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Orion Office REIT Inc

For the period ended Dec 31, 2024. Filed Mar 5, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 5, 2025

ONL$2.69+14.5%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2024
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________

Commission file number:001-40873

Orion Properties Inc.
(Exact name of registrant as specified in its charter)
Maryland87-1656425
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
2398 E. Camelback Road, Suite 1060PhoenixAZ85016
(Address of principal executive offices)(Zip Code)
(602)698-1002
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class:Trading Symbol(s):Name of each exchange on which registered:
Common Stock$0.001 par value per shareONLNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Securities Act of 1934: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yeso No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”). Yeso No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x Noo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated fileroAccelerated filerxNon-accelerated filero
Smaller reporting companyoEmerging growth companyx

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ Nox

The aggregate market value of the registrant’s shares of common stock, $0.001 par value per share, held by non-affiliates of the registrant was $199.6 million based upon the shares outstanding and the last reported sale price of $3.59 per share on the New York Stock Exchange on June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter.

There were 56,109,281 shares of common stock of the registrant outstanding as of February 28, 2025.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement to be delivered to stockholders in connection with the registrant’s 2025 Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K. The registrant intends to file the Proxy Statement within 120 days after its fiscal year end. Only those portions of the Proxy Statement which are specifically incorporated by reference herein shall constitute a part of this Annual Report on Form 10-K.

For the fiscal year ended December 31, 2024

Page
Forward-Looking Statements2
PART I
Item 1. Business4
Item 1A. Risk Factors8
Item 1B. Unresolved Staff Comments25
Item 1C. Cybersecurity25
Item 2. Properties26
Item 3. Legal Proceedings30
Item 4. Mine Safety Disclosures30
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31
Item 6. [Reserved]32
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations32
Item 7A. Quantitative and Qualitative Disclosures About Market Risk54
Item 8. Financial Statements and Supplementary Data55
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure55
Item 9A. Controls and Procedures55
Item 9B. Other Information56
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections56
PART III
Item 10. Directors, Executive Officers and Corporate Governance56
Item 11. Executive Compensation56
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters56
Item 13. Certain Relationships and Related Transactions, and Director Independence57
Item 14. Principal Accounting Fees and Services57
PART IV
Item 15. Exhibits and Financial Statement Schedules58
Signatures61
Index to Consolidated Financial StatementsF-1
ContentsView on SEC.gov

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