Orion Properties Inc. Announces Third Quarter 2026 Results

- Completed 922,000 Square Feet of Leasing Year-to-Date, Including 143,000 Square Feet in the Third Quarter and 222,000 Square Feet Subsequent to Quarter End -
- Raises 2026 Core FFO Guidance Range and Improves 2026 Net Debt to Adjusted EBITDA Range -
- Declares Dividend for Fourth Quarter 2026 -

PHOENIX--(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 its operating results for the third quarter ended September 30, 2026.

Paul McDowell, Orion’s Chief Executive Officer, commented, “We continue to build on the progress from earlier in the year, and remain on pace to lease over one million square feet with approximately 922,000 square feet already completed so far this year. Strongly positive cash rent spreads on third quarter renewals coupled with positive rent spreads overall for the year so far reflect our ability to capture meaningful rent growth as our leases roll. We also further strengthened our balance sheet this year, reducing Net Debt to Annualized Most Recent Quarter Adjusted EBITDA to 5.6x. These results reflect the sustained execution of our strategy and give us confidence in our ability to drive Core FFO per share growth over time. We remain committed to maximizing stockholder value while our strategic options review process continues.”

Third Quarter 2026 Financial Overview

• Total revenues of $35.4 million
• Net loss attributable to common stockholders of $(3.3) million, or $(0.06) per basic and diluted share
• Funds from Operations (“FFO”) of $9.2 million, or $0.16 per diluted share
• Core FFO of $11.4 million, or $0.20 per diluted share
• EBITDA and EBITDAre of $16.4 million and Adjusted EBITDA of $16.5 million
• Net Debt to Annualized Most Recent Quarter Adjusted EBITDA of 5.6x

Financial Results
During the third quarter of 2026, the Company generated total revenues of $35.4 million, as compared to $37.1 million in the same quarter of 2025. The Company’s net loss attributable to common stockholders was $(3.3) million, or $(0.06) per basic and diluted share during the third quarter of 2026, as compared to a net loss attributable to common stockholders of $(69.0) million, or $(1.23) per basic and diluted share in the same quarter of 2025. Core FFO for the third quarter of 2026 was $11.4 million, or $0.20 per diluted share, as compared to $11.0 million, or $0.19 per diluted share in the same quarter of 2025.

Leasing Activity
During the third quarter of 2026, the Company entered into the following lease transactions (square feet in thousands):

Subsequent to quarter end, the Company completed leasing activity of approximately 222,000 square feet, including two new leases for a total of 74,000 square feet with a weighted average lease term of 10.2 years at its property in Plano, Texas, a 10.3-year lease extension for approximately 65,000 square feet at its approximately 156,000 square foot property in Milwaukee, Wisconsin and a 2.0-year lease renewal with the existing single tenant at its approximately 83,000 square foot property in Indianapolis, Indiana.

Disposition Activity
Although no property dispositions were closed during the third quarter of 2026, year-to-date the Company has sold four properties and the 37.4-acre Deerfield, Illinois campus for an aggregate gross sales price of $83.7 million. As of November 5, 2026, the Company has agreements in place to sell three properties for a total gross sales price of $14.4 million, including our proportionate share of the gross sales price of one Unconsolidated Joint Venture property of $4.9 million with proceeds expected to be used to paydown outstanding principal on the Unconsolidated Joint Venture 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.

Real Estate Portfolio
As of September 30, 2026, the Company’s real estate portfolio consisted of 57 Operating Properties. Annualized Base Rent was $107.0 million, with 67.8% of Annualized Base Rent derived from Investment-Grade Tenants and 40.6% derived from properties deemed to be Dedicated Use Assets, or DUAs. The Company’s Occupancy Rate was 78.3% and the Weighted Average Remaining Lease Term was 6.1 years.

Balance Sheet and Liquidity
As of September 30, 2026, the Company had principal outstanding of $436.5 million, comprised of:

• $316.5 million securitized mortgage loan (the “CMBS Loan”)
• $102.0 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”)

The credit facility revolver maturity date is February 18, 2028, subject to two six-month borrower extension options until February 18, 2029 if we satisfy certain conditions. The Company’s maximum borrowing capacity under the credit facility revolver is $215.0 million and amounts borrowed by the Company may be prepaid and re-borrowed from time to time. The Company’s outstanding borrowings under the credit facility revolver bear interest at a floating rate of SOFR plus a margin of 2.75%. During August 2026, the Company entered into an interest rate cap agreement for the credit facility revolver. Under the agreement, the Daily Simple SOFR is capped at 4.25% on a total notional amount of $50.0 million effective from August 7, 2026 to August 7, 2027. The credit facility revolver is a senior secured fully recourse borrowing facility.

