Orion Properties Inc (ONL)

Orion Properties Inc. Announces First Quarter 2026 ResultsMay 7, 2026 4:10 PM
Business Wire - Completed 355,000 Square Feet of Leasing - - Sold Two Properties for $13.1 Million and Seven Additional Properties Subsequent to Quarter End for $35.6 Million - - Acquired One 75,000 Square Foot Property in Northbrook, Illinois for $15.0 Million - - Declares Dividend for Second Quarter 2026 - Orion Properties Inc. (NYSE: ONL) (“Orion” or the “Company”), a fully-integrated real estate investment trust (“REIT”) which owns a diversified portfolio of single-tenant net lease office properties including dedicated use assets located across the United States, announced today its operating results for the first quarter ended March 31, 2026. Paul McDowell, Orion’s Chief Executive Officer, commented, “We continue to execute on our strategy to stabilize the portfolio through increased leasing activity and the timely disposition of non-core assets in order to drive Core FFO per share growth in 2026 and beyond. To that point, during the quarter we continued to build on the 2.0 million square feet we leased over the past two years, as we completed approximately 355,000 square feet and further reduced the carrying costs of vacant assets through property sales. We also continue to evaluate strategic options with our advisors and board of directors in our ongoing pursuit to maximize value for stockholders.” First Quarter 2026 Financial Overview Total revenues of $36.3 million Net loss attributable to common stockholders of $(13.6) million, or $(0.24) per share Funds from Operations (“FFO”) of $5.8 million, or $0.10 per diluted share Core FFO of $11.7 million, or $0.21 per diluted share EBITDA of $6.9 million, EBITDAre of $13.2 million and Adjusted EBITDA of $17.2 million Net Debt to Annualized Most Recent Quarter Adjusted EBITDA of 6.36x Financial Results During the first quarter of 2026, the Company generated total revenues of $36.3 million, as compared to $38.0 million in the same quarter of 2025. The Company’s net loss attributable to common stockholders was $(13.6) million, or $(0.24) per share, during the first quarter of 2026, as compared to $(9.4) million, or $(0.17) per share in the same quarter of 2025. Core FFO for the first quarter of 2026 was $11.7 million, or $0.21 per diluted share, as compared to $10.7 million, or $0.19 per diluted share in the same quarter of 2025. Leasing Activity During the first quarter of 2026, the Company entered into the following lease transactions (square feet in thousands): Location   Lease Type   Square Feet   Term (Years)   Expected Commencement or Previous Expiration   New Expected Expiration Irving, Texas   New Lease   172   12.0   November 2026   October 2038 Buffalo, New York   Extension   160   3.0   March 2036   March 2039 Phoenix, Arizona   New Lease   23   10.5   March 2026   August 2036 Disposition Activity During the first quarter of 2026, the Company closed on two Non-Operating Property dispositions totaling approximately 516,000 square feet for an aggregate gross sales price of $13.1 million. Subsequent to quarter end, the Company closed on the sale of the 37.4 acre Deerfield, Illinois properties for a gross sales price of $13.1 million, where we completed the demolition of the six buildings in the fourth quarter of 2025, and the 120,000 square foot property in Glen Burnie, Maryland for a gross sales price of $22.5 million. As of May 7, 2026, the Company has agreements in place to sell three additional properties for an aggregate gross sales price of $46.0 million, including an approximately 140,000 square foot traditional office property for a gross sales price of $35.0 million with proceeds expected to be used to paydown outstanding principal on the Company’s CMBS Loan (as defined below), an approximately 35,000 square foot near-term vacant property for a gross sales price of $3.4 million, and the proportionate share of the gross sales price of one Unconsolidated Joint Venture property of $7.7 million with proceeds expected to be used to paydown outstanding principal on the Unconsolidated Joint Venture non-recourse mortgage notes. The Company’s pending sale agreements are subject to a variety of conditions outside of our control, such as the buyer’s satisfactory completion of its due diligence and therefore, it cannot provide any assurance the transactions will close on the agreed upon price or other terms, or at all. Acquisition Activity During February 2026, the Company acquired one 75,000 square foot Dedicated Use Asset in Northbrook, Illinois for $15.0 million. The property is fully leased to a single tenant through December 2036. Real Estate Portfolio As of March 31, 2026, the Company’s real estate portfolio consisted of 59 Operating Properties and six Non-Operating Properties. The six Non-Operating Properties were sold during April 2026. Annualized Base Rent was $115.2 million, with 64.8% of Annualized Base Rent derived from Investment-Grade Tenants and 37.1% derived from properties deemed to be Dedicated Use Assets, or DUAs. The Company’s Occupancy Rate was 83.1% and the Weighted Average Remaining Lease Term was 5.9 years. Balance Sheet and Liquidity As of March 31, 2026, the Company had Principal Outstanding of $497.3 million, comprised of: $352.3 million securitized mortgage loan collateralized by 19 properties (the “CMBS Loan”) $127.0 million under the Company’s credit facility revolver $18.0 million mortgage loan secured by the Company’s San Ramon, California property (the “San Ramon Loan”) On February 18, 2026, the Company entered into a credit agreement for a new credit facility revolver (the “New Credit Facility Revolver”) and the Company’s original credit facility revolver terminated and the indebtedness thereunder was discharged and paid in full with borrowings under the New Credit Facility Revolver. Among other things, the New Credit Facility Revolver extends the maturity date under the original credit facility revolver until February 2028, subject to two six-month borrower extension options until February 18, 2029 if we satisfy certain conditions, reduces the lenders’ commitment to $215.0 million to more closely align with our business plan, provides that our borrowings will be secured with mortgages on a pool of 28 of our properties, reduces the interest rate margin on our borrowings by 50-basis points and eliminates the 10-basis point SOFR adjustment. Also during February 2026, the Company entered into an amendment to the CMBS Loan which, among other things extends the maturity date two years until February 11, 2029, subject to two borrower extension options for a total of 18 months if certain conditions have been satisfied and authorizes the lender to sweep all monthly excess cash flows from the 19 properties, after payment of interest and property operating expenses, until maturity, and to apply such excess cash flows to a combination of prepaying the outstanding principal balance of the CMBS Loan and funding an all-purpose reserve. The fixed annual interest rate on the CMBS Loan of 4.971% is unchanged during the extension terms. As of March 31, 2026, the Company had $148.5 million of liquidity, comprising $60.5 million of cash and cash equivalents and restricted cash as well as $88.0 million of available capacity on the New Credit Facility Revolver. Dividend On May 5, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.02 per share for the second quarter of 2026, payable on July 15, 2026, to stockholders of record as of June 30, 2026. Strategic Option Review Process On January 26, 2026, the Company announced a review of strategic options, which process is continuing. The strategic options may include, among other things, the consideration of potential acquisition and merger targets, the potential sale of the Company, and continuing to operate as an independent publicly traded entity. There can be no assurance that the strategic options review process will result in Orion pursuing any particular transaction or other strategic outcome. The Company has not set a timetable for completion of this process. 2026 Outlook The Company is reaffirming the following guidance estimates for fiscal year 2026.     Low   High Core FFO per share   $0.69   $0.76 Net Debt to Adjusted EBITDA   6.5x   7.3x General and Administrative Expense   $19.8 million   $20.8 million The Company’s guidance is based on current plans and assumptions and subject to the risks and uncertainties more fully described in the Company’s filings with the SEC. The Company reminds investors that its guidance estimates include assumptions with regard to its shift in portfolio concentration towards more dedicated use assets, rent receipts and property operating expense reimbursements, the amount and timing of acquisitions, dispositions, leasing transactions, capital expenditures, interest rate fluctuations and expected borrowings, the cost of the Company’s ongoing strategic review process and other factors. These assumptions are uncertain and difficult to accurately predict and actual results may differ materially from our estimates. See “Forward-Looking Statements” below. Webcast and Conference Call Information Orion will host a webcast and conference call to review its results at 10:00 a.m. ET on Friday, May 8, 2026. The webcast and call will be hosted by Paul McDowell, Chief Executive Officer and President, and Gavin Brandon, Chief Financial Officer, Executive Vice President and Treasurer. To participate, the webcast can be accessed live by visiting the “Investors” section of Orion’s website at onlreit.com/investors. To join the conference call, callers from the United States and Canada should dial 1-844-539-3703, and international callers should dial 1-412-652-1273, ten minutes prior to the scheduled call time. Replay Information A replay of the webcast may be accessed by visiting the “Investors” section of Orion’s website at onlreit.com/investors. The conference call replay will be available after 1:00 p.m. ET on Friday, May 8, 2026 through 11:59 p.m. ET on Friday, May 22, 2026. To access the replay, callers may dial 1-844-512-2921 (domestic) or 1-412-317-6671 (international) and use passcode, 13759241. Non-GAAP Financial Measures To supplement the presentation of the Company’s financial results prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), this press release and the accompanying supplemental information as of and for the quarter ended March 31, 2026 (the “Supplemental Information Package”) contain certain financial measures that are not prepared in accordance with GAAP, including FFO, Core FFO, Funds Available for Distribution (“FAD”), Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (“EBITDAre”), and Adjusted EBITDA. Please see the attachments to this press release for how the Company defines these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP measure. About Orion Properties Inc. Orion Properties Inc. is an internally-managed real estate investment trust engaged in the ownership, acquisition and management of a diversified portfolio of office properties located in high-quality suburban markets across the United States and leased primarily on a single-tenant net lease basis to creditworthy tenants. 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. 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. The Company was founded on July 1, 2021, spun-off from Realty Income (NYSE: O) on November 12, 2021 and began trading on the New York Stock Exchange on November 15, 2021. The Company is headquartered in Phoenix, Arizona and has an office in New York, New York. For additional information on the Company and its properties, please visit onlreit.com. About the Data This data and other information described herein are as of and for the three months ended March 31, 2026, unless otherwise indicated. Future performance may not be consistent with past performance and is subject to change and inherent risks and uncertainties. This information should be read in conjunction with the consolidated financial statements and the Management's Discussion and Analysis of Financial Condition and Results of Operations sections contained in Orion Properties Inc.'s (the "Company," "Orion," "us," "our" and "we") Quarterly Report on Form 10-Q for the period ended March 31, 2026 and Annual Report on Form 10-K for the year ended December 31, 2025. Unconsolidated Joint Venture The Company owns a 20% equity interest in one Unconsolidated Joint Venture which, as of March 31, 2026, owned a portfolio of six properties with an aggregate of 1.0 million leasable square feet located in six states. All assets in the joint venture portfolio are performing and the portfolio has an Occupancy Rate of 100.0% with a Weighted Average Remaining Lease Term of 6.1 years as of March 31, 2026. The Company has also made a member loan to the Unconsolidated Joint Venture (the “Member Loan”) with an outstanding principal balance of $5.5 million as of March 31, 2026. As previously disclosed, the non-recourse mortgage notes associated with the Unconsolidated Joint Venture, which had an outstanding principal balance of $128.2 million as of May 7, 2026, experienced a payment default at maturity in February 2026. The lenders’ agent under the loan has issued a default notice and has informed the joint venture that it intends to seek to compel a sale of the properties in the joint venture in order to repay the loan. As a result of the ongoing default, the lenders have various rights and remedies that are customary in a non-recourse mortgage financing, such as to implement an excess cash flow sweep, collect default interest, institute a proceeding for foreclosure and apply for the appointment of a receiver. The joint venture remains in discussions with the lenders about next steps which may include a 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 Unconsolidated Joint Venture will be able to extend or refinance this debt obligation or that the lenders will not seek to enforce their remedies due to the ongoing payment default. Due to uncertainties with regard to the recovery of its investments in the Unconsolidated Joint Venture, the Company reduced the carrying value of its investment in the Unconsolidated Joint Venture to zero as of December 31, 2025, and has recorded a loan loss reserve for the entire outstanding principal balance of its Member Loan. The Company accounts for its investment in the Unconsolidated Joint Venture under the equity method of accounting and during the year ended December 31, 2025, its share of losses exceeded the carrying amount of its investment. Accordingly, the Company has suspended recognition of its share of additional losses and will resume recognizing its share of earnings only after the Unconsolidated Joint Venture generates net income that exceeds the previously recognized losses. The Company has not recognized any further losses in excess of its investment and no contingent liabilities have been recorded related to the Unconsolidated Joint Venture as of and for the quarter ended March 31, 2026. Additionally, beginning January 1, 2026, the Company is recording management fees from the Unconsolidated Joint Venture and interest income on the Member Loan on a cash basis rather than an accrual basis. Historically, the Company has included its proportionate share of the Unconsolidated Joint Venture's financial statement line items and operating metrics in its non-GAAP financial results and other operating metrics. This includes, among other line items and metrics, the Company’s proportionate share of Annualized Base Rent, Occupied Square Feet, Rentable Square Feet and Weighted Average Remaining Lease Term from the six Unconsolidated Joint Venture properties, and Gross Real Estate Investments, outstanding principal balance under debt obligations, cash and cash equivalents, and restricted cash from the Unconsolidated Joint Venture’s balance sheet. As a result of the factors described above, including the suspension of equity method accounting on the Unconsolidated Joint Venture, the full loan loss reserve recorded against its Member Loan and the recording of fees and interest income on a cash basis, beginning January 1, 2026, the Company will no longer include the proportionate share of the Unconsolidated Joint Venture’s financial statement line items and operating metrics in its non-GAAP financial results and other operating metrics. Definitions Annualized Base Rent ("ABR") is the monthly aggregate cash amount charged to tenants under our leases (including monthly base rent receivables and certain fixed contractually obligated reimbursements by our tenants), as of the final date of the applicable period, multiplied by 12. Annualized Base Rent is not indicative of future performance. Average Capitalization Rate represents annualized average estimated Cash NOI of the property over the tenant's lease term, excluding any rent concession periods credited at the date of purchase or sale, divided by gross purchase or sale price, except that for certain triple and double net lease properties, the Average Capitalization Rate represents annualized average estimated cash rental revenue of the property over the tenant’s lease term divided by gross purchase or sale price. Cash Capitalization Rate represents next 12 full months estimated Cash NOI of the property, excluding any rent concession periods credited at the date of purchase or sale, divided by gross purchase or sale price, except that for certain triple and double net lease properties, the Cash Capitalization Rate represents next 12 full months estimated cash rental revenue of the property divided by gross purchase or sale price. CPI refers to a lease in which base rent is adjusted based on changes in a consumer price index. Credit Rating of a tenant refers to the Standard & Poor's or Moody's credit rating and such rating also may reflect the rating assigned by Standard & Poor's or Moody's to the lease guarantor or the parent company as applicable. Dedicated Use Asset is a property that includes a substantial specialized use component such as government, medical, laboratory and research and development, and flex operations, and would therefore not be considered a traditional office property. Double Net Lease ("NN") is a lease under which the tenant agrees to pay all operating expenses associated with the property (e.g., real estate taxes, insurance, maintenance), but excludes some or all major repairs (e.g., roof, structure, parking lot, in each case, as further defined in the applicable lease). Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate ("EBITDAre") and Adjusted EBITDA Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts, Inc. ("Nareit"), an industry trade group, has promulgated a supplemental performance measure known as Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate. Nareit defines EBITDAre as net income (loss) computed in accordance with GAAP, adjusted for interest expense, income tax expense (benefit), depreciation and amortization, impairment write-downs on real estate and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, gains or losses from disposition of real estate assets. For periods prior to January 1, 2026, we also adjust for our proportionate share of EBITDAre adjustments related to the Unconsolidated Joint Venture. We calculated EBITDAre in accordance with Nareit's definition described above. In addition to EBITDAre, we use Adjusted EBITDA as a non-GAAP supplemental performance measure to evaluate the operating performance of the Company. Adjusted EBITDA, as defined by the Company, represents EBITDAre, modified to exclude non-routine items such as transaction related expenses. We also exclude certain non-cash items such as impairments of intangible and right of use assets, gains or losses on derivatives, gains or losses on the extinguishment or forgiveness of debt, amortization of intangibles, above-market lease assets and deferred lease incentives, net of amortization of below-market lease liabilities and, for periods prior to January 1, 2026, our proportionate share of Adjusted EBITDA adjustments related to the Unconsolidated Joint Venture. Management believes that excluding these costs from EBITDAre provides investors with supplemental performance information that is consistent with the performance models and analysis used by management, and provides investors a view of the performance of our portfolio over time. Therefore, EBITDAre and Adjusted EBITDA should not be considered as an alternative to net income (loss), as determined under GAAP. The Company uses Adjusted EBITDA as one measure of its operating performance when formulating corporate goals and evaluating the effectiveness of the Company's strategies. EBITDAre and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Enterprise Value equals the sum of the Implied Equity Market Capitalization and Net Debt, in each case, as of an applicable date. Beginning January 1, 2026, the Company has revised its definition and calculation of Net Debt to also add restricted cash. Fixed Charge Coverage Ratio is (a) Adjusted EBITDA divided by (b) the sum of (i) Interest Expense, excluding non-cash amortization and (ii) secured debt principal amortization on Adjusted Principal Outstanding. Management believes that Fixed Charge Coverage Ratio is a useful supplemental measure of our ability to satisfy fixed financing obligations. Fixed Dollar or Percent Increase refers to a lease that requires contractual rent increases during the term of the lease agreement. A Fixed Dollar or Percent Increase lease may include a period of free rent at the beginning or end of the lease. Flat refers to a lease that requires equal rent payments, with no contractual increases, throughout the term of the lease agreement. A Flat lease may include a period of free rent at the beginning or end of the lease. Funds Available for Distribution ("FAD") Funds available for distribution, as defined by the Company, represents Core FFO, as defined below, modified to exclude capital expenditures and leasing costs, as well as certain non-cash items such as amortization of above market leases, net of amortization of below market lease liabilities, straight-line rental revenue, and, for periods prior to January 1, 2026, our proportionate share of FAD adjustments related to the Unconsolidated Joint Venture and amortization of the Unconsolidated Joint Venture basis difference. Management believes that adjusting these items from Core FFO provides investors with supplemental performance information that is consistent with the performance models and analysis used by management and provides useful information regarding the Company's ability to fund its dividend. However, not all REITs calculate FAD and those that do may not calculate FAD the same way, so comparisons with other REITs may not be meaningful. FAD should not be considered as an alternative to net income (loss) or cash flow provided by (used in) operating activities as determined under GAAP. Nareit Funds from Operations ("Nareit FFO" or "FFO") and Core Funds from Operations ("Core FFO") Due to certain unique operating characteristics of real estate companies, as discussed below, Nareit has promulgated a supplemental performance measure known as FFO, which we believe to be an appropriate supplemental performance measure to reflect the operating performance of the Company. FFO is not equivalent to our net income (loss) as determined under GAAP. Nareit defines FFO as net income (loss) computed in accordance with GAAP adjusted for gains or losses from disposition of real estate assets, depreciation and amortization of real estate assets, impairment write-downs on real estate and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. For periods prior to January 1, 2026, we also adjust for our proportionate share of FFO adjustments related to the Unconsolidated Joint Venture. We calculate FFO in accordance with Nareit's definition described above. In addition to FFO, we use Core FFO as a non-GAAP supplemental financial performance measure to evaluate the operating performance of the Company. Core FFO, as defined by the Company, excludes from FFO items that we believe do not reflect the ongoing operating performance of our business such as transaction related expenses, amortization of deferred financing costs, amortization of deferred lease incentives, net, equity-based compensation, amortization of premiums and discounts on debt, net and gains or losses on extinguishment of swaps and/or debt, and, for periods prior to January 1, 2026, our proportionate share of Core FFO adjustments related to the Unconsolidated Joint Venture. We believe that FFO and Core FFO allow for a comparison of the performance of our operations with other publicly-traded REITs, as FFO and Core FFO, or a substantially similar measure, are routinely reported by publicly-traded REITs, each adjust for items that we believe do not reflect the ongoing operating performance of our business and we believe are often used by analysts and investors for comparison purposes. For all of these reasons, we believe FFO and Core FFO, in addition to net income (loss), as determined under GAAP, are helpful supplemental performance measures and useful in understanding the various ways in which our management evaluates the performance of the Company over time. However, not all REITs calculate FFO and Core FFO the same way, so comparisons with other REITs may not be meaningful. FFO and Core FFO should not be considered as alternatives to net income (loss) and are not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs. Neither the SEC, Nareit, nor any other regulatory body has evaluated the acceptability of the exclusions used to adjust FFO in order to calculate Core FFO and its use as a non-GAAP financial performance measure. GAAP is an abbreviation for generally accepted accounting principles in the United States. Gross Lease is a lease under which the landlord is responsible for all expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs). Gross Real Estate Investments represent total gross real estate and related assets of Operating Properties, net of gross intangible lease liabilities and, for periods prior to January 1, 2026, the Company's proportionate share of such amounts related to properties owned by the Unconsolidated Joint Venture. Gross Real Estate Investments should not be considered as an alternative to the Company's real estate investments balance as determined under GAAP or any other GAAP financial measures and should only be considered together with, and as a supplement to, the Company's financial information prepared in accordance with GAAP. GSA CPI refers to a General Services Administration ("GSA") lease that includes a contractually obligated operating cost component of rent which is adjusted annually based on changes in a consumer price index. Implied Equity Market Capitalization equals shares of common stock outstanding as of an applicable date, multiplied by the closing sale price of the Company's stock as reported on the New York Stock Exchange on such date. Industry is derived from the Global Industry Classification Standard ("GICS") Methodology that was developed by Morgan Stanley Capital International ("MSCI") in collaboration with S&P Dow Jones Indices to establish a global, accurate, complete and widely accepted approach to defining industries and classifying securities by industry. Interest Coverage Ratio equals Adjusted EBITDA divided by Interest Expense, excluding non-cash amortization. Management believes that Interest Coverage Ratio is a useful supplemental measure of our ability to service our debt obligations. Interest Expense, excluding non-cash amortization is a non-GAAP measure that represents interest expense incurred on the outstanding principal balance of our debt and, for periods prior to January 1, 2026, the Company's proportionate share of the Unconsolidated Joint Venture's interest expense incurred on its outstanding principal balance. This measure excludes the amortization of deferred financing costs, premiums and discounts, which is included in interest expense in accordance with GAAP. Interest Expense, excluding non-cash amortization should not be considered as an alternative to the Company's interest expense as determined under GAAP or any other GAAP financial measures and should only be considered together with and as a supplement to the Company's financial information prepared in accordance with GAAP. Investment-Grade Tenants are those with a Credit Rating of BBB- or higher from Standard & Poor’s or a Credit Rating of Baa3 or higher from Moody’s. The ratings may reflect those assigned by Standard & Poor’s or Moody’s to the lease guarantor or the parent company, as applicable. Leased Rate equals the sum of Leased Square Feet divided by Rentable Square Feet as of an applicable date. Leased Square Feet is Rentable Square Feet leased for which revenue recognition has commenced in accordance with GAAP and signed leases for vacant space with future commencement dates. Modified Gross Lease is a lease under which the landlord is responsible for most expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs), but passes through some operating expenses to the tenant. Month-to-Month refers to a lease that is outside of the contractual lease expiration, but the tenant has not vacated and continues to pay rent which may also include holdover rent if applicable. Net Debt, Principal Outstanding and Adjusted Principal Outstanding Principal Outstanding is a non-GAAP measure that represents the Company's outstanding principal debt balance, excluding certain GAAP adjustments, such as premiums and discounts, financing and issuance costs, and related accumulated amortization. For periods prior to January 1, 2026, Adjusted Principal Outstanding includes the Company's proportionate share of the Unconsolidated Joint Venture's outstanding principal debt balance. We believe that the presentation of Principal Outstanding and Adjusted Principal Outstanding, which show our contractual debt obligations, provides useful information to investors to assess our overall financial flexibility, capital structure and leverage. Principal Outstanding and Adjusted Principal Outstanding should not be considered as alternatives to the Company's consolidated debt balance as determined under GAAP or any other GAAP financial measures and should only be considered together with, and as a supplement to, the Company's financial information prepared in accordance with GAAP. Net Debt is a non-GAAP measure used to show the Company's Adjusted Principal Outstanding, less all cash and cash equivalents and, for periods prior to January 1, 2026, the Company's proportionate share of the Unconsolidated Joint Venture's cash and cash equivalents. Beginning January 1, 2026, the Company has revised its definition and calculation of Net Debt to also add restricted cash to the amounts that reduce the Company’s Adjusted Principal Outstanding under debt obligations. This change in definition has also been applied retrospectively for comparison purposes and, for periods prior to January 1, 2026, also includes the Company’s proportionate share of restricted cash from the Unconsolidated Joint Venture. We believe that the presentation of Net Debt provides useful information to investors because our management reviews Net Debt as part of its management of our overall liquidity, financial flexibility, capital structure and leverage. Net Debt Leverage Ratio equals Net Debt divided by Gross Real Estate Investments. Beginning in 2026, the Company has revised its definition and calculation of Net Debt to also add restricted cash to the amounts that reduce the Company’s Adjusted Principal Outstanding under debt obligations. This change in definition has also been applied retrospectively for comparison purposes and, for periods prior to January 1, 2026, also includes the Company’s proportionate share of restricted cash from the Unconsolidated Joint Venture. Net Operating Income ("NOI"), Cash NOI, Trailing NOI and Trailing Cash NOI NOI is a non-GAAP performance measure used to evaluate the operating performance of a real estate company. NOI represents total revenues less property operating expenses and excludes fee revenue earned for services to the Unconsolidated Joint Venture, impairment, depreciation and amortization, general and administrative expenses, and transaction related expenses. Cash NOI excludes the impact of certain GAAP adjustments included in rental revenue, such as straight-line rental revenue, amortization of above-market intangible lease assets and below-market lease intangible liabilities, and amortization of deferred lease incentives. For periods prior to January 1, 2026, Cash NOI includes the proportionate share of such amounts from properties owned by the Unconsolidated Joint Venture. Trailing NOI and Trailing Cash NOI represent trailing 12-month NOI and Cash NOI, calculated for the most recent 12-month period as of the applicable date. It is management's view that NOI and Cash NOI provide investors relevant and useful information because it reflects only income and operating expense items that are incurred at the property level and presents them on an unleveraged basis. NOI and Cash NOI should not be considered as an alternative to operating income in accordance with GAAP. Further, NOI and Cash NOI may not be comparable to similarly titled measures of other companies. Non-Operating Properties refers to all properties owned and consolidated by the Company as of the applicable date which have been excluded from Operating Properties due to the properties being vacant and repositioned, redeveloped, developed or held for sale. Occupancy Rate equals the sum of Occupied Square Feet divided by Rentable Square Feet as of an applicable date. Occupied Square Feet is Rentable Square Feet leased for which revenue recognition has commenced in accordance with GAAP. Operating Properties refers to all properties owned and consolidated by the Company as of the applicable date, excluding Non-Operating Properties. Property Operating Expense includes reimbursable and non-reimbursable costs to operate a property, including real estate taxes, utilities, insurance, repairs, maintenance, legal, property management fees, etc. Rentable Square Feet is leasable square feet of Operating Properties. Triple Net Lease ("NNN") is a lease under which the tenant agrees to pay all expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs in accordance with the lease terms). Unconsolidated Joint Venture means the Company's investment in the unconsolidated joint venture with an affiliate of Arch Street Capital Partners, LLC. Weighted Average Remaining Lease Term ("WALT") is the number of years remaining on each respective lease as of the applicable date, weighted based on Annualized Base Rent. Forward-Looking Statements Information set forth herein includes “forward-looking statements” which reflect the Company's expectations and projections regarding future events and plans, future financial condition, results of operations, liquidity and business, including leasing and occupancy, acquisitions, dispositions, rent receipts, expected borrowings and financing costs and the payment of future dividends. Generally, the words "anticipates," "assumes," "believes," "continues," "could," "estimates," "expects," "goals," "intends," "may," "plans," "projects," "seeks," "should," "targets," "will," "guidance," variations of