Orion Properties (ONL) Stock for Former Cole and VEREIT Holders

What one Cole share became, one filing at a time

Cole Credit Property Trust III (CCPT III) sold shares to the public at $10.00 in its follow-on offering, which ended April 27, 2012, and had about 496.7 million shares and 101,586 holders in March 2013 (10-K for 2012). The path from there to ONL runs through five filings. Our page on what happened to American Realty Capital covers the other half of the VEREIT family, the ARCT III and ARCT IV holders, who reach Realty Income by the same last three steps.

Three limits. First, a holder who elected cash in the 2014 merger received $13.82 a share and holds nothing in this chain. Second, each step paid cash instead of fractions (Cole, VEREIT and Orion all say so), so a real account shows whole shares: about 15 ONL per 1,000 Cole shares, plus a small cash payment. Third, the other Cole-sponsored non-traded REITs are not in this chain and we did not trace them.

The same last two steps apply to anyone who held Realty Income stock on November 2, 2021, not only to former Cole or VEREIT holders. The Information Statement states the VEREIT side as “approximately one share of Orion common stock for each every fourteen shares of VEREIT common stock”, which is 0.0705 ONL per VEREIT share (0.705 times 0.1, our arithmetic), and estimated that about 54,172,452 Orion shares would be distributed, using share counts at June 30, 2021. Realty Income contributed 92 office properties to Orion, plus a consolidated venture holding one and an unconsolidated venture holding five.

Most of what one Cole share became is not ONL. Per 1,000 Cole shares, the chain ends in 154.0989 Realty Income shares and 15.40989 ONL shares (our arithmetic). For Realty Income's own dividend and lease data, see our Realty Income page.

Your ONL tax basis: taxable, and $20.6272 a share

A common search is for the cost-basis split that a spin-off normally comes with, an IRS Form 8937 dividing the old basis between the parent and the new shares. For ONL the filings say something different: the spin-off was taxable.

The Information Statement dated October 22, 2021 says “The Distribution is expected to be treated as a taxable distribution to Realty Income common stockholders”, and that a holder's tax basis in the Orion shares “generally will equal the fair market value of such shares on the date of the Distribution”. Realty Income's 10-K for 2021 gives the number: “The fair market value of these shares for tax distribution was determined to be $20.6272 per share, which was calculated using the five day volume weighted average share price after issuance.” It describes a $2.060 tax distribution of Orion shares per Realty Income share, which is one tenth of the $20.6272 (our arithmetic).

The 2021 characterization above is for all of Realty Income's 2021 distributions together, including the Orion shares; the filing does not split the $2.060 on its own. Your own Form 1099-DIV from the broker that held your Realty Income shares in 2021 is what decides how much of it was a dividend and how much a return of capital. The Information Statement adds that the valuation “is not binding on the IRS or any other tax authority”, and that the basis in your Realty Income shares was expected to be reduced (not below zero) by the part of the distribution that was not a dividend. We make no tax assertion beyond the documents.

A worked comparison (our arithmetic, no forecast): the last sale price printed in a filing we read was $2.13 on June 30, 2025 (10-K cover page). Against a $20.6272 basis that is $18.4972 lower per share, or 89.7% of the basis (our arithmetic). A current price is not in any filing; look it up on the day you need it.

What Orion owns at September 30, 2026

The numbers below come from the 10-Q for the quarter ended September 30, 2026, filed November 5, 2026. Since January 1, 2026 Orion no longer includes its share of the Arch Street joint venture in these metrics, and it restated December 31, 2025 to match.

On the older basis, Orion had 63 operating properties, 7.4 million square feet and 72.1% occupancy on September 30, 2025. By class, 69.7% of square feet were class A, 25.7% class B and 4.6% class C. Orion wrote that “tenant retention remains a significant challenge” for its single-tenant portfolio. In the nine months it completed about 700,000 square feet of new leases and extensions across eleven properties, with a 6.6-year average term, and it carried $56.7 million of unpaid rent concessions and leasing costs (tenant allowances, free rent and landlord work) at September 30, 2026, or $21.55 per leased square foot.

Who the tenants are and when leases end

The 10-K for 2025 lists tenants and expirations at December 31, 2025, including Orion's share of the joint venture, so its totals (64 properties, $111.3 million of base rent) are larger than the 10-Q's. The tenant picture:

By property type at December 31, 2025, traditional office was 64.2% of base rent (36 properties) and governmental 19.2% (17 properties). Scheduled expirations at the same date, by year of expiry:

At September 30, 2026 the 10-Q restates the near years on its own basis: 9.5% of base rent expires in 2027 and 23.1% in 2028. Nearly a quarter of the rent is therefore on leases ending in the same calendar year, and the 10-Q calls the 2027 and 2028 expirations out as a risk. The filing does not name the tenants in each year.

Sales, one purchase and the joint venture

In the nine months to September 30, 2026 Orion closed the sale of four properties and 37.4 acres at Deerfield, Illinois for $83.7 million of gross price. That includes two operating properties of about 260,000 square feet for $57.5 million in the second quarter, and two vacant properties of about 516,000 square feet for $13.1 million in the first. It bought a 75,000 square foot property in Northbrook, Illinois for $15.0 million in February 2026. At November 5, 2026 three more properties were under agreement for $14.4 million of gross price (one of them in the joint venture, $4.9 million of that); the 10-Q says these can fall through.

