, as of the dates and for the periods indicated below (dollars in thousands):

Ownership % (1)

Number of Properties Carrying Value of

Investment Equity in Loss, Net

Investment Equity in Loss and Impairment of Investment in Unconsolidated Joint Venture, Net

Investment December 31, 2025 December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 December 31, 2023

1 unchanged sentence

____________________________________

(1) The Company’s ownership interest reflects its legal ownership interest.

1 unchanged sentence

As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interest.

(2) The total carrying value of the Company’s investment in the Arch Street Joint Venture was less than the underlying equity in net assets by less than $ 0.1 million as of December 31, 2024, and greater than the underlying equity in net assets by $ 0.4 million as of December 31, 2023.

This difference is related to the recognition of the fair value of the investment in the Arch Street Joint Venture in connection with the Separation and the Distribution.

The difference in fair value and carrying value of the investment was allocated based on the underlying assets and liabilities of the Arch Street Joint Venture and is being amortized over the estimated useful lives of the respective assets and liabilities in accordance with the Company’s accounting policies.

The non-recourse mortgage notes associated with the Arch Street Joint Venture were scheduled to mature on November 27, 2024, with two successive one-year options to extend the maturity until November 27, 2026.

On November 22, 2024, the Arch Street Joint Venture repaid $ 3.4 million of principal on the mortgage notes to satisfy the 60 % maximum loan-to-value extension condition and effected the first loan extension option, which extended the maturity date of the mortgage notes 12 months to November 27, 2025.

As of December 31, 2024, there was $ 131.6 million outstanding under the mortgage notes and the Company’s proportionate share was $ 26.3 million.

The mortgage notes have a variable interest rate and during the 12 -month extension term the spread on a SOFR (the secured overnight financing rate as administered by the Federal Reserve Bank of New York) loan is 2.60 % per annum (increased from 1.60 % per annum), and in the case of a base rate loan, the spread is unchanged at 0.50 % per annum.

The Arch Street Joint Venture has entered into an interest rate cap agreement that caps the SOFR rate at 5.50 % per annum during the 12 -month extension term.

The Company provided a member loan to the Arch Street Joint Venture of $ 1.4 million in connection with the partial repayment of the Arch Street Joint Venture mortgage notes to satisfy the maximum 60 % loan-to-value extension condition.

The non-recourse mortgage notes associated with the Arch Street Joint Venture were scheduled to mature on November 27, 2025, subject to one remaining one-year borrower option to extend the maturity until November 27, 2026.

The Arch Street Joint Venture exercised the extension option during September 2025.

However, in order to extend the debt, the Arch Street Joint Venture is required to make an approximately $ 16.0 million prepayment of loan principal outstanding to satisfy the 60 % loan-to-value extension condition.

Due to capital constraints of the Company’s joint venture partner, the joint venture has been unable to make this prepayment.

The loan was temporarily extended until February 26, 2026 and the joint venture remains in discussions with the lenders about next steps which may include an additional short-term extension and restructuring of the debt with a lender excess cash flow sweep, and the requirement to sell one or more properties and utilize the net proceeds to prepay principal outstanding under the debt.

The Company cannot provide any assurance that the Arch Street Joint Venture will be able to satisfy the loan-to-value condition or otherwise extend or refinance this debt obligation or that the lenders will not seek to enforce their remedies due to the existing payment default.

During November 2024, the Company provided a member loan to the Arch Street Joint Venture of $ 1.4 million in connection with a partial repayment of the Arch Street Joint Venture mortgage notes to satisfy the maximum 60 % loan-to-value

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

extension condition.

During February 2025, the Company made an additional member loan of $ 8.3 million to fund leasing costs related to a lease extension that was completed for one of the properties in the Arch Street Joint Venture portfolio.

As part of the terms of the recent extension of the Arch Street Joint Venture mortgage notes, the mortgage lender is expected to re-appraise the property where the lease was extended in February 2025, and the Company is also committed to make an additional member loan as and if needed to repay principal on the mortgage notes to continue to satisfy the 60 % loan-to-value extension condition.

The Company’s member loan to the Arch Street Joint Venture, which had $ 9.2 million receivable as of March 5, 2025, earns interest at 15 % per annum and is non-recourse and unsecured, and structurally subordinate to the Arch Street Joint Venture mortgage notes.

Interest and principal are payable monthly solely out of the excess cash from the joint venture after payment of property operating expenses, interest and principal on the Arch Street mortgage notes and other joint venture expenses and excess proceeds from the sale of any of the joint venture properties.

The Company’s member loan to the Arch Street Joint Venture, which had $ 6.6 million receivable as of December 31, 2025, is legally entitled to receive interest at 15 %, matures on November 27, 2026, and is non-recourse and unsecured, structurally subordinate to the Arch Street Joint Venture mortgage notes.

However, interest and principal are payable monthly solely out of the excess cash from the joint venture after payment of property operating expenses, interest and principal on the Arch Street mortgage notes and other joint venture expenses and excess proceeds from the sale of any of the joint venture properties.

Due to the uncertainties with regard to recovery of the Company’s Arch Street Joint Venture investments, the Company recorded an other-than-temporary impairment loss on its investment in the Arch Street Joint Venture, which is included in equity in loss and impairment of investment in unconsolidated joint venture, net in the accompanying consolidated statements of operations, thereby reducing the carrying value of the investment to zero , and recorded a loan loss reserve of $ 5.9 million against the $ 6.6 million member loan to the Arch Street Joint Venture during the year ended December 31, 2025.

Beginning in 2026, the Company will record management fees from the Arch Street Joint Venture and interest income on the member loan on a cash basis rather than accrual basis.

Note 4 – Receivables and Other Assets

Accounts receivable, net consisted of the following as of the periods indicated below (in thousands):

Accounts receivable, net consisted of the following as of the dates indicated below (in thousands):

December 31, 2025 December 31, 2024

1 unchanged sentence

Straight-line rent receivable, net (1)

30,434 16,981

Total $ 35,333 $ 22,833

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Other assets, net consisted of the following as of the periods indicated below (in thousands):

____________________________________

(1) The change in straight-line rent receivable, net as of December 31, 2025 compared to December 31, 2024 includes the impact of a $ 10.8 million decrease in cash rental revenue from the tenant at our Hopewell, New Jersey property due to a scheduled one-year rent concession period beginning in December 2024.

Other assets, net consisted of the following as of the dates indicated below (in thousands):

December 31, 2025 December 31, 2024

Restricted cash $ 41,570 $ 34,725

Right-of-use assets, net (1)

$ 21,260 $ 22,216

Investment in unconsolidated joint venture 11,822 13,549

Deferred costs, net (2)

Notes receivable (3)

Prepaid expenses 2,130 2,133

Other assets, net 2,038 1,591

Deferred costs, net (2)

Notes receivable (3)

Restricted escrow deposits 350 —

Investment in unconsolidated joint venture — 11,822

Total $ 27,614 $ 46,258

2 unchanged sentences

Includes right-of-use finance leases of $ 5.6 million, right-of-use operating leases of $ 10.2 million and a below-market right-of-use asset, net of $ 6.4 million as of December 31, 2024.

Amortization expense for below market right-of-use asset was $ 0.2 million for each of the years ended December 31, 2024, 2023 and 2022.

(2) Includes accumulated amortization for deferred costs related to the Revolving Facility of $ 7.0 million and $ 5.1 million as of December 31, 2024 and 2023, respectively.

Amortization expense for deferred costs related to the Revolving Facility was $ 3.0 million, $ 2.6 million and $ 2.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

During the year ended December 31, 2024, the Company capitalized additional deferred costs of $ 1.0 million in connection with the third amendment to the Credit Agreement, as defined below and discussed in Note 6 – Debt, Net.

Also in connection with the third amendment to the Credit Agreement and resulting reduction in borrowing capacity, net deferred costs of $ 1.1 million were written off and recognized in loss on extinguishment of debt, net in the accompanying consolidated statements of operations during the year ended December 31, 2024.