such words and similar expressions identify forward-looking statements. These forward-looking statements are based on information currently available to the Company and involve a number of known and unknown assumptions and risks, uncertainties and other factors, which may be difficult to predict and beyond the Company's control, that could cause actual events and plans or could cause the Company's business, 2026 financial outlook, financial condition, liquidity and results of operations to differ materially from those expressed or implied in the forward-looking statements. These factors include, among other things, those discussed below. Information regarding historical rent collections should not serve as an indicator of future rent collections. We disclaim any obligation to publicly update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as may be required by law. The following are some, but not all, of the assumptions, risks, uncertainties and other factors that could cause the Company’s actual results to differ materially from those presented in the forward-looking statements: the risk of increases in interest rates, including that our borrowing costs may increase and we may be unable to extend or refinance our debt obligations on favorable terms and in a timely manner, or at all; the risk of inflation, including that our operating costs, such as insurance premiums, utilities, real estate taxes, capital expenditures and repair and maintenance costs, may rise; conditions associated with the global market, including an oversupply of office space, tenant credit risk and general economic conditions and geopolitical conditions; our strategic review process is and will continue to be costly and time-consuming and may not result in a transaction, and any transaction that occurs may not increase stockholder value; the risk that recent changes in United States trade policy and the imposition of new tariffs continue to create disruption in macroeconomic conditions and could adversely impact our lenders, tenants and prospective tenants, and cause them to reduce or decline to do business with us or fail to meet their obligations to us; the extent to which changes in workplace practices and office space utilization, including remote and hybrid work arrangements, and changes in government budgetary priorities, will continue and the impact that may have on demand for office space at our properties; our ability to acquire new properties, convert certain vacant properties to multi-tenant use and sell non-core assets on favorable terms and in a timely manner, or at all; risks associated with acquisitions, including the risk that we may not be in a position, or have the opportunity in the future, to make suitable property acquisitions on advantageous terms and/or that such acquisitions will fail to perform as expected; our assumptions concerning tenant utilization and renewal probability of dedicated use assets, and our ability to successfully execute on our strategy to shift our portfolio concentration over time away from traditional office properties, towards more dedicated use assets; our ability to comply with the terms of our credit agreements or to meet the debt obligations on our properties; our ability to access the capital markets to raise additional equity or refinance maturing debt on favorable terms and in a timely manner, or at all, or that the lenders may seek to enforce their remedies due to the existing payment default under the Unconsolidated Joint Venture mortgage notes; changes in the real estate industry and in performance of the financial markets and interest rates and our ability to effectively hedge against interest rate changes; the risk of tenants defaulting on their lease obligations, which is heightened due to our focus on single-tenant properties; our ability to renew leases with existing tenants or re-let vacant space to new tenants on favorable terms and in a timely manner, or at all; the cost of rent concessions, tenant improvement allowances and leasing commissions; the potential for termination of existing leases pursuant to tenant termination rights; the amount, growth and relative inelasticity of our expenses; risks associated with the ownership and development of real property; risks accompanying our investment in and the management of the Unconsolidated Joint Venture, our unconsolidated joint venture, in which we hold a non-controlling ownership interest, including that our joint venture partner may be unable or unwilling to contribute its share of capital requirements and we may be unable to recover our investment in the Unconsolidated Joint Venture; our ability to close pending real estate transactions, which may be subject to conditions that are outside of our control; we may change our dividend policy at any time, and therefore the amount, timing and continued payment of dividends are not assured; our properties may be subject to impairment charges; risks resulting from losses in excess of insured limits or uninsured losses; risks associated with the potential volatility of our common stock; and the risk that we may fail to maintain our income tax qualification as a real estate investment trust. Additional factors that may affect future results are contained in the Company's filings with the SEC, which are available on the SEC’s website at www.sec.gov. The Company disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as required by law. ORION PROPERTIES INC. CONSOLIDATED BALANCE SHEETS (In thousands)       (Unaudited)         March 31, 2026   December 31, 2025 Assets         Real estate investments, at cost:         Land   $ 178,765     $ 176,532   Buildings, fixtures and improvements     983,994       976,676   Total real estate investments, at cost     1,162,759       1,153,208   Less: accumulated depreciation     197,281       195,042   Total real estate investments, net     965,478       958,166   Accounts receivable, net     47,644       35,333   Intangible lease assets, net     81,691       75,947   Cash and cash equivalents     10,274       22,362   Restricted cash     50,259       38,277   Real estate assets held for sale, net     —       12,803   Other assets, net     32,945       27,614   Total assets   $ 1,188,291     $ 1,170,502             Liabilities and Equity         Mortgages payable, net   $ 366,927     $ 371,957   Credit facility revolver     127,000       92,000   Accounts payable and accrued expenses     35,318       40,219   Below-market lease liabilities, net     17,939       18,449   Distributions payable     1,137       1,208   Other liabilities, net     30,180       22,154   Total liabilities     578,501       545,987             Common stock     57       56   Additional paid-in capital     1,151,892       1,151,644   Accumulated other comprehensive loss     —       (5 ) Accumulated deficit     (543,432 )     (528,482 ) Total stockholders' equity     608,517       623,213   Non-controlling interest     1,273       1,302   Total equity     609,790       624,515   Total liabilities and equity   $ 1,188,291     $ 1,170,502   ORION PROPERTIES INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except for per share data) (Unaudited)       Three Months Ended March 31,       2026       2025   Revenues:         Rental   $ 36,134     $ 37,797   Fee income from unconsolidated joint venture     137       204   Total revenues     36,271       38,001   Operating expenses:         Property operating     14,783       16,450   General and administrative     5,140       4,896   Depreciation and amortization     13,159       16,022   Impairments     6,296       1,709   Transaction related     259       64   Total operating expenses     39,637       39,141   Other (expenses) income:         Interest expense, net     (7,250 )     (8,156 ) Loss on extinguishment of debt, net     (244 )     —   Other income     243       253   Other expenses     (3,319 )     —   Recovery of reserve on Member Loan     439       —   Equity in loss of unconsolidated joint venture, net     —       (246 ) Total other (expenses) income, net     (10,131 )     (8,149 ) Loss before taxes     (13,497 )     (9,289 ) Provision for income taxes     (71 )     (66 ) Net loss     (13,568 )     (9,355 ) Net income attributable to non-controlling interest     (10 )     (6 ) Net loss attributable to common stockholders   $ (13,578 )   $ (9,361 )           Weighted average shares outstanding - basic and diluted     56,565       56,043   Basic and diluted net loss per share attributable to common stockholders   $ (0.24 )   $ (0.17 ) ORION PROPERTIES INC. FFO, CORE FFO AND FAD (In thousands, except for per share data) (Unaudited)       Three Months Ended March 31,       2026       2025   Net loss attributable to common stockholders   $ (13,578 )   $ (9,361 ) Adjustments:         Depreciation and amortization of real estate assets     13,125       15,988   Impairment of real estate     6,296       1,709   Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable     —       469   FFO attributable to common stockholders   $ 5,843     $ 8,805   Transaction related     259       64   Amortization of deferred financing costs     845       912   Amortization of deferred lease incentives, net     162       104   Equity-based compensation     770       704   Loss on extinguishment of debt, net     244       —   Other adjustments, net (1)     3,618       50   Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable     —       14   Core FFO attributable to common stockholders   $ 11,741     $ 10,653   Amortization of above and below market leases, net     (312 )     (354 ) Straight-line rental revenue     1,830       (3,631 ) Unconsolidated Joint Venture basis difference amortization     —       114   Capital expenditures and leasing costs     (18,651 )     (8,341 ) Other adjustments, net     123       73   Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable     —       11   FAD attributable to common stockholders   $ (5,269 )   $ (1,475 )           Weighted average shares outstanding - basic     56,565       56,043   Effect of weighted average dilutive securities (2)     698       267   Weighted average shares outstanding - diluted     57,263       56,310             FFO attributable to common stockholders per diluted share   $ 0.10     $ 0.16   Core FFO attributable to common stockholders per diluted share   $ 0.21     $ 0.19   FAD attributable to common stockholders per diluted share   $ (0.09 )   $ (0.03 ) ____________________ (1)   Other adjustments, net during the three months ended March 31, 2026 includes $3.0 million of costs incurred for professional services rendered in connection with the February 2026 amendment to the CMBS Loan and are presented in other expenses on the consolidated statements of operations and $0.7 million of costs incurred in connection with the demolition of the six buildings on the Deerfield, Illinois campus presented in property operating expenses on the consolidated statements of operations, offset by $0.4 million for a partial recovery of the reserve on the Member Loan presented separately on the consolidated statements of operations. The above items have been included as “other adjustments” to Core FFO as they do not reflect the ongoing operating performance of the Company. (2)   Dilutive securities include unvested restricted stock units net of assumed repurchases in accordance with the treasury stock method and exclude performance-based restricted stock units for which the performance thresholds have not been met by the end of the applicable reporting period. Such dilutive securities are not included when calculating net loss per diluted share applicable to the Company for the three months ended March 31, 2026 and 2025, as the effect would be antidilutive. ORION PROPERTIES INC. EBITDA, EBITDAre AND ADJUSTED EBITDA (In thousands) (Unaudited)       Three Months Ended March 31,       2026       2025   Net loss attributable to common stockholders   $ (13,578 )   $ (9,361 ) Adjustments:         Interest expense, net     7,250       8,156   Depreciation and amortization     13,159       16,022   Provision for income taxes     71       66   Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable     —       977   EBITDA   $ 6,902     $ 15,860   Impairment of real estate     6,296       1,709   EBITDAre   $ 13,198     $ 17,569   Transaction related     259       64   Amortization of above and below market leases, net     (312 )     (354 ) Amortization of deferred lease incentives, net     162       104   Loss on extinguishment of debt, net     244       —   Other adjustments, net (1)     3,618       50   Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable     —       (7 ) Adjusted EBITDA   $ 17,169     $ 17,426   ____________________ (1) See discussion of items included in other adjustments, net in note 1 to FFO, Core FFO and FAD. ORION PROPERTIES INC. FINANCIAL AND OPERATIONS STATISTICS AND RATIOS (Dollars in thousands) (Unaudited)       Three Months Ended March 31,       2026       2025   Interest expense - as reported   $ 7,250     $ 8,156   Adjustments:         Amortization of deferred financing costs and other non-cash charges     (845 )     (912 ) Proportionate share of Unconsolidated Joint Venture Interest Expense, excluding non-cash amortization     —       494   Interest Expense, excluding non-cash amortization   $ 6,405     $ 7,738       Three Months Ended March 31, Interest Coverage Ratio     2026     2025 Interest Expense, excluding non-cash amortization (1)   $ 6,405   $ 7,738 Adjusted EBITDA (2)     17,169     17,426 Interest Coverage Ratio   2.68x   2.25x           Fixed Charge Coverage Ratio         Interest Expense, excluding non-cash amortization (1)   $ 6,405   $ 7,738 Proportionate share of Unconsolidated Joint Venture adjustments for secured debt principal amortization     —     142 Total fixed charges     6,405     7,880 Adjusted EBITDA (2)     17,169     17,426 Fixed Charge Coverage Ratio   2.68x   2.21x ____________________ (1)   Refer to the Statement of Operations for interest expense calculated in accordance with GAAP and to the Supplemental Information Package for the required reconciliation to the most directly comparable GAAP financial measure. (2)   Refer to the Statement of Operations for net income calculated in accordance with GAAP and to the EBITDA, EBITDAre and Adjusted EBITDA section above for the required reconciliation to the most directly comparable GAAP financial measure. Net Debt   March 31, 2026   December 31, 2025 Mortgages payable, net   $ 366,927     $ 371,957   Credit facility revolver     127,000       92,000   Total debt - as reported     493,927       463,957   Deferred financing costs, net     3,351       1,043   Principal Outstanding     497,278       465,000   Proportionate share of Unconsolidated Joint Venture Principal Outstanding     —       25,753   Adjusted Principal Outstanding     497,278       490,753   Cash and cash equivalents     (10,274 )     (22,362 ) Restricted cash     (50,259 )     (38,277 ) Proportionate share of Unconsolidated Joint Venture cash and cash equivalents     —       (495 ) Proportionate share of Unconsolidated Joint Venture restricted cash     —       (1,580 ) Net Debt   $ 436,745     $ 428,039   ORION PROPERTIES INC. FINANCIAL AND OPERATIONS STATISTICS AND RATIOS (Dollars in thousands) (Unaudited)       March 31, 2026   December 31, 2025 Total real estate investments, at cost - as reported   $ 1,162,759     $ 1,153,208   Adjustments:         Gross intangible lease assets     261,557       250,204   Gross intangible lease liabilities     (38,660 )     (38,660 ) Non-Operating Properties total real estate investments, at cost     (11,113 )     (11,113 ) Proportionate share of Unconsolidated Joint Venture Gross Real Estate Investments (1)     —       46,094   Gross Real Estate Investments   $ 1,374,543     $ 1,399,733       March 31, 2026   December 31, 2025 Net Debt Ratios         Net Debt (2)   $ 436,745     $ 428,039   Annualized Most Recent Quarter Adjusted EBITDA     68,676       64,476   Net Debt to Annualized Most Recent Quarter Adjusted EBITDA Ratio   6.36x   6.64x           Net Debt (2)   $ 436,745     $ 428,039   Annualized Year-to-Date Adjusted EBITDA (3)     68,676       68,957   Net Debt to Annualized Year-to-Date Adjusted EBITDA Ratio (3)   6.36x   6.21x           Net Debt (2)   $ 436,745     $ 428,039   Gross Real Estate Investments (1) (2)     1,374,543       1,399,733   Net Debt Leverage Ratio     31.8 %     30.6 % ____________________ (1)   Due to the uncertainties with regard to recovery of our Unconsolidated Joint Venture investment, the Company recorded an other-than-temporary impairment loss on its investment in the Unconsolidated Joint Venture during the three months ended December 31, 2025. Certain components of this impairment are directly attributable to impairment of the real estate assets owned by the Unconsolidated Joint Venture, which are not reflected in the proportionate share of Gross Real Estate Investments as of December 31, 2025 and will be updated retrospectively once the Unconsolidated Joint Venture’s financial statement audit for the year ended December 31, 2025 has been completed. (2)   Refer to the Balance Sheets for total debt and real estate investments, at cost calculated in accordance with GAAP and to the table above for the required reconciliation to the most directly comparable GAAP financial measure. (3)   Year-to-date adjusted EBITDA for December 31, 2025 has not been annualized for the purpose of this calculation.   View source version on businesswire.com: https://www.businesswire.com/news/home/20260507823783/en/ Investor Relations Contact:
Email: investors @westview-0338 Original: Orion Properties Inc. Announces First Quarter 2026 Results