The Arch Street joint venture is the one place the filing reports a default. Orion owns 20% of a venture with six single-tenant properties and $121.8 million of non-recourse mortgage notes that went into payment default at maturity in February 2026, since extended by the lenders in short steps. The 10-Q says the six properties are 100% occupied and the tenants are paying, the lenders are sweeping the excess cash to repay principal, and Orion may not recover its investment. Orion carried the investment at zero at December 31, 2025 and has reserved the gross amount of its member loan.

Debt: nothing due until February 2028

Orion's own consolidated debt was $436.5 million at September 30, 2026. By maturity (10-Q, principal only):

The structure changed in February 2026. A new $215.0 million revolver replaced a $350.0 million one that was due May 12, 2026, with a margin cut of 0.50 percentage points; the CMBS loan was extended two years from February 11, 2027 to February 11, 2029, with a $2.05 million prepayment and a new leasing reserve, which held $42.9 million at September 30, 2026. Twenty-nine properties secure the revolver. At September 30, 2026 Orion had $64.2 million of cash and restricted cash and $113.0 million of undrawn revolver capacity. Debt is 4.08 times annualized base rent (our arithmetic, $436.5 million over $107.0 million). Total assets were $1,136.6 million and total equity $630.4 million.

The dividend: from $0.40 a year to $0.08

The board declared a quarterly dividend of $0.02 a share on November 4, 2026, payable January 15, 2027 to holders of record on December 31, 2026. When it cut the dividend in March 2025 the company said the new annualized rate of $0.08 would let it keep about $17.9 million of cash a year. At 57,044,714 shares, one $0.02 payment is about $1.14 million (our arithmetic). Third-quarter Core FFO, a measure the company defines, was $0.20 a share, which makes the dividend 10% of it (our arithmetic). Per 15.41 ONL shares from 1,000 Cole shares, $0.08 a year is $1.23 (our arithmetic).

Third-quarter 2026 revenue was $35.4 million against $37.1 million, and net loss attributable to common stockholders was $3.3 million against $69.0 million in the third quarter of 2025, when it recorded $63.7 million of impairments. For nine months, net income was $7.7 million against a loss of $103.5 million, helped by $28.8 million of gains on sales. Core FFO per diluted share was $0.61 against $0.59.

The strategic review and who owns the shares

On January 26, 2026 Orion signed a cooperation agreement with Kawa Capital Management and The Kawa Fund, which withdrew its notice to nominate directors, and Orion began a review of strategic options that “may include, without limitation, the consideration of potential acquisition and merger targets, the potential sale of the Company and continuing to operate as an independent publicly traded entity.” The agreement ended on September 1, 2026. In the 10-Q Orion wrote that the review “remains ongoing” as of November 5, 2026 and that rising Treasury rates “have made that work more challenging and have further slowed the process.” It gave no assurance of a transaction and named no bidder.

The number of holders of record fell 17.7% from March 2023 to February 2026 (our arithmetic). Record holders are only those whose shares are registered directly, so the count does not measure street-name accounts.

What a holder can do with this

This page is analysis of public documents, not investment, legal or tax advice. These are checks the filings let you make yourself.

1. Find where the shares came from. Your statement may show Realty Income, ONL, or both. The ONL line in a former Cole or VEREIT account began on November 12, 2021; the chain table above lets you test your own share counts against the ratios.
2. Pull your 2021 Form 1099-DIV. The ONL basis is $20.6272 a share (the value Realty Income used), but how much of the distribution was taxable dividend and how much return of capital is on your form. A broker may have recorded the basis already; if not, the number above is the one in the filing.
3. Read the 10-Q's maturity table, not the dividend. The next principal due is the $102.0 million revolver on February 18, 2028. Whether the dividend continues is the board's decision each quarter.
4. Watch the strategic review. An 8-K or a proxy is where a sale, a merger or the end of the review would appear. Until then the 10-Q says there is nothing to report.
5. See how other office REITs compare. Our read of ten listed office REITs' dividends, occupancy and debt sets out the same measures for the larger names, and the W. P. Carey page covers the other office spin-off that former non-traded REIT holders ask about, NLOP. For how listings and mergers of non-traded REITs have priced, see what non-traded REITs fetch when they list.

Dates to watch

FAQ

All figures are from SEC filings read on EDGAR on November 13, 2026. Orion Properties Inc. (CIK 1873923): Form 10-Q for September 30, 2026 (0001873923-26-000118); 8-K of November 5, 2026 (0001873923-26-000116); Forms 10-K for 2022, 2023, 2024 and 2025 (0001873923-23-000009, 0001873923-24-000008, 0001873923-25-000032, 0001873923-26-000038); 8-Ks of October 25, 2021 with the Information Statement (0001104659-21-129247), November 10, 2025 (0001873923-25-000141), March 5, 2025 (0001873923-25-000031), January 26, 2026 (0001873923-26-000017) and February 19, 2026 (0001873923-26-000023); Schedule 13D/A of January 26, 2026 (0001534242-26-000002) and 13G/A of November 9, 2026 (0001142031-26-000024). Realty Income (CIK 726728): 8-K of November 1, 2021 (0001104659-21-132405) and 10-K for 2021 (0000726728-22-000046). American Realty Capital Properties / VEREIT (CIK 1507385): 8-K of February 7, 2014 (0001144204-14-006938), 8-K of July 28, 2015 (0001507385-15-000056) and 8-K of December 17, 2020 (0001507385-20-000200). Cole Credit Property Trust III / Cole Real Estate Investments (CIK 1425923): 10-K for 2012 (0001425923-13-000003) and 8-Ks of June 5 and June 20, 2013 (0001193125-13-247366, 0001193125-13-265002).