Deferred costs, net as of December 31, 2024 and 2023 also includes outstanding deferred equity offering costs of $ 0.6 million, which will be offset against additional paid in capital for future issuances of shares of the Company’s common stock.

(3) Notes receivable as of December 31, 2024 includes a $ 1.4 million member loan to the Arch Street Joint Venture funded in connection with the partial repayment of the Arch Street Joint Venture mortgage notes discussed in Note 3 – Real Estate Investments and Related Intangibles – Investment in Unconsolidated Joint Venture.

Amortization expense for below market right-of-use asset was $ 0.2 million for the years ended December 31, 2025, 2024 and 2023.

(2) Includes accumulated amortization for deferred costs related to the Original Revolving Facility of $ 10.0 million and $ 7.0 million as of December 31, 2025 and 2024, respectively.

Amortization expense for deferred costs related to the Original Revolving Facility was $ 3.0 million, $ 3.0 million and $ 2.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Deferred costs, net as of December 31, 2024 also includes outstanding deferred equity offering costs of $ 0.6 million, which were expensed against other expenses in the accompanying consolidated statements of operations during the year ended December 31, 2025 in connection with the scheduled expiration of the Company’s universal shelf registration statement during year ended December 31, 2025.

(3) Notes receivable includes a member loan, net of reserves, to the Arch Street Joint Venture discussed in Note 3 – Real Estate Investments and Related Intangibles - Investment in Unconsolidated Joint Venture of $ 0.7 million and $ 1.4 million as of December 31, 2025 and 2024, respectively.

Notes receivable as of December 31, 2024 also includes one $ 2.5 million long-term seller financed promissory note for one property sold during the year ended December 31, 2023.

Notes receivable as of December 31, 2023 includes one long-term seller financed promissory note and one short-term seller financed promissory note for two properties sold during the year ended December 31, 2023.

These loans were structured as first mortgage loans on the properties sold with an unsecured recourse guaranty from the buyer principal(s).

The short-term seller financed promissory note was repaid in full during the year ended December 31, 2024.

This loan was structured as a first mortgage loan on the property sold with an unsecured recourse guaranty from the buyer principal and was repaid in full during the year ended December 31, 2025.

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

Note 5 – Fair Value Measures

Items Measured at Fair Value on a Recurring Basis

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of the periods indicated below, aggregated by the level in the fair value hierarchy within which those instruments fall (in thousands):

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of the dates indicated below, aggregated by the level in the fair value hierarchy within which those instruments fall (in thousands):

Level 1 Level 2 Level 3 Balance as of December 31, 2025

2 unchanged sentences

Derivative liabilities $ — $ 15 $ — $ 15

Derivative Liabilities – The Company’s derivative financial instruments comprise interest rate collar agreements entered into in order to hedge interest rate volatility with respect to the Company’s borrowings with an aggregate notional amount of $ 60.0 million as of December 31, 2024 and 2023 (as described in Note 6 – Debt, Net).

Derivative Liabilities – The Company’s derivative financial instruments comprise interest rate collar agreements entered into in order to hedge interest rate volatility with respect to the Company’s borrowings under the Original Revolving Facility and subsequently the New Revolving Facility with an aggregate notional amount of $ 75.0 million and $ 60.0 million as of December 31, 2025 and 2024, respectively (as described in Note 6 – Debt, Net).

The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative.

This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities.

In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties.

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential non-performance risk and the performance risk of the counterparties.

Although the Company determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties.

2 unchanged sentences

Items Measured at Fair Value on a Non-Recurring Basis

Certain financial and nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment.

Certain financial and non-financial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment.

Real Estate and Other Investments – The Company performs quarterly impairment review procedures for real estate investments, right-of-use assets and its investment in the Arch Street Joint Venture, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of such assets may not be recoverable.

The following table summarizes our provisions for impairment during the periods indicated below (dollars in thousands).

See Note 3 – Real Estate Investments and Related Intangibles - Investment in Unconsolidated Joint Venture for discussion of an other-than-temporary impairment recognized on the Company’s investment in the Arch Street Joint Venture during the year ended December 31, 2025.

The following table summarizes the Company’s provisions for real estate asset impairment during the periods indicated below (dollars in thousands).

The impairment charges reflect changes in the Company’s future cash flow assumptions for agreed-upon or estimated sales proceeds with respect to real estate assets that were expected to be sold as well as changes to assumptions with regard to management’s intent to sell or lease the real estate assets.

5 unchanged sentences

Estimated fair value $ 84,394 $ 72,917 $ 35,103

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

The Company estimates fair values using Level 2 and Level 3 inputs and uses a combined income and market approach, specifically using discounted cash flow analysis and/or recent comparable sales transactions.

6 unchanged sentences

There are inherent uncertainties in making these estimates such as market conditions and performance and sustainability of the Company’s tenants.

For the Company’s impairment tests for the real estate assets during the year ended December 31, 2024, the fair value measurements for nine properties were determined based on sales prices under definitive agreements, two properties were determined by a weighted average discount rate of 9.3 % and weighted average capitalization rate of 8.8 %, and one was determined based on an estimated sales price based on market data.

During the year ended December 31, 2024, impairment charges of $ 33.0 million were recorded for held and used properties, $ 8.6 million for held for sale properties and $ 6.0 million for disposed properties.

For the Company’s impairment tests for the real estate assets during the year ended December 31, 2023, the fair value measurements for seven properties were determined based on sales prices under definitive agreements and one property was determined by a discount rate of 9.0 % and capitalization rate of 8.5 %.

During the year ended December 31, 2023, impairment charges of $ 5.9 million were recorded for held and used properties and $ 27.2 million for disposed properties.

For the Company’s impairment tests for the real estate assets during the year ended December 31, 2022, the fair value measurements for 17 properties were determined by applying an estimated sales price based on market data and one property was determined by applying a discount rate of 8.5 % and capitalization rate of 8.0 %.

During the year ended December 31, 2022, impairment charges of $ 39.5 million were recorded for held and used properties, $ 0.2 million for held for sale properties and $ 26.7 million for disposed properties.

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

The following tables present certain of the Company’s assets measured at fair value on a non-recurring basis as of the periods indicated below, aggregated by the level in the fair value hierarchy within which those assets fall (in thousands):

For the Company’s impairment tests over the real estate assets during the year ended December 31, 2025, the fair value measurements for nine properties were determined based on sales prices under definitive agreements, one property was determined by using a discount rate of 8.9 % and a capitalization rate of 8.6 %, and two properties were determined based on estimated sales prices based on market data.

During the year ended December 31, 2025, the Company recognized impairment charges of $ 20.6 million for held and used properties, $ 59.0 million for held for sale properties, and $ 19.8 million for disposed properties.

For the Company’s impairment tests over the real estate assets during the year ended December 31, 2024, the fair value measurements for nine properties were determined based on sales prices under definitive agreements, two properties were determined by using a weighted average discount rate of 9.3 % and a weighted average capitalization rate of 8.8 %, and one was determined based on an estimated sales price based on market data.

During the year ended December 31, 2024, the Company recognized impairment charges of $ 33.0 million for held and used properties, $ 8.6 million for held for sale properties, and $ 6.0 million for disposed properties.

For the Company’s impairment tests over the real estate assets during the year ended December 31, 2023, the fair value measurements for seven properties were determined based on sales prices under definitive agreements and one property was determined by using a discount rate of 9.0 % and a capitalization rate of 8.5 %.

During the year ended December 31, 2023, the Company recognized impairment charges of $ 5.9 million for held and used properties and $ 27.2 million for disposed properties.

The following tables present certain of the Company’s assets which were subject to impairment as of the dates indicated below and therefore, have been measured at fair value on a non-recurring basis, aggregated by the level in the fair value hierarchy within which those assets fall (in thousands):

Level 1 Level 2 (1)

Balance as of December 31, 2025

Assets of properties held and used $ — $ — $ 22,903 $ 22,903

Assets of properties held for sale — 12,803 — 12,803

$ — $ 9,671 $ 22,903 $ 32,574

Level 1 Level 2 (1)

1 unchanged sentence

Assets of properties held and used $ — $ — $ 22,903 $ 22,903

Assets of properties held for sale — 9,671 — 9,671

Total $ — $ 9,671 $ 22,903 $ 32,574

____________________________________

(1) The fair value of the level 2 category was derived using negotiated sales prices with third parties and the fair value of the level 3 category was derived using discounted cash flow analysis and management estimates of selling prices.