Orion Properties Inc. Announces First Quarter 2026 Earnings Release and Webcast DatesApril 13, 2026 4:10 PM
Business Wire
Orion Properties Inc. (NYSE: ONL) (“Orion” or the “Company”), a fully-integrated real estate investment trust (“REIT”) which owns a diversified portfolio of single-tenant net lease office properties including Dedicated Use Assets located across the United States, announced today that it will release its operating results for the first quarter 2026 after market close on Thursday, May 7, 2026.


Webcast and Conference Call Information

Orion will host a webcast and conference call to review its results at 10:00 a.m. ET on Friday, May 8, 2026. The webcast and call will be hosted by Paul McDowell, Chief Executive Officer and President, and Gavin Brandon, Chief Financial Officer, Executive Vice President and Treasurer. To participate, the webcast can be accessed live by visiting the “Investors” section of Orion’s website at onlreit.com/investors. To join the conference call, callers from the United States and Canada should dial 1-844-539-3703, and international callers should dial 1-412-652-1273, ten minutes prior to the scheduled call time.


Replay Information

A replay of the webcast may be accessed by visiting the “Investors” section of Orion’s website at onlreit.com/investors. The conference call replay will be available after 1:00 p.m. ET on Friday, May 8, 2026 through 11:59 p.m. ET on Friday, May 22, 2026. To access the replay, callers may dial 1-844-512-2921 (domestic) or 1-412-317-6671 (international) and use passcode, 13759241.


About Orion Properties Inc.

Orion Properties Inc. is an internally-managed real estate investment trust engaged in the ownership, acquisition and management of a diversified portfolio of office properties located in high-quality suburban markets across the United States and leased primarily on a single-tenant net lease basis to creditworthy tenants. 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. 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. The Company was founded on July 1, 2021, spun-off from Realty Income (NYSE: O) on November 12, 2021 and began trading on the New York Stock Exchange on November 15, 2021. The Company is headquartered in Phoenix, Arizona and has an office in New York, New York. For additional information on the Company and its properties, please visit onlreit.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260413030912/en/
Investor Relations Contact:

Email: investors@onlreit.com

Phone: 602-675-0338


Original: Orion Properties Inc. Announces First Quarter 2026 Earnings Release and Webcast Dates

Orion Properties Inc. Announces Fourth Quarter and Full Year 2025 ResultsMarch 5, 2026 4:15 PM
Business Wire
- Completed 924,000 Square Feet of Leasing in 2025, Including 62,000 Square Feet in the Fourth Quarter, and an Additional 183,000 Square Feet Subsequent to Year End -

- Sold 10 Properties for $80.7 Million in 2025, Including Three Properties in the Fourth Quarter for $32.0 Million, and an Additional Two Properties Subsequent to Year End for $13.1 Million -

- Acquired One Dedicated Use Asset Subsequent to Year End for $15.0 Million -

- Extended and Restructured Credit Facility Revolver and CMBS Loan -

- Declares Dividend for First Quarter 2026 -


Orion Properties Inc. (NYSE: ONL) (“Orion” or the “Company”), a fully-integrated real estate investment trust (“REIT”) which owns a diversified portfolio of single-tenant net lease office properties including dedicated use assets located across the United States, announced today its operating results for the fourth quarter and full year ended December 31, 2025.


Paul McDowell, Orion’s Chief Executive Officer, commented, “2025 was a year of meaningful execution for Orion, as we advanced our leasing strategy, accelerated portfolio transformation through non-core asset dispositions, and improved the durability of our cash flows. We completed more than 900,000 square feet of leasing during the year, drove meaningful improvements in occupancy and lease term, and enter 2026 with a solid leasing pipeline and a newly acquired Dedicated Use Asset located in Northbrook, Illinois. As we continue to execute our business plan and evaluate strategic alternatives, we believe Orion is increasingly well positioned to deliver more stable earnings and long-term value for stockholders.”


Fourth Quarter 2025 Financial Overview



Total revenues of $35.2 million



Net loss attributable to common stockholders of $(35.8) million, or $(0.64) per share



Funds from Operations (“FFO”) of $0.1 million, or $0.00 per diluted share



Core FFO of $10.6 million, or $0.19 per diluted share



EBITDA of $(14.2) million, EBITDAre of $8.2 million and Adjusted EBITDA of $16.1 million



Net Debt to Annualized Most Recent Quarter Adjusted EBITDA of 7.26x



Full Year 2025 Financial Overview



Total revenues of $147.6 million



Net loss attributable to common stockholders of $(139.3) million, or $(2.48) per share



FFO of $24.3 million, or $0.43 per diluted share



Core FFO of $43.7 million, or $0.78 per diluted share



EBITDA of $(44.8) million, EBITDAre of $58.3 million and Adjusted EBITDA of $69.0 million



Net Debt to Full Year Adjusted EBITDA of 6.79x



Financial Results

During the fourth quarter of 2025, the Company generated total revenues of $35.2 million, as compared to $38.4 million in the same quarter of 2024. The Company’s net loss attributable to common stockholders was $(35.8) million, or $(0.64) per share, during the fourth quarter of 2025, as compared to $(32.8) million, or $(0.59) per share in the same quarter of 2024. Core FFO for the fourth quarter of 2025 was $10.6 million, or $0.19 per diluted share, as compared to $10.2 million, or $0.18 per diluted share in the same quarter of 2024.


During the full year of 2025, the Company generated total revenues of $147.6 million, as compared to $164.9 million in 2024. The Company’s net loss attributable to common stockholders was $(139.3) million, or $(2.48) per share, during the full year of 2025, as compared to $(103.0) million, or $(1.84) per share in 2024. Core FFO during the full year of 2025 was $43.7 million, or $0.78 per diluted share, as compared to $56.8 million, or $1.01 per diluted share in 2024.


Leasing Activity

During the fourth quarter of 2025, the Company entered into the following lease transactions (square feet in thousands):




Location







New Lease or Renewal







Square Feet







Term (Years)







Expected Commencement or Previous Expiration







New Expected Expiration








San Antonio, Texas







Renewal







50







1.5







March 2026







September 2027








The Woodlands, Texas







New Lease







7







5.5







December 2025







May 2031








The Woodlands, Texas







Renewal







5







5.0







August 2027







August 2032







For the full year 2025, the Company entered into new leases and lease renewals for 924,000 square feet across 14 properties and a weighted average lease term of 7.5 years. Subsequent to year end, 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.


