Annual report [Section 13 and 15(d), not S-K Item 405]

Stockholders' Equity

v3.25.4
Stockholders' Equity
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Stockholders' Equity
Note 12 – Stockholders’ Equity
Common Stock
The Company was initially capitalized on July 15, 2021 with the issuance of 100,000 shares of common stock to Realty Income for a total of $1,000.
On November 10, 2021, the Company issued 56,525,650 additional shares of common stock to Realty Income, such that Realty Income owned 56,625,650 shares of the Company’s common stock. On November 12, 2021, Realty Income effected the Distribution.
Distributions
During the years ended December 31, 2025, 2024 and 2023, the Company’s Board of Directors declared quarterly cash dividends on shares of the Company’s common stock as follows:
Declaration Date Record Date Paid Date Distributions Per Share
March 4, 2025 March 31, 2025 April 15, 2025 $ 0.02 
May 6, 2025 June 30, 2025 July 15, 2025 $ 0.02 
August 5, 2025 September 30, 2025 October 15, 2025 $ 0.02 
November 5, 2025 December 31, 2025 January 15, 2026 $ 0.02 
Declaration Date Record Date Paid Date Distributions Per Share
February 27, 2024 March 29, 2024 April 15, 2024 $ 0.10 
May 7, 2024 June 28, 2024 July 15, 2024 $ 0.10 
August 7, 2024 September 30, 2024 October 15, 2024 $ 0.10 
November 6, 2024 December 31, 2024 January 15, 2025 $ 0.10 
Declaration Date Record Date Paid Date Distributions Per Share
March 7, 2023 March 31, 2023 April 17, 2023 $ 0.10 
May 8, 2023 June 30, 2023 July 17, 2023 $ 0.10 
August 8, 2023 September 29, 2023 October 16, 2023 $ 0.10 
November 9, 2023 December 29, 2023 January 16, 2024 $ 0.10 
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.
The following table sets forth the federal income tax characterization of dividends paid on a percentage basis on the Company’s common stock for the periods indicated below:
Year Ended December 31,
2025 2024 2023
Ordinary dividends —  % —  % —  %
Capital gain distributions —  % —  % —  %
Nondividend distributions 100.00  % 100.00  % 100.00  %
Total 100.00  % 100.00  % 100.00  %
Arch Street Warrants
On November 12, 2021, in connection with the Distribution, Orion OP entered into an Amended and Restated Limited Liability Company Agreement (the “LLCA”) of the Arch Street Joint Venture, by and between Orion OP and OAP Holdings LLC (the “Arch Street Partner”), an affiliate of Arch Street Capital Partners, pursuant to which the Arch Street Partner consented to the transfer of the equity interests of the Arch Street Joint Venture previously held by VEREIT Real Estate, L.P. to Orion OP.
Also on November 12, 2021, in connection with the entry into the LLCA, the Company granted certain affiliates of the Arch Street Partner warrants to purchase up to 1,120,000 shares of the Company’s common stock (the “Arch Street Warrants”). The Arch Street Warrants entitle the respective holders to purchase shares of the Company’s common stock at a price per share equal to $22.42, at any time. The Arch Street Warrants may be exercised, in whole or in part, through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of Company common stock determined according to the formula set forth in the Arch Street Warrants. The Arch Street Warrants expire on the earlier of (a) ten years after issuance and (b) if the Arch Street Joint Venture is terminated, the later of the termination of the Arch Street Joint Venture and seven years after issuance.
Share Repurchase Program
On November 1, 2022, the Company’s Board of Directors authorized the repurchase of up to $50.0 million of the Company’s outstanding common stock until December 31, 2025, as market conditions warrant (the “Share Repurchase Program”). The Company did not purchase any shares under the Share Repurchase Program during the year ended December 31, 2025, and the Share Repurchase Program expired by its terms on December 31, 2025. While the Share Repurchase Program was active, the Company repurchased approximately 0.9 million shares of common stock in multiple open market transactions, at a weighted average share price of $5.46 for an aggregate purchase price of $5.0 million.