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

Fair Value of Financial Instruments

The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, accounts receivable, notes receivable and accounts payable approximate their carrying value in the accompanying consolidated balance sheets due to their short-term nature.

The fair values of the Company’s long-term financial instruments are reported below (dollars in thousands):

The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, accounts receivable, notes receivable and accounts payable approximates their carrying value in the accompanying consolidated balance sheets due to their short-term nature.

The following table presents carrying values and fair values of the Company’s long-term financial instruments as of the dates indicated below (dollars in thousands):

Level Carrying Value at December 31, 2025

5 unchanged sentences

Mortgages payable 2 $ 373,000 $ 365,853 $ 373,000 $ 352,476

Credit facility revolver 2 119,000 119,000 116,000 116,000

Derivative liabilities 2 5 5 15 15

2 unchanged sentences

(1) Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs.

Notes Receivable – The fair value of the Company’s long-term promissory notes receivable were determined to be at fair value based on management’s estimates of credit spreads and observable market interest rates, representing level 3 on the fair value hierarchy.

Notes Receivable – The carrying value of the Company’s long-term promissory notes receivable, net of loan loss reserves, were determined to be at fair value based on management’s estimates of credit spreads and observable market interest rates, representing level 3 on the fair value hierarchy.

Debt – The fair value is estimated by an independent third party using a discounted cash flow analysis, based on management’s estimates of credit spreads and observable market interest rates, representing level 2 on the fair value hierarchy.

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Note 6 – Debt, Net

As of December 31, 2024, the Company had $ 490.2 million of debt outstanding, including net deferred financing costs, with a weighted-average years to maturity of 2.1 years and a weighted-average effective interest rate for the year ended December 31, 2024 of 5.85 %.

The following table summarizes the carrying value of debt as of and the debt activity for the periods indicated below (in thousands):

As of December 31, 2025, the Company had debt outstanding of $ 464.0 million, including net deferred financing costs, with a weighted average years to maturity of 1.2 years and a weighted average effective interest rate for the year ended December 31, 2025 of 5.62 %.

The following table summarizes the carrying value of debt as of the date and the debt activity for the periods indicated below (in thousands):

Year Ended December 31, 2025

5 unchanged sentences

Mortgages payable, net 371,222 — — 735 371,957

Credit facility revolver 116,000 36,000 ( 33,000 ) — 119,000

Original Revolving Facility 119,000 13,000 ( 40,000 ) — 92,000

Total debt $ 490,222 $ 13,000 $ ( 40,000 ) $ 735 $ 463,957

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

The following table summarizes the scheduled aggregate principal repayments due on the Company’s debt outstanding as of December 31, 2025 (in thousands):

1 unchanged sentence

Total $ 465,000

____________________________________

(1) As described below, the Original Revolving Facility was scheduled to mature on May 12, 2026 and the CMBS Loan was scheduled to mature on February 11, 2027 as of December 31, 2025.

As described in more detail below, during February 2026, the Company entered into the New Revolving Facility.

Also as described in more detail below, during February 2026, the Company entered into an amendment to the CMBS Loan which among other things extended the maturity date two years until February 11, 2029, subject to two borrower extension options for an aggregate of 18 months until August 11, 2030.

Credit Agreement

In connection with the Separation and the Distribution, on November 12, 2021, the Company, as parent, and Orion OP, as borrower, entered into (i) a credit agreement (the “Credit Agreement”) providing for a three-year , $ 425.0 million senior revolving credit facility (the “Revolving Facility”), including a $ 25.0 million letter of credit sub-facility, and a two-year , $ 175.0 million senior term loan facility (the “Term Loan Facility”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders and issuing banks party thereto and (ii) a credit agreement (the “Bridge Credit Agreement”) providing for a six-month , $ 355.0 million senior bridge term loan facility (the “Bridge Facility”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto.

In February 2022, as further described below, the Company refinanced the Bridge Facility in full with the $ 355.0 million CMBS Loan (defined below), and the Bridge Credit Agreement was terminated.

In June 2023, as further described below, the Term Loan Facility was repaid and retired with borrowings under the Revolving Facility and, as of December 31, 2024, $ 119.0 million of principal amount was outstanding under the Revolving Facility with $ 231.0 million available for future borrowings thereunder, including the $ 25.0 million letter of credit sub-facility.

The Company and Orion OP have entered into three amendments to the Credit Agreement.

The purpose of the first amendment entered into in December 2022 was to change the benchmark rate for borrowings under the Credit Agreement from LIBOR (the London interbank offered rate as administered by the ICE Benchmark Administration) to SOFR (the secured overnight financing rate as administered by the Federal Reserve Bank of New York).

The purpose of the second amendment entered into in June 2023 was to repay and retire $ 175.0 million of outstanding borrowings under the Term Loan Facility with borrowings from the Revolving Facility which was undrawn at the time of the second amendment, provide Orion OP with the option to extend the maturity of the Revolving Facility for an additional 18 months to May 12, 2026 from November 12, 2024 and to effect certain other modifications.

On May 3, 2024, the Company entered into a third amendment to the Credit

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Agreement which resulted in a permanent $ 75.0 million reduction in the capacity of the Revolving Facility to $ 350.0 million from $ 425.0 million, while making a proportional reduction in the minimum value of the unencumbered asset pool required under the Credit Agreement to $ 500.0 million from $ 600.0 million and certain other modifications to financial covenants.

On May 16, 2024, the Company elected its option to extend the maturity of the Revolving Facility to May 12, 2026.

The interest rate applicable to the loans under the Revolving Facility may be determined, at the election of Orion OP, on the basis of Daily Simple SOFR, Term SOFR or a base rate, in the case of a SOFR loan, plus a SOFR adjustment of 0.10 % per annum, and in the case of a SOFR loan or a base rate loan, plus an applicable margin of 3.25 % for SOFR loans and 2.25 % for base rate loans.

Loans under the Revolving Facility may be prepaid and reborrowed, and unused commitments under the Revolving Facility may be reduced, at any time, in whole or in part, by Orion OP, without premium or penalty (except for SOFR breakage costs).

In December 2022, the Company entered into interest rate swap agreements with an aggregate notional amount of $ 175.0 million, which effectively fixed the interest rate on $ 175.0 million of principal under the Revolving Facility (or, until June 29, 2023, the Term Loan Facility) at 3.92 % per annum until November 12, 2023.

Upon the scheduled expiration of the interest rate swap agreements, the Company entered into interest rate collar agreements on a total notional amount of $ 60.0 million to hedge against interest rate volatility on the Revolving Facility.

Under the agreements, the benchmark rate for the Revolving Facility will float between 5.50 % per annum and 4.20 % per annum on $ 25.0 million, and 5.50 % per annum and 4.035 % per annum on $ 35.0 million, effective from November 13, 2023 until May 12, 2025.

As of December 31, 2024, the weighted average effective interest rate of the Revolving Facility was 7.66 %.

To the extent that amounts under the Revolving Facility remain unused, Orion OP is required to pay a quarterly commitment fee on the unused portion of the Revolving Facility in an amount equal to 0.25 % per annum of the unused portion of the Revolving Facility.

The Revolving Facility is guaranteed pursuant to a guaranty by the Company and, subject to certain exceptions, substantially all of Orion OP’s existing and future subsidiaries (including substantially all of its subsidiaries that directly or indirectly own unencumbered real properties), other than certain joint ventures and subsidiaries that own real properties subject to certain other indebtedness (such subsidiaries of Orion OP, the “Subsidiary Guarantors”).

The Revolving Facility is secured by, among other things, first priority pledges of the equity interests in the Subsidiary Guarantors.

The Revolving Facility requires that Orion OP comply with various covenants, including covenants restricting, subject to certain exceptions, liens, investments, mergers, asset sales and the payment of certain dividends.