Disposition Activity

During the fourth quarter of 2025, the Company closed on three property dispositions totaling approximately 327,000 square feet, which included two vacant or near-term vacant traditional office properties and one stabilized traditional office property, for an aggregate gross sales price of $32.0 million. For the full year of 2025, the Company closed on 10 property dispositions totaling approximately 961,000 square feet, which included eight vacant or near-term vacant properties and two stabilized traditional office properties, for an aggregate gross sales price of $80.7 million.


Subsequent to year end, the Company closed on two Non-Operating Property dispositions totaling approximately 516,000 square feet for an aggregate gross sales price of $13.1 million. As of March 5, 2026, the Company has agreements in place to sell additional non-core properties for an aggregate gross sales price of $43.3 million, including the 37.4 acre Deerfield, Illinois properties where we completed the demolition of the six buildings during the fourth quarter of 2025 and our proportionate share of the gross sales price of one Arch Street Joint Venture Operating Property. The Company’s pending sale agreements are subject to a variety of conditions outside of our control, such as the buyer’s satisfactory completion of its due diligence and therefore, it cannot provide any assurance the transactions will close on the agreed upon price or other terms, or at all.


Acquisition Activity

During February 2026, the Company acquired one 75,000 square foot Dedicated Use Asset in Northbrook, Illinois for $15.0 million. The property is fully leased to a single tenant through December 2036.


Real Estate Portfolio

As of December 31, 2025, the Company’s real estate portfolio consisted of 58 Operating Properties and eight Non-Operating Properties, as well as a 20% ownership interest in the Arch Street Joint Venture, comprising six properties. Annualized Base Rent was $111.3 million, with 66.7% of Annualized Base Rent derived from Investment-Grade Tenants and 35.8% derived from properties deemed to be Dedicated Use Assets, or DUAs. The Company’s Occupancy Rate was 78.7%, or 78.2% adjusted for one consolidated Operating Property and our proportionate share of the square footage of one Arch Street Joint Venture Operating Property that are currently under agreements to be sold, and the Weighted Average Remaining Lease Term was 5.7 years.


As of December 31, 2025, the Arch Street Joint Venture properties had an Occupancy Rate of 100%, with 40.2% of Annualized Base Rent derived from Investment-Grade Tenants and a Weighted Average Remaining Lease Term of 6.3 years.


Balance Sheet and Liquidity

As of December 31, 2025, the Company had Adjusted Principal Outstanding of $490.8 million, comprised of:



$355.0 million securitized mortgage loan collateralized by 19 properties (the “CMBS Loan”)



$92.0 million under the Company’s credit facility revolver



$18.0 million mortgage loan secured by the Company’s San Ramon, California property (the “San Ramon Loan”)



$25.8 million which represents the Company’s proportionate share of mortgage indebtedness of the Arch Street Joint Venture



On February 18, 2026, the Company entered into a credit agreement for a new credit facility revolver (the “New Credit Facility Revolver”) and the Company’s original credit facility revolver terminated and the indebtedness thereunder was discharged and paid in full with borrowings under the New Credit Facility Revolver. Among other things, the New Credit Facility Revolver extends the maturity date under the original credit facility revolver until February 2028, subject to two six-month borrower extension options until February 18, 2029 if we satisfy certain conditions, reduces the lenders’ commitment to $215.0 million to more closely align with our business plan, provides that our borrowings will be secured with mortgages on a pool of 28 of our properties, reduces the interest rate margin on our borrowings by 50-basis points and eliminates the 10-basis point SOFR adjustment.


Also during February 2026, the Company entered into an amendment to the CMBS Loan which, among other things extends the maturity date two years until February 11, 2029, subject to two borrower extension options for a total of 18 months if certain conditions have been satisfied and authorizes the lender to sweep all monthly excess cash flows from the 19 properties, after payment of interest and property operating expenses, until maturity, and to apply such excess cash flows to a combination of prepaying the outstanding principal balance of the CMBS Loan and funding an all-purpose reserve. The fixed annual interest rate on the CMBS Loan of 4.971% is unchanged during the extension terms.


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. Due to the uncertainties with regard to recovery of our Arch Street Joint Venture investments, the Company recorded an other-than-temporary impairment loss on its investment in the Arch Street Joint Venture thereby reducing the carrying value of the investment to zero, and recorded a loan loss reserve of $5.9 million against its $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.


As of December 31, 2025, the Company had $145.9 million of liquidity, comprising $22.9 million of cash and cash equivalents, including the Company’s proportionate share of cash from the Arch Street Joint Venture, as well as $123.0 million of available capacity on the credit facility revolver, as adjusted for the reduction in the Company’s borrowing capacity pursuant to the New Credit Facility Revolver described above.


Dividend

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.


Strategic Option Review Process

On January 26, 2026, the Company announced a review of strategic options, which process is currently underway. The strategic options may include, among other things, the consideration of potential acquisition and merger targets, the potential sale of the Company, and continuing to operate as an independent publicly traded entity. There can be no assurance that the strategic options review process will result in Orion pursuing any particular transaction or other strategic outcome. The Company has not set a timetable for completion of this process.


2026 Outlook

Based on current economic conditions and the Company’s financial condition, Orion is providing the following guidance estimates for fiscal year 2026.




 






 






Low






 






High








Core FFO per share






 






$0.69






 






$0.76








Net Debt to Adjusted EBITDA (1)






 






6.5x






 






7.3x








General and Administrative Expense






 






$19.8 million






 






$20.8 million











 



(1)






The definition of Net Debt used for this guidance reflects revisions the Company is making to the definition such that Net Debt will be calculated differently in 2026 than it was in 2025. See “Definitions” below for further details


The Company’s guidance is based on current plans and assumptions and subject to the risks and uncertainties more fully described in the Company’s filings with the SEC. The Company reminds investors that its guidance estimates include assumptions with regard to its shift in portfolio concentration towards more dedicated use assets, rent receipts and property operating expense reimbursements, the amount and timing of acquisitions, dispositions, leasing transactions, capital expenditures, interest rate fluctuations and expected borrowings, the cost of the Company’s strategic review process, and other factors. These assumptions are uncertain and difficult to accurately predict and actual results may differ materially from our estimates. See “Forward-Looking Statements” below.


Webcast and Conference Call Information

Orion will host a webcast and conference call to review its results at 10:00 a.m. ET on Friday, March 6, 2026. The webcast and call will be hosted by Paul McDowell, Chief Executive Officer and President, and Gavin Brandon, Chief Financial Officer, Executive Vice President and Treasurer. To participate, the webcast can be accessed live by visiting the “Investors” section of Orion’s website at onlreit.com/investors. To join the conference call, callers from the United States and Canada should dial 1-844-539-3703, and international callers should dial 1-412-652-1273, ten minutes prior to the scheduled call time.


Replay Information

A replay of the webcast may be accessed by visiting the “Investors” section of Orion’s website at onlreit.com/investors. The conference call replay will be available after 1:00 p.m. ET on Friday, March 6, 2026 through 11:59 p.m. ET on Friday, March 20, 2026. To access the replay, callers may dial 1-844-512-2921 (domestic) or 1-412-317-6671 (international) and use passcode, 13757486.


Non-GAAP Financial Measures

To supplement the presentation of the Company’s financial results prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), this press release and the accompanying supplemental information as of and for the quarter and year ended December 31, 2025 (the “Supplemental Information Package”) contain certain financial measures that are not prepared in accordance with GAAP, including FFO, Core FFO, Funds Available for Distribution (“FAD”), Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (“EBITDAre”), and Adjusted EBITDA. Please see the attachments to this press release for how the Company defines these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP measure.


About Orion Properties Inc.

Orion Properties Inc. is an internally-managed real estate investment trust engaged in the ownership, acquisition and management of a diversified portfolio of office properties located in high-quality suburban markets across the United States and leased primarily on a single-tenant net lease basis to creditworthy tenants. 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. 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. The Company was founded on July 1, 2021, spun-off from Realty Income (NYSE: O) on November 12, 2021 and began trading on the New York Stock Exchange on November 15, 2021. The Company is headquartered in Phoenix, Arizona and has an office in New York, New York. For additional information on the Company and its properties, please visit onlreit.com.


About the Data


This data and other information described herein are as of and for the quarter and year ended December 31, 2025, unless otherwise indicated. Future performance may not be consistent with past performance and is subject to change and inherent risks and uncertainties. This information should be read in conjunction with the consolidated financial statements and the Management's Discussion and Analysis of Financial Condition and Results of Operations sections contained in Orion Properties Inc.'s (the "Company," "Orion," "us," "our" and "we") Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Reports on Form 10-Q for the periods ended September 30, 2025, June 30, 2025 and March 31, 2025.


Definitions


Annualized Base Rent is the monthly aggregate cash amount charged to tenants under our leases (including monthly base rent receivables and certain fixed contractually obligated reimbursements by our tenants), as of the final date of the applicable period, multiplied by 12, including the Company's proportionate share of such amounts related to the Unconsolidated Joint Venture. Annualized Base Rent is not indicative of future performance.


Average Capitalization Rate represents annualized average estimated Cash NOI of the property over the tenant's lease term, excluding any rent concession periods credited at the date of purchase or sale, divided by gross purchase or sale price, except that for certain triple and double net lease properties, the Average Capitalization Rate represents annualized average estimated cash rental revenue of the property over the tenant’s lease term divided by gross purchase or sale price.


Cash Capitalization Rate represents next 12 full months estimated Cash NOI of the property, excluding any rent concession periods credited at the date of purchase or sale, divided by gross purchase or sale price, except that for certain triple and double net lease properties, the Cash Capitalization Rate represents next 12 full months estimated cash rental revenue of the property divided by gross purchase or sale price.


CPI refers to a lease in which base rent is adjusted based on changes in a consumer price index.


Credit Rating of a tenant refers to the Standard & Poor's or Moody's credit rating and such rating also may reflect the rating assigned by Standard & Poor's or Moody's to the lease guarantor or the parent company as applicable.


Dedicated Use Asset is a property that includes a substantial specialized use component such as government, medical, laboratory and research and development, and flex operations, and would therefore not be considered a traditional office property.


Double Net Lease ("NN") is a lease under which the tenant agrees to pay all operating expenses associated with the property (e.g., real estate taxes, insurance, maintenance), but excludes some or all major repairs (e.g., roof, structure, parking lot, in each case, as further defined in the applicable lease).


Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate ("EBITDAre") and Adjusted EBITDA


Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts, Inc. ("Nareit"), an industry trade group, has promulgated a supplemental performance measure known as Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate. Nareit defines EBITDAre as net income (loss) computed in accordance with GAAP, adjusted for interest expense, income tax expense (benefit), depreciation and amortization, impairment write-downs on real estate and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, gains or losses from disposition of real estate assets, and our proportionate share of EBITDAre adjustments related to the Unconsolidated Joint Venture. We calculated EBITDAre in accordance with Nareit's definition described above.


In addition to EBITDAre, we use Adjusted EBITDA as a non-GAAP supplemental performance measure to evaluate the operating performance of the Company. Adjusted EBITDA, as defined by the Company, represents EBITDAre, modified to exclude non-routine items such as transaction related expenses. We also exclude certain non-cash items such as impairments of intangible and right of use assets, gains or losses on derivatives, gains or losses on the extinguishment or forgiveness of debt, amortization of intangibles, above-market lease assets and deferred lease incentives, net of amortization of below-market lease liabilities and our proportionate share of Adjusted EBITDA adjustments related to the Unconsolidated Joint Venture. Management believes that excluding these costs from EBITDAre provides investors with supplemental performance information that is consistent with the performance models and analysis used by management, and provides investors a view of the performance of our portfolio over time. Therefore, EBITDAre and Adjusted EBITDA should not be considered as an alternative to net income (loss), as determined under GAAP. The Company uses Adjusted EBITDA as one measure of its operating performance when formulating corporate goals and evaluating the effectiveness of the Company's strategies. EBITDAre and Adjusted EBITDA may not be comparable to similarly titled measures of other companies.


Enterprise Value equals the sum of the Implied Equity Market Capitalization and Net Debt, in each case, as of an applicable date. Beginning in 2026, the Company will be revising its definition and calculation of Net Debt to also add restricted cash and the Company’s proportionate share of restricted cash from the Unconsolidated Joint Venture to the amounts that reduce the Company’s Adjusted Principal Outstanding under debt obligations. This change in definition will be applied retrospectively beginning January 1, 2026.