The interest rate on the CMBS Loan is fixed at 4.971% and the CMBS Loan is scheduled to mature on February 11, 2029, subject to two borrower extension options for a total of 18 months if certain conditions have been satisfied. Subject to customary exceptions, the CMBS Loan is a non-recourse loan and is secured by first-priority mortgages on 18 of the Company’s owned properties.

As of September 30, 2026, the Company had $177.2 million of liquidity, comprising $64.2 million of cash and cash equivalents and restricted cash as well as $113.0 million of available capacity on the Company’s credit facility revolver.

Dividend
On November 4, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.02 per share for the fourth quarter of 2026, payable on January 15, 2027 to stockholders of record as of December 31, 2026.

Strategic Options Review Process
On January 26, 2026, the Company announced a review of strategic options. The review of strategic options has included, among other things, the consideration of potential merger targets, the potential sale of the Company, and continuing to operate as an independent publicly traded entity. As of November 5, 2026, the strategic options review process remains ongoing and despite the length of time of the review to date, we continue to believe it is in stockholders’ interest to see that work through to its reasonable conclusion. In addition to the ongoing challenges surrounding our asset class, macroeconomic events, including the significant rise in Treasury rates, have made that work more challenging and have further slowed the process. We are moving as expeditiously as possible to ensure we have explored all potentially viable options available to the Company, however, we can offer no assurance that the strategic options review process will result in Orion pursuing any particular transaction or other strategic outcome.

2026 Outlook
The Company is providing the following updated guidance estimates for 2026.

The Company’s 2026 General and Administrative Expense guidance range of $19.8 million to $20.8 million is unchanged from the previous quarter.

The Company’s 2026 General and Administrative Expense estimates include our normal budget for professional fees for the fourth quarter plus our expectations for incremental spend for the ongoing strategic review process. 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, November 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, November 6, 2026 through 11:59 p.m. ET on Friday, November 20, 2026. To access the replay, callers may dial 1-844-512-2921 (domestic) or 1-412-317-6671 (international) and use passcode, 13762320.

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 September 30, 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 and nine months ended September 30, 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 Reports on Form 10-Q for the periods ended September 30, 2026, June 30, 2026 and March 31, 2026 and Annual Report on Form 10-K for the year ended December 31, 2025.

Unconsolidated Joint Venture
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 cumulative losses, including impairment losses, exceeded the carrying amount of its investment. Accordingly, the Company has suspended recognition of its share of additional losses from the Unconsolidated Joint Venture and no contingent liabilities have been recorded related to the Unconsolidated Joint Venture as of and for the three and nine months ended September 30, 2026. Additionally, since January 1, 2026, the Company has been recording management fees from the Unconsolidated Joint Venture and interest income on its member loan to the Unconsolidated Joint Venture (the "Member Loan") on a cash basis rather than an accrual basis. The Company recognized $0.2 million and $0.5 million of management fees from the Unconsolidated Joint Venture during the three and nine months ended September 30, 2026, respectively, and $0.2 million of interest on the Member Loan during the nine months ended September 30, 2026. No interest on the Member Loan was recognized during the three months ended September 30, 2026. The Company recognized $0.2 million and $0.6 million of management fees from the Unconsolidated Joint Venture during the three and nine months ended September 30, 2025, respectively, and $0.3 million and $0.8 million of interest on the Member Loan during the three and nine months ended September 30, 2025, respectively.

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.

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, where tenants perform work that cannot be replicated from home or relocated to a generic office setting, and would therefore not be considered a traditional office property.

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 and 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, changes in fair value of derivatives not designated as hedging instruments, 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.

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, gains or losses on extinguishment of swaps and/or debt, changes in fair value of derivatives not designated as hedging instruments, 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.

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.

Investor Relations Contact:
Email: investors@onlreit.com
Phone: 602-675-0338