Pursuant to the second amendment described above, if, on any day, Orion OP has unrestricted cash and cash equivalents in excess of $ 25.0 million (excluding amounts that are then designated for application or use and are subsequently used for such purposes within 30 days), Orion OP will use such excess amount to prepay loans under the Revolving Facility, without premium or penalty and without any reduction in the lenders’ commitment under the Revolving Facility.

In addition, the Revolving Facility giving effect to the modifications pursuant to the second amendment described above, requires that Orion OP satisfy the following financial covenants:

• ratio of total debt to total asset value of not more than 0.60 to 1.00;

• ratio of adjusted EBITDA to fixed charges of not less than 1.50 to 1.00;

• ratio of secured debt to total asset value of not more than 0.40 to 1.00;

• ratio of unsecured debt to unencumbered asset value of not more than 0.60 to 1.00;

• ratio of net operating income from all unencumbered real properties to unsecured interest expense of not less than 2.00 to 1.00;

• the unencumbered asset value maintained by Orion OP must be at least $ 500.0 million.

Pursuant to the second amendment described above, if the ratio of unsecured debt to unencumbered asset value exceeds 0.35 to 1.00 as of the end of two consecutive fiscal quarters, Orion OP will be required, within 90 days and subject to cure rights, to grant the administrative agent a first priority lien on all the properties included in the pool of unencumbered assets (other than properties identified for disposition by the Company so long as such properties are sold within one year of such identification).

As of December 31, 2024, Orion OP was in compliance with the Revolving Facility financial covenants.

As of December 31, 2025, $ 92.0 million of principal amount was outstanding under the Original Revolving Facility, and the Original Revolving Facility was scheduled to mature on May 12, 2026.

As described in more detail below, the Original Revolving Facility was refinanced with a new $ 215.0 million senior secured revolving credit facility during February 2026 (the “New Revolving Facility”).

On February 18, 2026, the Company, as parent, and Orion OP, as borrower, entered into a credit agreement for the New Revolving Facility.

The credit agreement for the New Revolving Facility includes the following terms and conditions, among others:

• The Original Revolving Facility has been terminated and the indebtedness thereunder has been discharged and paid in full with borrowings under the New Revolving Facility.

• The lenders have agreed to make revolving loans in an aggregate principal balance of up to $ 215.0 million to Orion OP (a reduction in the lenders’ commitment from $ 350.0 million pursuant to the Original Revolving Facility).

Consistent with the Original Revolving Facility, proceeds from the New Revolving Facility may be used for general corporate purposes and loans under the New Revolving Facility may be prepaid and reborrowed, and unused commitments under the New Revolving Facility may be reduced, at any time, in whole or in part, by Orion OP, without premium or penalty (except for SOFR breakage costs).

• The maturity date of the New Revolving Facility is February 18, 2028, subject to Orion OP’s right to further extend the maturity date for two additional option periods of six months each, upon satisfaction of certain conditions.

• The interest rate applicable to the loans under the New Revolving Facility may be determined, at the election of Orion OP, on the basis of Daily Simple SOFR, Term SOFR or a base rate, plus an applicable margin of 2.75 % for SOFR loans and 1.75 % for base rate loans (representing a 50 -basis point reduction in the applicable margins under the Original Revolving Facility and the 10 -basis point SOFR adjustment under the Original Revolving Facility has been eliminated).

To the extent that amounts under the New Revolving Facility remain unused, consistent with the Original Revolving Facility, Orion OP is required to pay a quarterly commitment fee on the unused portion of the New Revolving Facility in an amount equal to 0.25 % of the unused portion of the New Revolving Facility.

• Orion OP and the Company have agreed to grant the lenders first priority mortgages and deeds of trust on a pool of 28 of the Company’s properties and on any additional properties acquired in the future by the Company and approved by the administrative agent (the “Collateral Properties”), and to provide other customary collateral associated with a first lien on commercial office properties.

Collateral Properties may only be released from the applicable lien in connection with a sale of such property to a third party or qualified financing and 100 % of the net cash proceeds must be applied to repay borrowings under the New Revolving Facility.

• Consistent with the Original Revolving Facility, Orion OP’s borrowings are also secured by, among other things, first priority pledges of the equity interest in our subsidiaries that own the Collateral Properties (the “Subsidiary Guarantors”).

• Consistent with the Original Revolving Facility, Orion OP’s borrowings under the New Revolving Facility are guaranteed pursuant to a guaranty by each of the Company, Orion Properties Holdings I LLC and the Subsidiary Guarantors.

ORION PROPERTIES INC.

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December 31, 2025

The Revolving Facility includes customary representations and warranties of the Company and Orion OP, which must be true and correct in all material respects as a condition to future extensions of credit under the Revolving Facility.

The Revolving Facility also includes customary events of default, the occurrence of which, following any applicable grace period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations of Orion OP under the Revolving Facility to be immediately due and payable and foreclose on the collateral securing the Revolving Facility.

• As described further below, Orion OP and the lenders agreed that certain financial covenants must be satisfied by Orion OP.

• Consistent with the Original Revolving Facility, the New Revolving Facility requires that Orion OP comply with various covenants, including covenants restricting, subject to certain exceptions, liens, investments, mergers, asset sales and the payment of certain dividends.

If, on any day, Orion OP has unrestricted cash and cash equivalents in excess of $ 25.0 million (excluding amounts that are then designated for application or use and are subsequently used for such purposes within 30 days), Orion OP will use such excess amount to prepay loans under the New Revolving Facility, without premium or penalty and without any reduction in the lenders’ commitment under the New Revolving Facility.

Consistent with the Original Revolving Facility, the New Revolving Facility includes customary representations and warranties of the Company and Orion OP, which must be true and correct in all material respects as a condition to future extensions of credit under the New Revolving Facility.

The New Revolving Facility also includes customary events of default, the occurrence of which, following any applicable grace period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations of Orion OP under the New Revolving Facility to be immediately due and payable and foreclose on the collateral securing the New Revolving Facility.

The Company entered into interest rate collar agreements on a total notional amount of $ 60.0 million to hedge against interest rate volatility on the Original Revolving Facility.

Under the agreements, the benchmark rate for the Original Revolving Facility floated between no higher than 5.50 % and no lower than 4.20 % on $ 25.0 million, and no higher than 5.50 % and no lower than 4.035 % on $ 35.0 million, effective from November 13, 2023 until May 12, 2025.

Upon the scheduled expiration of the interest rate collar agreements, the Company entered into a new interest rate collar agreement to hedge against interest rate volatility on the Original Revolving Facility and subsequently the New Revolving Facility.

Under the agreement, the benchmark rate for the Original Revolving Facility or subsequently the New Revolving Facility will float between no higher than 4.29 % and no lower than 3.28 % on a total notional amount of $ 75.0 million, effective from May 12, 2025 to May 12, 2026.

As of December 31, 2025, the weighted average effective interest rate of the Original Revolving Facility was 7.01 %.

The New Revolving Facility requires that Orion OP satisfy certain financial covenants.

The Original Revolving Facility has been terminated and replaced by the New Revolving Facility, and therefore the financial covenants under the Original Revolving Facility are no longer relevant or applicable.

The following are the financial covenants applicable to the New Revolving Facility:

• The ratio of total debt to total asset value must be not more than 0.60 to 1.00.

• The ratio of adjusted EBITDA to fixed charges must be not less than 1.50 to 1.00.

• Orion OP’s consolidated tangible net worth must be not less than $ 740.6 million plus 75 % of the net proceeds from any equity offering after the date of the New Revolving Facility.

• Collateral Property Availability must be at least $ 215.0 million.

For this purpose, Collateral Property Availability means 60 % of the aggregate as-is appraised value of all Collateral Properties.

• Collateral Property Debt Yield must be at least 13 %.

As of December 31, 2025, Orion OP was in compliance with the New Revolving Facility financial covenants.