Fixed Charge Coverage Ratio is (a) Adjusted EBITDA divided by (b) the sum of (i) Interest Expense, excluding non-cash amortization and (ii) secured debt principal amortization on Adjusted Principal Outstanding. Management believes that Fixed Charge Coverage Ratio is a useful supplemental measure of our ability to satisfy fixed financing obligations.


Fixed Dollar or Percent Increase refers to a lease that requires contractual rent increases during the term of the lease agreement. A Fixed Dollar or Percent Increase lease may include a period of free rent at the beginning or end of the lease.


Flat refers to a lease that requires equal rent payments, with no contractual increases, throughout the term of the lease agreement. A Flat lease may include a period of free rent at the beginning or end of the lease.


Funds Available for Distribution ("FAD")


Funds available for distribution, as defined by the Company, represents Core FFO, as defined below, modified to exclude capital expenditures and leasing costs, as well as certain non-cash items such as amortization of above market leases, net of amortization of below market lease liabilities, straight-line rental revenue, amortization of the Unconsolidated Joint Venture basis difference and our proportionate share of FAD adjustments related to the Unconsolidated Joint Venture. Management believes that adjusting these items from Core FFO provides investors with supplemental performance information that is consistent with the performance models and analysis used by management and provides useful information regarding the Company's ability to fund its dividend.


However, not all REITs calculate FAD and those that do may not calculate FAD the same way, so comparisons with other REITs may not be meaningful. FAD should not be considered as an alternative to net income (loss) or cash flow provided by (used in) operating activities as determined under GAAP.


Nareit Funds from Operations ("Nareit FFO" or "FFO") and Core Funds from Operations ("Core FFO")


Due to certain unique operating characteristics of real estate companies, as discussed below, Nareit has promulgated a supplemental performance measure known as FFO, which we believe to be an appropriate supplemental performance measure to reflect the operating performance of the Company. FFO is not equivalent to our net income (loss) as determined under GAAP.


Nareit defines FFO as net income (loss) computed in accordance with GAAP adjusted for gains or losses from disposition of real estate assets, depreciation and amortization of real estate assets, impairment write-downs on real estate and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, and our proportionate share of FFO adjustments related to the Unconsolidated Joint Venture. We calculate FFO in accordance with Nareit's definition described above.


In addition to FFO, we use Core FFO as a non-GAAP supplemental financial performance measure to evaluate the operating performance of the Company. Core FFO, as defined by the Company, excludes from FFO items that we believe do not reflect the ongoing operating performance of our business such as transaction related expenses, amortization of deferred financing costs, amortization of deferred lease incentives, net, equity-based compensation, amortization of premiums and discounts on debt, net and gains or losses on extinguishment of swaps and/or debt, and our proportionate share of Core FFO adjustments related to the Unconsolidated Joint Venture.


We believe that FFO and Core FFO allow for a comparison of the performance of our operations with other publicly-traded REITs, as FFO and Core FFO, or a substantially similar measure, are routinely reported by publicly-traded REITs, each adjust for items that we believe do not reflect the ongoing operating performance of our business and we believe are often used by analysts and investors for comparison purposes.


For all of these reasons, we believe FFO and Core FFO, in addition to net income (loss), as determined under GAAP, are helpful supplemental performance measures and useful in understanding the various ways in which our management evaluates the performance of the Company over time. However, not all REITs calculate FFO and Core FFO the same way, so comparisons with other REITs may not be meaningful. FFO and Core FFO should not be considered as alternatives to net income (loss) and are not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs. Neither the SEC, Nareit, nor any other regulatory body has evaluated the acceptability of the exclusions used to adjust FFO in order to calculate Core FFO and its use as a non-GAAP financial performance measure.


GAAP is an abbreviation for generally accepted accounting principles in the United States.


Gross Lease is a lease under which the landlord is responsible for all expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs).


Gross Real Estate Investments represent total gross real estate and related assets of Operating Properties and the Company's proportionate share of such amounts related to properties owned by the Unconsolidated Joint Venture, net of gross intangible lease liabilities. Gross Real Estate Investments should not be considered as an alternative to the Company's real estate investments balance as determined under GAAP or any other GAAP financial measures and should only be considered together with, and as a supplement to, the Company's financial information prepared in accordance with GAAP.


GSA CPI refers to a General Services Administration ("GSA") lease that includes a contractually obligated operating cost component of rent which is adjusted annually based on changes in a consumer price index.


Implied Equity Market Capitalization equals shares of common stock outstanding as of an applicable date, multiplied by the closing sale price of the Company's stock as reported on the New York Stock Exchange on such date.


Industry is derived from the Global Industry Classification Standard ("GICS") Methodology that was developed by Morgan Stanley Capital International ("MSCI") in collaboration with S&P Dow Jones Indices to establish a global, accurate, complete and widely accepted approach to defining industries and classifying securities by industry.


Interest Coverage Ratio equals Adjusted EBITDA divided by Interest Expense, excluding non-cash amortization. Management believes that Interest Coverage Ratio is a useful supplemental measure of our ability to service our debt obligations.


Interest Expense, excluding non-cash amortization is a non-GAAP measure that represents interest expense incurred on the outstanding principal balance of our debt and the Company's proportionate share of the Unconsolidated Joint Venture's interest expense incurred on its outstanding principal balance. This measure excludes the amortization of deferred financing costs, premiums and discounts, which is included in interest expense in accordance with GAAP. Interest Expense, excluding non-cash amortization should not be considered as an alternative to the Company's interest expense as determined under GAAP or any other GAAP financial measures and should only be considered together with and as a supplement to the Company's financial information prepared in accordance with GAAP.


Investment-Grade Tenants are those with a Credit Rating of BBB- or higher from Standard & Poor’s or a Credit Rating of Baa3 or higher from Moody’s. The ratings may reflect those assigned by Standard & Poor’s or Moody’s to the lease guarantor or the parent company, as applicable.


Leased Rate equals the sum of Leased Square Feet divided by Rentable Square Feet and includes the Company’s proportionate share of such amounts related to the Unconsolidated Joint Venture, in each case, as of an applicable date.


Leased Square Feet is Rentable Square Feet leased for which revenue recognition has commenced in accordance with GAAP and signed leases for vacant space with future commencement dates and includes such amounts related to the Unconsolidated Joint Venture.


Modified Gross Lease is a lease under which the landlord is responsible for most expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs), but passes through some operating expenses to the tenant.


Month-to-Month refers to a lease that is outside of the contractual lease expiration, but the tenant has not vacated and continues to pay rent which may also include holdover rent if applicable.


Net Debt, Principal Outstanding and Adjusted Principal Outstanding


Principal Outstanding is a non-GAAP measure that represents the Company's outstanding principal debt balance, excluding certain GAAP adjustments, such as premiums and discounts, financing and issuance costs, and related accumulated amortization. Adjusted Principal Outstanding includes the Company's proportionate share of the Unconsolidated Joint Venture's outstanding principal debt balance. We believe that the presentation of Principal Outstanding and Adjusted Principal Outstanding, which show our contractual debt obligations, provides useful information to investors to assess our overall financial flexibility, capital structure and leverage. Principal Outstanding and Adjusted Principal Outstanding should not be considered as alternatives to the Company's consolidated debt balance as determined under GAAP or any other GAAP financial measures and should only be considered together with, and as a supplement to, the Company's financial information prepared in accordance with GAAP.


Net Debt is a non-GAAP measure used to show the Company's Adjusted Principal Outstanding, less all cash and cash equivalents and the Company's proportionate share of the Unconsolidated Joint Venture's cash and cash equivalents. Beginning in 2026, the Company will be revising its definition and calculation of Net Debt to also add restricted cash and the Company’s proportionate share of restricted cash from the Unconsolidated Joint Venture to the amounts that reduce the Company’s Adjusted Principal Outstanding under debt obligations. If this definitional change had been made in 2025, the impact would have been a decrease to Net Debt as of December 31, 2025 of $39.9 million. This change in definition will be applied retrospectively beginning January 1, 2026. We believe that the presentation of Net Debt provides useful information to investors because our management reviews Net Debt as part of its management of our overall liquidity, financial flexibility, capital structure and leverage.


Net Debt Leverage Ratio equals Net Debt divided by Gross Real Estate Investments. Beginning in 2026, the Company will be revising its definition and calculation of Net Debt to also add restricted cash and the Company’s proportionate share of restricted cash from the Unconsolidated Joint Venture to the amounts that reduce the Company’s Adjusted Principal Outstanding under debt obligations. This change in definition will be applied retrospectively beginning January 1, 2026.


Net Operating Income ("NOI") and Cash NOI


NOI is a non-GAAP performance measure used to evaluate the operating performance of a real estate company. NOI represents total revenues less property operating expenses and excludes fee revenue earned for services to the Unconsolidated Joint Venture, impairment, depreciation and amortization, general and administrative expenses, and transaction related expenses. Cash NOI excludes the impact of certain GAAP adjustments included in rental revenue, such as straight-line rental revenue, amortization of above-market intangible lease assets and below-market lease intangible liabilities, and amortization of deferred lease incentives. Cash NOI includes the proportionate share of such amounts from properties owned by the Unconsolidated Joint Venture. It is management's view that NOI and Cash NOI provide investors relevant and useful information because it reflects only income and operating expense items that are incurred at the property level and presents them on an unleveraged basis. NOI and Cash NOI should not be considered as an alternative to operating income in accordance with GAAP. Further, NOI and Cash NOI may not be comparable to similarly titled measures of other companies.


Non-Operating Properties refers to all properties owned and consolidated by the Company as of the applicable date which have been excluded from Operating Properties due to the properties being vacant and repositioned, redeveloped, developed or held for sale.


Occupancy Rate equals the sum of Occupied Square Feet divided by Rentable Square Feet and includes the Company's proportionate share of such amounts related to the Unconsolidated Joint Venture, in each case, as of an applicable date.


Occupied Square Feet is Rentable Square Feet leased for which revenue recognition has commenced in accordance with GAAP and includes such amounts related to the Unconsolidated Joint Venture.


Operating Properties refers to all properties owned and consolidated by the Company as of the applicable date, excluding Non-Operating Properties.


Property Operating Expense includes reimbursable and non-reimbursable costs to operate a property, including real estate taxes, utilities, insurance, repairs, maintenance, legal, property management fees, etc.


Rentable Square Feet is leasable square feet of Operating Properties and the Company's proportionate share of leasable square feet of properties owned by the Unconsolidated Joint Venture.


Triple Net Lease ("NNN") is a lease under which the tenant agrees to pay all expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs in accordance with the lease terms).


Unconsolidated Joint Venture or Arch Street Joint Venture means the Company's investment in the unconsolidated joint venture with an affiliate of Arch Street Capital Partners, LLC.


Weighted Average Remaining Lease Term is the number of years remaining on each respective lease as of the applicable date, weighted based on Annualized Base Rent and includes the years remaining on each of the respective leases of the Unconsolidated Joint Venture, weighted based on the Company's proportionate share of Annualized Base Rent related to the Unconsolidated Joint Venture.


Forward-Looking Statements


Information set forth herein includes “forward-looking statements” which reflect the Company's expectations and projections regarding future events and plans, future financial condition, results of operations, liquidity and business, including leasing and occupancy, acquisitions, dispositions, rent receipts, expected borrowings and financing costs and the payment of future dividends. Generally, the words "anticipates," "assumes," "believes," "continues," "could," "estimates," "expects," "goals," "intends," "may," "plans," "projects," "seeks," "should," "targets," "will," "guidance," variations of such words and similar expressions identify forward-looking statements. These forward-looking statements are based on information currently available to the Company and involve a number of known and unknown assumptions and risks, uncertainties and other factors, which may be difficult to predict and beyond the Company's control, that could cause actual events and plans or could cause the Company's business, 2026 financial outlook, financial condition, liquidity and results of operations to differ materially from those expressed or implied in the forward-looking statements. These factors include, among other things, those discussed below. Information regarding historical rent collections should not serve as an indicator of future rent collections. We disclaim any obligation to publicly update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as may be required by law.