On February 10, 2022, certain indirect subsidiaries of the Company (the “Mortgage Borrowers”) obtained a $ 355.0 million fixed rate mortgage note (the “CMBS Loan”) from Wells Fargo Bank, National Association (together with its successor, the “Lender”), which is secured by the Mortgage Borrowers’ fee simple or ground lease interests in 19 properties owned indirectly by the Company (collectively, the “Mortgaged Properties”).

During March 2022, Wells Fargo effected a securitization of the CMBS Loan.

The CMBS Loan bears interest at a fixed rate of 4.971 % per annum and matures on February 11, 2027.

The CMBS Loan requires monthly payments of interest only and all principal is due at maturity.

The proceeds of the CMBS Loan were used to repay the Bridge Facility.

Upon closing of the CMBS Loan, the Mortgage Borrowers funded $ 35.5 million of loan reserves primarily for future rent concessions and tenant improvement allowances under the leases with respect to the 19 Mortgaged Properties.

These amounts, as well as the transaction expenses incurred in connection with the CMBS Loan, were funded with cash on hand and borrowings under the Company’s Revolving Facility.

During the year ended December 31, 2024, the Mortgage Borrowers funded an additional $ 9.4 million of loan reserves for future rent concessions and tenant improvement allowances agreed to as part of the extension of one of the leases in the CMBS collateral pool.

The CMBS Loan bears interest at a fixed rate of 4.971 % and upon issuance was scheduled to mature on February 11, 2027.

The CMBS Loan requires monthly payments of interest only and, except as described below under “Loan Extension and Modification Agreement”, all principal is due at maturity.

The CMBS Loan is secured by, among other things, first priority mortgages and deeds of trust granted by the Mortgage Borrowers and encumbering the Mortgaged Properties.

The CMBS Loan is generally not freely prepayable by the Mortgage Borrowers without payment of certain prepayment premiums and costs.

The CMBS Loan may be prepaid in whole, but not in part, except as provided in the loan agreement governing the CMBS Loan (the “CMBS Loan Agreement”), at any time, subject to the payment of a yield maintenance premium and the satisfaction of other terms and conditions set forth in the CMBS Loan Agreement.

Further, releases of individual properties are permitted in connection with an arm’s length third party sale upon repayment of the Release Price (as defined in the CMBS Loan Agreement) for the applicable individual property and subject to payment of the applicable yield maintenance premium and the satisfaction of other terms and conditions set forth in the CMBS Loan Agreement.

The CMBS Loan may be prepaid in full without premium or penalty beginning in May 2026 (nine months prior to maturity).

The CMBS Loan Agreement also contains customary cash management provisions, including certain trigger events (such as failure of the Mortgage Borrowers to satisfy a minimum debt yield of 8.0 %) which allow the Lender to retain any excess cash flow as additional collateral for the Loan, until such trigger event is cured.

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

The CMBS Loan may be prepaid in whole, but not in part, at any time, upon the satisfaction of certain terms and conditions set forth in the loan agreement governing the CMBS Loan (the “CMBS Loan Agreement”).

Further, releases of individual properties are permitted in connection with an arm’s length third party sale upon repayment of the Release Price (as defined in the CMBS Loan Agreement) for the applicable individual property and subject to the satisfaction of other terms and conditions set forth in the CMBS Loan Agreement.

Pursuant to the Loan Modification Agreement described below, the lender is entitled to 100% of the net proceeds of any sale to prepay the outstanding principal balance of the CMBS Loan.

In connection with the CMBS Loan Agreement, the Company (as the guarantor) delivered a customary non-recourse carveout guaranty to the Lender (the “Guaranty”), under which the Company guaranteed the obligations and liabilities of the Mortgage Borrowers to the Lender with respect to certain non-recourse carveout events and the circumstances under which the CMBS Loan will be fully recourse to the Mortgage Borrowers, and which includes requirements for the Company to maintain a net worth of no less than $ 355.0 million and liquid assets of no less than $ 10.0 million, in each case, exclusive of the values of the collateral for the CMBS Loan.

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The CMBS Loan Agreement also includes customary events of default, the occurrence of which, following any applicable grace period, would permit the Lender to, among other things, declare the principal, accrued interest and other obligations of the Mortgage Borrowers to be immediately due and payable and foreclose on the Mortgaged Properties.

San Ramon Loan

Loan Extension and Modification Agreement

On February 17, 2026, the Company, through certain of its subsidiaries (the “Mortgage Borrowers”), entered into a loan extension and modification agreement with the lender under the CMBS Loan (“Loan Modification Agreement”).

The Loan Modification Agreement includes the following terms and conditions, among others:

• The maturity date of the CMBS Loan has been extended two years until February 11, 2029, subject to two borrower extension options, with the first giving the Mortgage Borrowers the right to further extend the maturity date for an additional one year until February 11, 2030, and the second giving the Mortgage Borrowers the right to further extend the maturity date for an additional six months , until August 11, 2030, each upon satisfaction of certain conditions, including prepayment of the outstanding principal balance of the CMBS Loan by $ 2.5 million for the initial one-year additional extension and $ 10.0 million for the six-month additional extension.

• The fixed annual interest rate on the CMBS Loan of 4.971 % is unchanged during all extension terms.

• Upon closing of the Loan Modification Agreement, the Mortgage Borrowers made a $ 2.05 million partial prepayment of the CMBS Loan.

• A new all-purpose reserve was established by the lender into which all existing tenant improvement, leasing commission and other borrower reserve amounts were funded (a total of $ 37.7 million on the loan modification date) and the Mortgage Borrowers deposited an additional $ 7.74 million into the all-purpose reserve which was funded from borrowings under the Original Revolving Facility and such borrowings were refinanced with borrowings under the New Revolving Facility.

• The all-purpose reserve will be used to pay leasing costs and capital expenditures associated with the 19 properties that serve as collateral for the CMBS Loan, as well as to pay any property operating expenses not otherwise fully covered by revenues from the 19 properties.

• The Mortgage Borrowers have agreed that until maturity, the lender will sweep all monthly excess cash flows from the 19 properties, after payment of interest and property operating expenses.

During the initial two -year extension period, the lender will apply one-half of such excess funds to prepay the outstanding principal balance of the CMBS Loan, and the other half to fund the all-purpose reserve.

During any additional extension period, the lender will apply 75 % of such excess funds to prepay the outstanding principal balance of the CMBS Loan, and the remaining 25 % of such excess funds to fund the all-purpose reserve.

The all-purpose reserve is subject to a cap of $ 15.0 million during the one-year additional extension period and $ 5.0 million during the six-month additional extension period.

If the reserve cap has been reached, all additional or excess amounts will be utilized to prepay the outstanding principal balance of the CMBS Loan.

ORION PROPERTIES INC.

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December 31, 2025

by the fee simple interest in the San Ramon, California property acquired in September 2024 (the “San Ramon Property”).

The San Ramon Loan bears interest at a fixed rate of 5.90 % per annum and matures on December 1, 2031.

• The Company agreed to certain additional obligations that are recourse to the Company pursuant to the non-recourse carveout Guaranty described above.

San Ramon Loan

On November 7, 2024, an indirect subsidiary of the Company (the “San Ramon Borrower”) obtained an $ 18.0 million fixed rate mortgage note (the “San Ramon Loan”) from RGA Americas Investments LLC (the “San Ramon Lender”) secured by the fee simple interest in the San Ramon, California property acquired in September 2024 (the “San Ramon Property”).

The San Ramon Loan bears interest at a fixed rate of 5.90 % and matures on December 1, 2031.

The San Ramon Loan requires monthly payments of interest only and all principal is due at maturity and is generally not freely prepayable by the San Ramon Borrower until December 2026, and thereafter without payment of certain prepayment premiums and costs.

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(1) Net carrying value is real estate assets, including right-of-use assets, net of real estate liabilities.

(2) During February 2026, the Company entered into an amendment to the CMBS Loan which among other things extended the maturity date two years until February 11, 2029, subject to two borrower extension options for an aggregate of 18 months until August 11, 2030.

The table above does not include non-recourse mortgage notes associated with the Arch Street Joint Venture of $ 128.8 million, of which the Company’s proportionate share was $ 25.8 million, as of December 31, 2025.