The following are some, but not all, of the assumptions, risks, uncertainties and other factors that could cause the Company’s actual results to differ materially from those presented in the forward-looking statements:



the risk of increases in interest rates, including that our borrowing costs may increase and we may be unable to extend or refinance our debt obligations on favorable terms and in a timely manner, or at all;



the risk of inflation, including that our operating costs, such as insurance premiums, utilities, real estate taxes, capital expenditures and repair and maintenance costs, may rise;



conditions associated with the global market, including an oversupply of office space, tenant credit risk and general economic conditions and geopolitical conditions;



our strategic review process will be costly and time-consuming and may not result in a transaction, and any transaction that occurs may not increase stockholder value;



the risk that recent changes in United States trade policy and the imposition of new tariffs continue to create disruption in macroeconomic conditions and could adversely impact our lenders, tenants and prospective tenants, and cause them to reduce or decline to do business with us or fail to meet their obligations to us;



the extent to which changes in workplace practices and office space utilization, including remote and hybrid work arrangements, and changes in government budgetary priorities, will continue and the impact that may have on demand for office space at our properties;



our ability to acquire new properties, convert certain vacant properties to multi-tenant use and sell non-core assets on favorable terms and in a timely manner, or at all;



risks associated with acquisitions, including the risk that we may not be in a position, or have the opportunity in the future, to make suitable property acquisitions on advantageous terms and/or that such acquisitions will fail to perform as expected;



our assumptions concerning tenant utilization and renewal probability of dedicated use assets, and our ability to successfully execute on our strategy to shift our portfolio concentration over time away from traditional office properties, towards more dedicated use assets;



our ability to comply with the terms of our credit agreements or to meet the debt obligations on our properties;



our ability to access the capital markets to raise additional equity or refinance maturing debt on favorable terms and in a timely manner, or at all, or that the lenders will not seek to enforce their remedies due to the existing payment default under the Arch Street Joint Venture mortgage notes;



changes in the real estate industry and in performance of the financial markets and interest rates and our ability to effectively hedge against interest rate changes;



the risk of tenants defaulting on their lease obligations, which is heightened due to our focus on single-tenant properties;



our ability to renew leases with existing tenants or re-let vacant space to new tenants on favorable terms and in a timely manner, or at all;



the cost of rent concessions, tenant improvement allowances and leasing commissions;



the potential for termination of existing leases pursuant to tenant termination rights;



the amount, growth and relative inelasticity of our expenses;



risks associated with the ownership and development of real property;



risks accompanying our investment in and the management of the Arch Street Joint Venture, our unconsolidated joint venture, in which we hold a non-controlling ownership interest, including that our joint venture partner may not be able to contribute its share of capital requirements and we may be unable to recover our investment in the Arch Street Joint Venture;



our ability to close pending real estate transactions, which may be subject to conditions that are outside of our control;



we may change our dividend policy at any time, and therefore the amount, timing and continued payment of dividends are not assured;



our properties may be subject to impairment charges;



risks resulting from losses in excess of insured limits or uninsured losses;



risks associated with the potential volatility of our common stock; and



the risk that we may fail to maintain our income tax qualification as a real estate investment trust.



Additional factors that may affect future results are contained in the Company's filings with the SEC, which are available on the SEC’s website at www.sec.gov. The Company disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as required by law.




ORION PROPERTIES INC.








CONSOLIDATED BALANCE SHEETS








(In thousands)











 



 






 






December 31, 2025






 






December 31, 2024








Assets






 






 






 






 








Real estate investments, at cost:






 






 






 






 








Land






 






$






176,532






 






 






$






227,145






 








Buildings, fixtures and improvements






 






 






976,676






 






 






 






1,055,307






 








Total real estate investments, at cost






 






 






1,153,208






 






 






 






1,282,452






 








Less: accumulated depreciation






 






 






195,042






 






 






 






177,906






 








Total real estate investments, net






 






 






958,166






 






 






 






1,104,546






 








Accounts receivable, net






 






 






35,333






 






 






 






22,833






 








Intangible lease assets, net






 






 






75,947






 






 






 






95,944






 








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






 








Other assets, net






 






 






27,614






 






 






 






46,258






 








Total assets






 






$






1,170,502






 






 






$






1,336,422






 








 






 






 






 






 








Liabilities and Equity






 






 






 






 








Mortgages payable, net






 






$






371,957






 






 






$






371,222






 








Credit facility revolver






 






 






92,000






 






 






 






119,000






 








Accounts payable and accrued expenses






 






 






40,219






 






 






 






31,585






 








Below-market lease liabilities, net






 






 






18,449






 






 






 






20,596






 








Distributions payable






 






 






1,208






 






 






 






5,633






 








Other liabilities, net






 






 






22,154






 






 






 






23,130






 








Total liabilities






 






 






545,987






 






 






 






571,166






 








 






 






 






 






 








Common stock






 






 






56






 






 






 






56






 








Additional paid-in capital






 






 






1,151,644






 






 






 






1,148,223






 








Accumulated other comprehensive loss






 






 






(5






)






 






 






(15






)








Accumulated deficit






 






 






(528,482






)






 






 






(384,348






)








Total stockholders' equity






 






 






623,213






 






 






 






763,916






 








Non-controlling interest






 






 






1,302






 






 






 






1,340






 








Total equity






 






 






624,515






 






 






 






765,256






 








Total liabilities and equity






 






$






1,170,502






 






 






$






1,336,422






 









ORION PROPERTIES INC.








CONSOLIDATED STATEMENTS OF OPERATIONS








(In thousands, except for per share data)













 



 






 






(Unaudited)






 






 






 






 








 






 






Three Months Ended December 31,






 






Year Ended December 31,








 






 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








Revenues:






 






 






 






 






 






 






 






 








Rental






 






$






35,010






 






 






$






38,161






 






 






$






146,827






 






 






$






164,055






 








Fee income from unconsolidated joint venture






 






 






209






 






 






 






202






 






 






 






820






 






 






 






807






 








Total revenues






 






 






35,219






 






 






 






38,363






 






 






 






147,647






 






 






 






164,862






 








Operating expenses:






 






 






 






 






 






 






 






 








Property operating






 






 






15,199






 






 






 






16,752






 






 






 






64,828






 






 






 






65,151






 








General and administrative






 






 






5,972






 






 






 






6,133






 






 






 






20,313






 






 






 






20,094






 








Depreciation and amortization






 






 






13,087






 






 






 






17,789






 






 






 






58,746






 






 






 






100,820






 








Impairments






 






 






14,466






 






 






 






22,187






 






 






 






99,376






 






 






 






47,552






 








Transaction related






 






 






645






 






 






 






157






 






 






 






898






 






 






 






539






 








Total operating expenses






 






 






49,369






 






 






 






63,018






 






 






 






244,161






 






 






 






234,156






 








Other (expenses) income:






 






 






 






 






 






 






 






 








Interest expense, net






 






 






(7,473






)






 






 






(8,263






)






 






 






(31,525






)






 






 






(32,637






)








Gain on disposition of real estate assets






 






 






2,902






 






 






 






—






 






 






 






7,058






 






 






 






—






 








Loss on extinguishment of debt, net






 






 






—






 






 






 






—






 






 






 






—






 






 






 






(1,078






)








Other income






 






 






312






 






 






 






407






 






 






 






1,286






 






 






 






987






 








Other expenses






 






 






(360






)






 






 






—






 






 






 






(1,584






)






 






 






—






 








Reserve on member loan to unconsolidated joint venture






 






 






(5,926






)






 






 






—






 






 






 






(5,926






)






 






 






—






 








Equity in loss and impairment of investment in unconsolidated joint venture, net






 






 






(11,049






)






 






 






(243






)






 






 






(11,822






)






 






 






(740






)








Total other (expenses) income, net






 






 






(21,594






)






 






 






(8,099






)






 






 






(42,513






)






 






 






(33,468






)








Loss before taxes






 






 






(35,744






)






 






 






(32,754






)






 






 






(139,027






)






 






 






(102,762






)








Provision for income taxes






 






 






(59






)






 






 






12






 






 






 






(259






)






 






 






(214






)








Net loss






 






 






(35,803






)






 






 






(32,742






)






 






 






(139,286






)






 






 






(102,976






)








Net income attributable to non-controlling interest






 






 






(7






)






 






 






(20






)






 






 






(23






)






 






 






(36






)








Net loss attributable to common stockholders






 






$






(35,810






)






 






$






(32,762






)






 






$






(139,309






)






 






$






(103,012






)








 






 






 






 






 






 






 






 






 








Weighted average shares outstanding - basic and diluted






 






 






56,316






 






 






 






55,950






 






 






 






56,232






 






 






 






55,903






 








Basic and diluted net loss per share attributable to common stockholders






 






$






(0.64






)






 






$






(0.59






)






 






$






(2.48






)






 






$






(1.84






)









ORION PROPERTIES INC.








FFO, CORE FFO AND FAD








(In thousands, except for per share data) (Unaudited)











 



 






 






Three Months Ended December 31,






 






Year Ended December 31,








 






 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








Net loss attributable to common stockholders






 






$






(35,810






)






 






$






(32,762






)






 






$






(139,309






)






 






$






(103,012






)








Adjustments:






 






 






 






 






 






 






 






 








Depreciation and amortization of real estate assets






 






 






13,050






 






 






 






17,753






 






 






 






58,616






 






 






 






100,682






 








Gain on disposition of real estate assets






 






 






(2,902






)






 






 






—






 






 






 






(7,058






)






 






 






—






 








Impairment of real estate






 






 






14,466






 






 






 






22,187






 






 






 






99,376






 






 






 






47,552






 








Impairment of investment in unconsolidated joint venture and proportionate share of adjustments for items above, as applicable






 






 






11,280






 






 






 






464






 






 






 






12,698






 






 






 






1,856






 








FFO attributable to common stockholders






 






$






84






 






 






$






7,642






 






 






$






24,323






 






 






$






47,078






 








Transaction related






 






 






645






 






 






 






157






 






 






 






898






 






 






 






539






 








Amortization of deferred financing costs






 






 






932






 






 






 






928






 






 






 






3,699






 






 






 






3,686






 








Amortization of deferred lease incentives, net






 






 






136






 






 






 






136






 






 






 






530






 






 






 






509






 








Equity-based compensation






 






 






1,242






 






 






 






1,307






 






 






 






3,620






 






 






 






3,757






 








Loss on extinguishment of debt, net






 






 






—






 






 






 






—






 






 






 






—






 






 






 






1,078






 








Other adjustments, net (1) (2)






 






 






7,508






 






 






 






—






 






 






 






10,553






 






 






 






—






 








Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable






 






 






11






 






 






 






22






 






 






 






53






 






 






 






108






 








Core FFO attributable to common stockholders






 






$






10,558






 






 






$






10,192






 






 






$






43,676






 






 






$






56,755






 











 



(1)






 






Other adjustments, net during the three months ended December 31, 2025 includes $1.2 million of costs incurred in connection with the demolition of the six buildings on the Deerfield, Illinois campus presented in property operating expenses on the consolidated statements of operations, as well as a loan loss reserve of $5.9 million recognized on the Arch Street Joint Venture member loan presented separately on the consolidated statements of operations, and $0.3 million in connection with the retirement of the Company’s Chief Investment Officer presented in other expenses on the consolidated statements of operations. Each of the above items have been included as “other adjustments” to Core FFO as they do not reflect the ongoing operating performance of the Company.








(2)






 






Other adjustments, net during the year ended December 31, 2025 includes $3.0 million of costs incurred in connection with the demolition of the six buildings on the Deerfield, Illinois campus presented in property operating expenses on the consolidated statements of operations, as well as a loan loss reserve of $5.9 million recognized on the Arch Street Joint Venture member loan, $0.6 million of previously deferred equity offering costs in connection with the scheduled expiration of the Company’s universal shelf registration statement, $0.6 million in connection with the retirement of the Company’s Chief Investment Officer, and $0.4 million of costs incurred for professional services rendered in connection with the February 2026 amendment to the CMBS Loan, each presented in other expenses other than the loan loss reserve which has been presented separately on the consolidated statements of operations. Each of the above items have been included as “other adjustments” to Core FFO as they do not reflect the ongoing operating performance of the Company.









ORION PROPERTIES INC.