1 unchanged sentence

Cash Flow Hedges of Interest Rate Risk

As of December 31, 2024 and 2023, the Company had outstanding derivative agreements with aggregate notional amounts of $ 60.0 million, which were designated as cash flow hedges under U.S.

The interest rate derivative agreements comprise interest rate collar agreements entered into in order to hedge interest rate volatility with respect to the Company’s borrowings under the Revolving Facility.

The Company was previously party to derivative agreements with an aggregate notional amount of $ 175.0 million, which were also designated as cash flow hedges under U.S.

The interest rate derivative agreements, which expired on November 12, 2023, comprised interest rate swap agreements which effectively fixed the interest rate on the Company’s borrowings under the Revolving Facility (or, until June 29, 2023, the Term Loan Facility) until November 12, 2023.

The table below presents the fair value of the Company’s derivative financial instruments designated as a cash flow hedges as well as its classification in the accompanying consolidated balance sheets as of the periods indicated below (in thousands):

Derivatives Designated as Hedging Instruments Balance Sheet Location December 31, 2024 December 31, 2023

Interest rate collars Other liabilities, net $ ( 15 ) $ ( 264 )

During the years ended December 31, 2024, 2023 and 2022, the Company recorded net unrealized gains of $ 0.2 million, $ 0.1 million and $ 7.8 million, respectively, for changes in the fair value of its cash flow hedges in accumulated other comprehensive income (loss).

As of December 31, 2025 and 2024, the Company had outstanding derivative agreements with aggregate notional amounts of $ 75.0 million and $ 60.0 million, respectively, which were designated as cash flow hedges under U.S.

ORION PROPERTIES INC.

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December 31, 2025

During the years ended December 31, 2023 and 2022, the Company reclassified previous net gains of $ 6.7 million and $ 1.8 million, respectively, from accumulated other comprehensive (loss) income into interest expense as a result of the hedged transactions impacting earnings.

The table below presents the fair value of the Company’s derivative financial instruments designated as a cash flow hedges as well as their classification in the accompanying consolidated balance sheets as of the dates indicated below (in thousands):

Derivatives Designated as Hedging Instruments Balance Sheet Location December 31, 2025 December 31, 2024

Interest rate collars Other liabilities, net $ ( 5 ) $ ( 15 )

During the years ended December 31, 2025, 2024 and 2023, the Company recorded net unrealized gains of less than $ 0.1 million, $ 0.2 million and $ 0.1 million, respectively, for changes in the fair value of its cash flow hedges in accumulated other comprehensive loss.

During the years ended December 31, 2025 and 2023, the Company reclassified previous net gains of less than $ 0.1 million and $ 6.7 million from accumulated other comprehensive income (loss) into interest expense, net as a result of the hedged transactions impacting earnings.

No such amounts were reclassified from accumulated other comprehensive loss into interest expense during the year ended December 31, 2024.

During the next twelve months, the Company estimates that $ 0.1 million will be reclassified from other comprehensive income as an increase to interest expense.

During the next twelve months, the Company estimates that there will be no amounts reclassified from accumulated other comprehensive loss as an increase to interest expense, net.

Derivatives Not Designated as Hedging Instruments

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Tabular Disclosure of Offsetting Derivatives

The table below details a gross presentation, the effects of offsetting and a net presentation of the Company’s derivatives as of the periods indicated below (in thousands).

The table below details a gross presentation, the effects of offsetting and a net presentation of the Company’s derivatives as of the dates indicated below (in thousands).

The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value.

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Supplemental disclosures:

Cash paid for interest

Cash paid for interest, net (1)

$ 27,891 $ 28,955 $ 25,283

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Establishment of right-of-use assets and lease liabilities $ — $ — $ 1,232

$ — $ 1,232 $ 1,193

Distributions declared and unpaid $ 1,208 $ 5,633 $ 5,578

$ 5,633 $ 5,578 $ 5,664

Land acquired upon finance lease termination $ — $ 3,470 $ —

Origination of seller financed notes receivable $ — $ — $ 3,700

____________________________________

ORION PROPERTIES INC.

1 unchanged sentence

December 31, 2025

(1) Net of capitalized interest of $ 0.5 million for the year ended December 31, 2025.

No interest was capitalized during the years ended December 31, 2024 and 2023.

Note 9 – Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following as of the periods indicated below (in thousands):

Accounts payable and accrued expenses consisted of the following as of the dates indicated below (in thousands):

December 31, 2025 December 31, 2024

Accrued real estate and other taxes $ 11,228 $ 11,794

Accrued operating and other 9,141 8,673

Accrued capital expenditures and leasing costs $ 15,224 $ 8,040

Accrued interest 2,017 2,122

Accrued operating and other 10,650 9,141

Accrued real estate and other taxes 9,686 11,228

Accounts payable 2,807 1,159

Accrued interest 1,852 2,017

Total $ 40,219 $ 31,585

1 unchanged sentence

As part of its ordinary re-leasing activities, the Company has agreed and anticipates that it will continue to agree to provide rent concessions to tenants and incur leasing costs with respect to its properties, including amounts paid directly to tenants to improve their space and/or building systems, or tenant improvement allowances, landlord agreements to perform and pay for certain improvements, and leasing commissions.

These rent concession and leasing cost commitments could be significant and are expected to vary due to factors such as competitive market conditions for leasing of commercial office space and the volume of square footage subject to re-leasing by the Company.

As of December 31, 2024, the Company had the following estimated total outstanding leasing costs commitments (in thousands):

These commitments could be significant and are expected to vary due to factors such as competitive market conditions for leasing of commercial office space and the volume of square footage subject to re-leasing by the Company.

As of December 31, 2025, the Company had the following estimated total outstanding leasing cost commitments (in thousands):

Tenant improvement allowances (2)

1 unchanged sentence

Non-reimbursable landlord work (3)

Leasing commissions 323

Total $ 51,368

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(1) Outstanding commitments do not include rent concessions as such amounts are recorded as a component of straight-line rent receivable, net, in accordance with U.S.

(2) Includes additional allowances of $ 3.6 million provided within the respective lease agreements, which require election by the tenant in exchange for additional rental income through the remaining term of the lease.

(3) Landlord work represents specific improvements agreed to within the lease agreement to be performed by the Company, as landlord, as a new and non-recurring obligation and in order to induce the tenant to enter into a new lease or lease renewal or extension.

3 unchanged sentences

For assets financed on the CMBS Loan, the Company has funded reserves with the lender for tenant improvement allowances and rent concessions.

As of December 31, 2024, total restricted cash of $ 41.5 million was reserved for outstanding leasing costs, including $ 30.1 million for tenant improvement allowances and $ 11.4 million for rent concession commitments, and is included in other assets, net in the accompanying consolidated balance sheets.

From time to time, the Company may be party to various legal proceedings which it believes are routine in nature and incidental to the operation of its business.

The Company does not believe that any such legal proceedings will have a material adverse effect upon its consolidated position or results of operations.

As of December 31, 2025, total cash of $ 38.2 million was reserved for outstanding leasing

ORION PROPERTIES INC.

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December 31, 2025

costs, including $ 25.5 million for tenant improvement allowances and $ 12.7 million for rent concession commitments, and is included in restricted cash in the accompanying consolidated balance sheets.

From time to time, the Company may be party to various legal proceedings which it believes are routine in nature and incidental to the ordinary operation of its business.

As of December 31, 2025, the Company does not believe that any such legal proceedings will have a material adverse effect, individually or in aggregate, upon its consolidated position or results of operations.

Environmental Matters

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Total rental revenue $ 146,827 $ 164,055 $ 194,241

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

The following table presents future minimum base rent payments due to the Company under the terms of its operating lease agreements, excluding expense reimbursements, over the next five years and thereafter as of December 31, 2025 (in thousands).

3 unchanged sentences

Total $ 590,719

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

The Company is the lessee under ground lease arrangements and corporate office leases, which meet the criteria under U.S.

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On November 12, 2021, Realty Income effected the Distribution.