FFO, CORE FFO AND FAD, CONTINUED








(In thousands, except for per share data) (Unaudited)











 



 






 






Three Months Ended December 31,






 






Year Ended December 31,








 






 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








Core FFO attributable to common stockholders






 






$






10,558






 






 






$






10,192






 






 






$






43,676






 






 






$






56,755






 








Amortization of above and below market leases, net






 






 






(312






)






 






 






(122






)






 






 






(1,299






)






 






 






(1,146






)








Straight-line rental revenue






 






 






(2,077






)






 






 






(764






)






 






 






(13,125






)






 






 






210






 








Unconsolidated Joint Venture basis difference amortization






 






 






114






 






 






 






114






 






 






 






455






 






 






 






455






 








Capital expenditures and leasing costs (3)






 






 






(17,777






)






 






 






(8,247






)






 






 






(59,973






)






 






 






(24,068






)








Other adjustments, net






 






 






75






 






 






 






78






 






 






 






282






 






 






 






340






 








Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable






 






 






33






 






 






 






(17






)






 






 






99






 






 






 






(82






)








FAD attributable to common stockholders






 






$






(9,386






)






 






$






1,234






 






 






$






(29,885






)






 






$






32,464






 








 






 






 






 






 






 






 






 






 








Weighted average shares outstanding - basic






 






 






56,316






 






 






 






55,950






 






 






 






56,232






 






 






 






55,903






 








Effect of weighted average dilutive securities (4)






 






 






705






 






 






 






325






 






 






 






80






 






 






 






74






 








Weighted average shares outstanding - diluted






 






 






57,021






 






 






 






56,275






 






 






 






56,312






 






 






 






55,977






 








 






 






 






 






 






 






 






 






 








FFO attributable to common stockholders per diluted share






 






$






0.00






 






 






$






0.14






 






 






$






0.43






 






 






$






0.84






 








Core FFO attributable to common stockholders per diluted share






 






$






0.19






 






 






$






0.18






 






 






$






0.78






 






 






$






1.01






 








FAD attributable to common stockholders per diluted share






 






$






(0.17






)






 






$






0.02






 






 






$






(0.53






)






 






$






0.58






 











 



(3)






Capital expenditures and leasing costs during the three months and year ended December 31, 2025 includes capitalized interest of $0.2 million and $0.5 million, respectively, primarily related to lease related commitments. No interest expense was capitalized during the year ended December 31, 2024.



(4)






Dilutive securities include unvested restricted stock units net of assumed repurchases in accordance with the treasury stock method and exclude performance-based restricted stock units for which the performance thresholds have not been met by the end of the applicable reporting period. Such dilutive securities are not included when calculating net loss per diluted share applicable to the Company for the year ended December 31, 2025 and 2024, as the effect would be antidilutive.




ORION PROPERTIES INC.








EBITDA, EBITDAre AND ADJUSTED EBITDA








(In thousands) (Unaudited)











 



 






 






Three Months Ended December 31,






 






Year Ended December 31,








 






 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








Net loss attributable to common stockholders






 






$






(35,810






)






 






$






(32,762






)






 






$






(139,309






)






 






$






(103,012






)








Adjustments:






 






 






 






 






 






 






 






 








Interest expense, net






 






 






7,473






 






 






 






8,263






 






 






 






31,525






 






 






 






32,637






 








Depreciation and amortization






 






 






13,087






 






 






 






17,789






 






 






 






58,746






 






 






 






100,820






 








Provision for income taxes






 






 






59






 






 






 






(12






)






 






 






259






 






 






 






214






 








Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable






 






 






972






 






 






 






951






 






 






 






3,961






 






 






 






3,688






 








EBITDA






 






$






(14,219






)






 






$






(5,771






)






 






$






(44,818






)






 






$






34,347






 








Gain on disposition of real estate assets






 






 






(2,902






)






 






 






—






 






 






 






(7,058






)






 






 






—






 








Impairment of real estate






 






 






14,466






 






 






 






22,187






 






 






 






99,376






 






 






 






47,552






 








Impairment of investment in unconsolidated joint venture and proportionate share of adjustments for items above, as applicable






 






 






10,805






 






 






 






—






 






 






 






10,805






 






 






 






—






 








EBITDAre






 






$






8,150






 






 






$






16,416






 






 






$






58,305






 






 






$






81,899






 








Transaction related






 






 






645






 






 






 






157






 






 






 






898






 






 






 






539






 








Amortization of above and below market leases, net






 






 






(312






)






 






 






(122






)






 






 






(1,299






)






 






 






(1,146






)








Amortization of deferred lease incentives, net






 






 






136






 






 






 






136






 






 






 






530






 






 






 






509






 








Loss on extinguishment and forgiveness of debt, net






 






 






—






 






 






 






—






 






 






 






—






 






 






 






1,078






 








Other adjustments, net (1)






 






 






7,508






 






 






 






—






 






 






 






10,553






 






 






 






—






 








Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable






 






 






(8






)






 






 






(8






)






 






 






(30






)






 






 






(30






)








Adjusted EBITDA






 






$






16,119






 






 






$






16,579






 






 






$






68,957






 






 






$






82,849






 











 



(1)







See discussion of items included in other adjustments, net in notes 1 and 2 to FFO, Core FFO and FAD.









ORION PROPERTIES INC.








FINANCIAL AND OPERATIONS STATISTICS AND RATIOS








(Dollars in thousands) (Unaudited)











 



 






 






Three Months Ended December 31,






 






Year Ended December 31,








 






 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








Interest expense - as reported






 






$






7,473






 






 






$






8,263






 






 






$






31,525






 






 






$






32,637






 








Adjustments:






 






 






 






 






 






 






 






 








Amortization of deferred financing costs and other non-cash charges






 






 






(932






)






 






 






(928






)






 






 






(3,699






)






 






 






(3,686






)








Proportionate share of Unconsolidated Joint Venture Interest Expense, excluding non-cash amortization






 






 






487






 






 






 






464






 






 






 






2,015






 






 






 






1,720






 








Interest Expense, excluding non-cash amortization






 






$






7,028






 






 






$






7,799






 






 






$






29,841






 






 






$






30,671






 









 






 






Three Months Ended December 31,






 






Year Ended December 31,








Interest Coverage Ratio






 






2025






 






2024






 






2025






 






2024








Interest Expense, excluding non-cash amortization (1)






 






$






7,028







 






$






7,799







 






$






29,841







 






$






30,671









Adjusted EBITDA (2)






 






 






16,119






 






 






 






16,579






 






 






 






68,957






 






 






 






82,849






 








Interest Coverage Ratio






 






2.29






x






 






2.13






x






 






2.31






x






 






2.70






x








 






 






 







 






 







 






 







 






 









Fixed Charge Coverage Ratio






 






 







 






 







 






 







 






 









Interest Expense, excluding non-cash amortization (1)






 






$






7,028






 






 






$






7,799






 






 






$






29,841






 






 






$






30,671






 








Proportionate share of Unconsolidated Joint Venture adjustments for secured debt principal amortization






 






 






144






 






 






 






141






 






 






 






577






 






 






 






325






 








Total fixed charges






 






 






7,172






 






 






 






7,940






 






 






 






30,418






 






 






 






30,996






 








Adjusted EBITDA (2)






 






 






16,119






 






 






 






16,579






 






 






 






68,957






 






 






 






82,849






 








Fixed Charge Coverage Ratio






 






2.25






x






 






2.09






x






 






2.27






x






 






2.67






x











 



(1)






 






Refer to the Statement of Operations for interest expense calculated in accordance with GAAP and to the Supplemental Information Package for the required reconciliation to the most directly comparable GAAP financial measure.








(2)






 






Refer to the Statement of Operations for net income calculated in accordance with GAAP and to the EBITDA, EBITDAre and Adjusted EBITDA section above for the required reconciliation to the most directly comparable GAAP financial measure.









Net Debt






 






December 31, 2025






 






December 31, 2024








Mortgages payable, net






 






$






371,957






 






 






$






371,222






 








Credit facility revolver






 






 






92,000






 






 






 






119,000






 








Total debt - as reported






 






 






463,957






 






 






 






490,222






 








Deferred financing costs, net






 






 






1,043






 






 






 






1,778






 








Principal Outstanding






 






 






465,000






 






 






 






492,000






 








Proportionate share of Unconsolidated Joint Venture Principal Outstanding






 






 






25,753






 






 






 






26,329






 








Adjusted Principal Outstanding






 






 






490,753






 






 






 






518,329






 








Cash and cash equivalents






 






 






(22,362






)






 






 






(15,600






)








Proportionate share of Unconsolidated Joint Venture cash and cash equivalents






 






 






(495






)






 






 






(425






)








Net Debt






 






$






467,896






 






 






$






502,304






 









ORION PROPERTIES INC.








FINANCIAL AND OPERATIONS STATISTICS AND RATIOS








(Dollars in thousands) (Unaudited)











 



 






 






December 31, 2025






 






December 31, 2024








Total real estate investments, at cost - as reported






 






$






1,153,208






 






 






$






1,282,452






 








Adjustments:






 






 






 






 








Gross intangible lease assets






 






 






250,204






 






 






 






284,108






 








Gross intangible lease liabilities






 






 






(38,660






)






 






 






(45,473






)








Non-Operating Properties total real estate investments, at cost






 






 






(11,113






)






 






 






(11,113






)








Proportionate share of Unconsolidated Joint Venture Gross Real Estate Investments






 






 






46,094






 






 






 






45,588






 








Gross Real Estate Investments






 






$






1,399,733






 






 






$






1,555,562






 









 






 






December 31, 2025






 






December 31, 2024








Net Debt Ratios






 






 







 






 









Net Debt (1)






 






$






467,896






 






 






$






502,304






 








Annualized Most Recent Quarter Adjusted EBITDA






 






 






64,476






 






 






 






66,316






 








Net Debt to Annualized Most Recent Quarter Adjusted EBITDA Ratio






 






7.26






x






 






7.57






x








 






 






 







 






 









Net Debt (1)






 






$






467,896






 






 






$






502,304






 








Full Year Adjusted EBITDA






 






 






68,957






 






 






 






82,849






 








Net Debt to Full Year Adjusted EBITDA Ratio






 






6.79






x






 






6.06






x








 






 






 







 






 









Net Debt (1)






 






$






467,896






 






 






$






502,304






 








Gross Real Estate Investments (1)






 






 






1,399,733






 






 






 






1,555,562






 








Net Debt Leverage Ratio






 






 






33.4






%






 






 






32.3






%











 



(1)






 






Refer to the Balance Sheets for total debt and real estate investments, at cost calculated in accordance with GAAP and to the table above for the required reconciliation to the most directly comparable GAAP financial measure.







ORION PROPERTIES INC.

CORE FUNDS FROM OPERATIONS PER DILUTED SHARE - 2026 GUIDANCE

(Unaudited)


The Company expects its 2026 Core FFO per diluted share to be in a range between $0.69 and $0.76. This guidance assumes:



Net Debt to Adjusted EBITDA: 6.5x to 7.3x



General & Administrative Expenses: $19.8 million to $20.8 million



The estimated net loss per diluted share is not a projection and is provided solely to satisfy the disclosure requirements of the SEC.


The Company does not provide a reconciliation of Net Debt to Adjusted EBITDA guidance to the most directly comparable GAAP measure, due to the inherent difficulty and uncertainty in quantifying certain adjustments principally related to the Company’s investment in the Unconsolidated Joint Venture. The definition of Net Debt used for this guidance reflects revisions the Company is making to the definition such that Net Debt will be calculated differently in 2026 than it was in 2025. See “Definitions” above for further details.




 






 






Low






 






High








Diluted net loss per share attributable to common stockholders






 






$






(0.60






)






 






$






(0.55






)








Depreciation and amortization of real estate assets






 






 






1.10






 






 






 






1.11






 








Proportionate share of adjustments for Unconsolidated Joint Venture






 






 






—






 






 






 






0.01






 








FFO attributable to common stockholders per diluted share






 






 






0.50






 






 






 






0.57






 








Adjustments (1)






 






 






0.19






 






 






 






0.19






 








Core FFO attributable to common stockholders per diluted share






 






$






0.69






 






 






$






0.76






 











 



(1)






 






Includes transaction related expenses, amortization of deferred lease incentives, net, amortization of deferred financing costs, equity-based compensation, and our proportionate share of such adjustments for the Unconsolidated Joint Venture.







 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260305837764/en/
Investor Relations Contact:

Email: investors@onlreit.com

Phone: 602-675-0338


Original: Orion Properties Inc. Announces Fourth Quarter and Full Year 2025 Results