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

Distributions

1 unchanged sentence

Declaration Date Record Date Paid Date Distributions Per Share

February 27, 2024 March 29, 2024 April 15, 2024 $ 0.10

March 4, 2025 March 31, 2025 April 15, 2025 $ 0.02

May 6, 2025 June 30, 2025 July 15, 2025 $ 0.02

1 unchanged sentence

November 5, 2025 December 31, 2025 January 15, 2026 $ 0.02

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Declaration Date Record Date Paid Date Distributions Per Share

March 7, 2023 March 31, 2023 April 17, 2023 $ 0.10

February 27, 2024 March 29, 2024 April 15, 2024 $ 0.10

May 7, 2024 June 28, 2024 July 15, 2024 $ 0.10

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The Arch Street Warrants expire on the earlier of (a) ten years after issuance and (b) if the Arch Street Joint Venture is terminated, the later of the termination of the Arch Street Joint Venture and seven years after issuance.

Share Repurchase Program

On November 1, 2022, the Company’s Board of Directors authorized the repurchase of up to $ 50.0 million of the Company’s outstanding common stock until December 31, 2025, as market conditions warrant (the “Share Repurchase Program”).

Repurchases may be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated stock repurchase transactions, or other methods of acquiring shares in accordance with applicable securities laws and other legal requirements.

The Share Repurchase Program does not obligate the Company to make any repurchases at a specific time or in a specific situation.

Repurchases are subject to prevailing market conditions, the trading price of the Company’s common stock, the Company’s liquidity and anticipated liquidity needs, financial performance and other conditions.

Shares of common stock repurchased by the Company under the Share Repurchase Program, if any, will be returned to the status of authorized but unissued shares of common stock.

ORION PROPERTIES INC.

1 unchanged sentence

December 31, 2025

The Company did not repurchase any shares under the Share Repurchase Program during the years ended December 31, 2024 and 2022.

During the year ended December 31, 2023, the Company repurchased approximately 0.9 million shares of common stock in multiple open market transactions, at a weighted average share price of $ 5.46 for an aggregate purchase price of $ 5.0 million.

As of December 31, 2024, the approximate dollar value of shares that remain available for repurchase under the Share Repurchase Program was $ 45.0 million.

Share Repurchase Program

The Company did not purchase any shares under the Share Repurchase Program during the year ended December 31, 2025, and the Share Repurchase Program expired by its terms on December 31, 2025.

While the Share Repurchase Program was active, the Company repurchased approximately 0.9 million shares of common stock in multiple open market transactions, at a weighted average share price of $ 5.46 for an aggregate purchase price of $ 5.0 million.

Note 13 – Equity-Based Compensation

7 unchanged sentences

Failure to satisfy the market conditions for the TSR-Based RSUs will result in the forfeiture of the units but does not result in a reversal of previously recognized equity-based compensation expense, provided that the requisite service has been rendered.

Forfeiture of Time-Based RSUs or Performance-Based awards due to the failure to meet the service requirements results in the reversal of previously recognized equity-based compensation expense.

Forfeiture of Time-Based RSUs or Performance-Based RSUs due to the failure to meet the service requirements results in the reversal of previously recognized equity-based compensation expense.

The Company adjusts for forfeitures of Time-Based RSUs and Performance-Based RSUs as they occur.

During the years ended December 31, 2024, 2023 and 2022, the Company granted Time-Based RSUs and/or Performance-Based RSUs to non-employee directors and officers and other employees of the Company.

During the years ended December 31, 2025, 2024 and 2023, the Company granted Time-Based RSUs and/or Performance-Based RSUs to officers, other employees and non-employee directors of the Company.

The fair value of the Time-Based RSUs is determined using the closing stock price on the grant date and is expensed over the requisite service period on a straight-line basis.

10 unchanged sentences

Time-Based RSUs Weighted Average Grant Date Fair Value per Share

Unvested units, January 1, 2023 156,947 $ 17.12

Granted 363,745 $ 7.10

Vested ( 75,556 ) $ 16.17

Unvested units, December 31, 2023

12 unchanged sentences

Performance-Based RSUs Weighted Average Grant Date Fair Value per Share

Unvested units, January 1, 2023 212,154 $ 13.65

Granted 509,273 $ 5.83

Unvested units, December 31, 2023

1 unchanged sentence

Granted 1,613,592 $ 2.41

Vested ( 31,080 ) $ 17.77

Forfeited ( 201,625 ) $ 16.33

8 unchanged sentences

GAAP to recognize equity-based compensation expense for awards to its employees who received grants of Realty Income time-based restricted stock units and stock options in connection with the Separation and the Distribution.

Equity-based compensation expense related to such Realty Income equity-based compensation awards was less than $ 0.1 million for the year ended December 31, 2024, and was $ 0.2 million and $ 0.4 million for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2024, there was no remaining unrecognized compensation expense related to Realty Income time-based restricted stock units and stock options.

As of December 31, 2025, there was no remaining unrecognized compensation expense related to Realty Income time-based restricted stock units and stock options and no equity-based compensation expense related to these awards during the during the year ended December 31, 2025.

Equity-based compensation expense related to such Realty Income equity-based compensation awards was less than $ 0.1 million and $ 0.2 million for the years ended December 31, 2024 and 2023, respectively.

ORION PROPERTIES INC.

13 unchanged sentences

____________________________________

(1) There were no adjustments to the weighted average common shares outstanding used in the diluted calculation given that all potentially dilutive shares were antidilutive for the year ended December 31, 2024 and there were no potentially dilutive shares for the years ended December 31, 2023 and 2022.

The following were excluded from diluted net loss per share attributable to common stockholders during the periods indicated below, as the effect would have been antidilutive (in thousands):

8 unchanged sentences

On March 4, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $ 0.02 per share for the first quarter of 2026, payable on April 15, 2026 to stockholders of record as of March 31, 2026.

Arch Street Joint Venture Member Loan

In January 2026, the Company closed on the sale of two properties for an aggregate gross sales price of $ 13.1 million.

During February 2026, the Company acquired one 75,000 square foot property in Northbrook, Illinois for a gross purchase price of $ 15.0 million.

The property is fully leased to a single tenant through December 2036.

Leasing Activity

During January 2026, the Company completed a 3.0 -year lease extension for approximately 160,000 square feet at its property in Buffalo, New York and a new 10.5 -year lease for approximately 23,000 square feet at its property in Phoenix, Arizona.

ORION PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

Debt Obligations

As discussed in Note 6 – Debt, Net above, during February 2026, the Company and Orion OP entered into the New Revolving Facility and the Mortgage Borrowers entered into the Loan Modification Agreement with respect to the CMBS Loan.

ORION PROPERTIES INC.

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

11 unchanged sentences

Telecommunication Services - Salem, OR — 1,722 10,074 676 12,472 ( 5,205 ) 6/22/2011 2000

Financial Institutions - Mount Pleasant, SC — 10,803 25,511 ( 17,582 ) 18,732 — 1/22/2013 2003

Health Care Equipment & Services - St.

15 unchanged sentences

Vacant - Deerfield, IL — 4,093 11,511 ( 13,564 ) 2,040 — 8/27/2013 1984

— 4,093 11,511 ( 13,564 ) 2,040 — 8/27/2013 1984

Vacant - Deerfield, IL — 4,262 11,988 ( 14,125 ) 2,125 — 8/27/2013 1984

— 4,262 11,988 ( 14,125 ) 2,125 — 8/27/2013 1984

Vacant - Deerfield, IL — 4,082 11,484 ( 13,531 ) 2,035 — 8/27/2013 1984

— 4,082 11,484 ( 13,531 ) 2,035 — 8/27/2013 1984

Vacant - Deerfield, IL — 4,089 11,503 ( 13,553 ) 2,039 — 8/27/2013 1984

— 4,089 11,503 ( 13,553 ) 2,039 — 8/27/2013 1984

Vacant - Deerfield, IL — 2,586 7,275 ( 8,572 ) 1,289 — 8/27/2013 1976

— 2,586 7,275 ( 8,572 ) 1,289 — 8/27/2013 1976

Vacant - Deerfield, IL — 3,181 8,947 ( 10,543 ) 1,585 — 8/27/2013 1976

— 3,181 8,947 ( 10,543 ) 1,585 — 8/27/2013 1976

Capital Goods - Cedar Rapids, IA 7,000 1,000 12,981 — 13,981 ( 4,528 ) 10/10/2013 2013

Consumer Durables & Apparel - Providence, RI — 2,550 21,779 — 24,329 ( 6,828 ) 1/31/2014 1985

Health Care Equipment & Services - Providence, RI — 2,550 21,779 — 24,329 ( 7,452 ) 1/31/2014 1985

Materials - East Windsor, NJ 10,391 240 13,446 205 13,891 ( 4,526 ) 4/30/2014 2008

4 unchanged sentences

Government & Public Services - Plattsburgh, NY — 1,136 2,486 158 3,780 ( 363 ) 11/1/2021 2008

Vacant - Warwick, RI — 1,358 3,982 ( 423 ) 4,917 ( 144 ) 11/1/2021 1995

Capital Goods - Longmont, CO — 2,106 12,543 707 15,356 ( 1,646 ) 11/1/2021 1993

Telecommunication Services - Richardson, TX — 1,187 21,037 ( 9,808 ) 12,416 ( 95 ) 11/1/2021 1986

Health Care Equipment & Services - San Antonio, TX — 2,125 15,425 471 18,021 ( 2,004 ) 11/1/2021 2008

ORION PROPERTIES INC.

7 unchanged sentences

December 31, 2025

Land Buildings, Fixtures and Improvements Date Acquired Date of Construction

Health Care Equipment & Services - Waukegan, IL $ — $ 636 $ 4,136 $ 1,681 $ 6,453 $ ( 478 ) 11/1/2021 1980

Health Care Equipment & Services - Fresno, CA — 4,454 17,292 432 22,178 ( 1,655 ) 11/1/2021 1984

Telecommunication Services - Richardson, TX — 1,187 21,037 634 22,858 ( 1,933 ) 11/1/2021 1986

Health Care Equipment & Services - San Antonio, TX — 2,125 15,425 462 18,012 ( 1,515 ) 11/1/2021 2008

Land Buildings, Fixtures and Improvements Adjustments Subsequent to Acquisition (2)

December 31, 2025

Accumulated Depreciation (3) (5)

Date Acquired Date of Construction

Restaurant - Tulsa, OK $ — $ 6,865 $ 34,716 $ 75 $ 41,656 $ ( 4,143 ) 11/1/2021 1995

Vacant - Englewood, CO — 2,291 2,989 ( 1,280 ) 4,000 — 11/1/2021 2011

Consumer Durables & Apparel - Denver, CO — 3,386 19,727 2,137 25,250 ( 2,627 ) 11/1/2021 2001

— 3,386 19,727 1,604 24,717 ( 1,943 ) 11/1/2021 2001

Vacant - Richardson, TX — 2,047 12,733 ( 10,791 ) 3,989 ( 31 ) 11/1/2021 2008

Commercial & Professional Services - Lawrence, KS — 3,576 2,996 862 7,434 ( 504 ) 11/1/2021 1997

Vacant - Lawrence, KS — 3,334 3,449 80 6,863 ( 426 ) 11/1/2021 2003

Materials - The Woodlands, TX — 5,772 14,236 3,746 23,754 ( 2,313 ) 11/1/2021 2009

Consumer Durables & Apparel - Englewood, CO 20,537 3,354 14,714 543 18,611 ( 1,508 ) 11/1/2021 2009

Vacant - Malvern, PA — 3,853 25,296 793 29,942 ( 2,455 ) 11/1/2021 1999

Vacant - Englewood, CO 20,537 3,354 14,714 553 18,621 ( 1,997 ) 11/1/2021 2009

Media & Entertainment - Milwaukee, WI — 2,727 18,083 77 20,887 ( 2,171 ) 11/1/2021 2001

Telecommunication Services - Nashville, TN 9,291 2,588 9,587 1,273 13,448 ( 1,391 ) 11/1/2021 2002

Retailing - The Woodlands, TX — 2,550 17,481 1,429 21,460 ( 1,734 ) 11/1/2021 2014

Commercial & Professional Services - The Woodlands, TX — 2,550 17,481 1,892 21,923 ( 2,317 ) 11/1/2021 2014

Retailing - Santee, CA — — 9,859 1,551 11,410 ( 1,427 ) 11/1/2021 2003

1 unchanged sentence

Vacant - Irving, TX — 9,267 19,853 1,168 30,288 ( 2,598 ) 11/1/2021 1997

Capital Goods - Tulsa, OK — 1,904 1,238 — 3,142 ( 142 ) 11/1/2021 1982

Vacant - Covington, KY — 4,087 56,991 6,737 67,815 ( 5,590 ) 11/1/2021 2002

Government & Public Services - Covington, KY — 4,087 56,991 7,506 68,584 ( 7,682 ) 11/1/2021 2002

Software & Services - Amherst, NY — 2,997 2,701 1,304 7,002 ( 569 ) 11/1/2021 1986

— 2,997 2,701 — 5,698 ( 378 ) 11/1/2021 1986

Capital Goods - Sterling, VA 29,094 10,515 25,393 — 35,908 ( 3,218 ) 11/1/2021 2011

2 unchanged sentences

Health Care Equipment & Services - Plano, TX — 9,834 35,893 3,476 49,203 ( 4,787 ) 11/1/2021 2009

Capital Goods - Blair, NE — 558 1,210 — 1,768 ( 148 ) 11/1/2021 2009

Vacant - Oklahoma City, OK — 3,393 22,998 ( 17,948 ) 8,443 ( 177 ) 11/1/2021 2009

Software & Services - Lincoln, NE — — 6,587 11,969 18,556 ( 1,064 ) 11/1/2021 2009

Vacant - Buffalo, NY — 4,710 36,740 28 41,478 ( 3,400 ) 11/1/2021 2007

Software & Services - Buffalo, NY — 4,710 36,740 9,686 51,136 ( 4,476 ) 11/1/2021 2007

Insurance - Urbana, MD 23,165 4,028 19,888 — 23,916 ( 2,532 ) 11/1/2021 2011

3 unchanged sentences

Commercial & Professional Services - Parsippany, NJ — 9,537 9,174 15,370 34,081 ( 1,711 ) 11/1/2021 2009

Vacant - Bedford, MA — 22,381 26,029 4 48,414 ( 2,760 ) 11/1/2021 2001

Financial Institutions - Hopewell, NJ 92,663 19,325 57,846 7,664 84,835 ( 7,671 ) 11/1/2021 2001

ORION PROPERTIES INC.

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2024 (in thousands)

Initial Costs (1)

Adjustments Subsequent to Acquisition (2)

December 31, 2024

Accumulated Depreciation (3) (5)

Property Encumbrances at

December 31, 2024

Land Buildings, Fixtures and Improvements Date Acquired Date of Construction

Vacant - Phoenix, AZ 26,099 4,786 21,346 844 26,976 ( 2,919 ) 11/1/2021 2012

Vacant - Amherst, NY — 564 486 — 1,050 ( 91 ) 11/1/2021 1988

— 564 486 — 1,050 ( 69 ) 11/1/2021 1988

Materials - San Ramon, CA 18,000 12,250 25,269 — 37,519 ( 966 ) 9/11/2024 1984

6 unchanged sentences

(5) Depreciation is computed using the straight-line method over the estimated useful lives of up to 35 years for buildings and five to 20 years for building fixtures and improvements.

(6) The buildings and associated accumulated depreciation of the six-property campus in Deerfield, Illinois were written-off during the year ended December 31, 2024.

(7) This property was split during the year ended December 31, 2024 as a result of a pending parcel split and sale agreement on a portion of the land and improvements thereon.

The vacant property under the sale agreement is included in real estate assets held for sale, net in the accompanying balance sheets as of December 31, 2024.

(8) These properties were split during the year ended December 31, 2024 due to a completed parcel split for the land and improvements thereon.

ORION PROPERTIES INC.

26 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures