Orion Properties Inc. Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

Real Estate Investments and Related Intangibles

Real Estate Investments and Related Intangibles

6 Months Ended

Jun. 30, 2026

Real Estate [Abstract]

Real Estate Investments and Related Intangibles

Note 3 – Real Estate Investments and Related Intangibles

Property Acquisitions

During the six months ended June 30, 2026, the Company acquired one 75,000 square foot flex/R&D facility located in Northbrook, Illinois for a gross purchase price of $15.0 million and net purchase price of $14.2 million, which includes capitalized external acquisition-related expenses of $0.1 million and is net of $0.9 million of adjustments to and credits against the gross purchase price agreed to by the Company pursuant to the purchase and sale agreement. The property is fully leased to a single tenant through December 2036.

During the six months ended June 30, 2025, the Company had no acquisitions.

The following table presents the allocation of the purchase consideration and capitalized transaction costs to the assets acquired and liabilities assumed based on their relative fair values during the six months ended June 30, 2026 (in thousands):




Real estate investment, at cost:
Land	$	2,724
Building, fixtures and improvements	5,041
Total real estate investment, at cost	7,765
Acquired intangible assets:
Intangible lease asset	6,421


Net assets acquired	$	14,186

Additionally, during the three months ended June 30, 2026, the Company acquired the fee simple interest in one parcel of land at a property located in Lincoln, Nebraska. The Company’s ownership interest of this property was previously comprised of a long-term ground lease interest. The gross purchase price for the fee interest was $0.6 million, which includes capitalized external acquisition-related expenses. As a result of the transaction, $2.1 million that was previously classified as a below-market right-of-use asset, net was reclassified from other assets, net to land in the Company’s consolidated balance sheet as of June 30, 2026.

Property Dispositions and Real Estate Assets Held for Sale

The following table summarizes the Company’s property dispositions during the periods indicated below (dollars in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Total dispositions	8		4		10		4
Aggregate gross sales price	$	70,600	$	26,930	$	83,700	$	26,930

Gain on disposition of real estate assets	$	28,826	$	891	$	28,826	$	891
Property count	8		3		10		3

Impairments on disposition of real estate assets	$	—	$	1,165	$	—	$	1,165
Property count	—		1		—		1

As of June 30, 2026, the Company had no properties classified as held for sale.

Intangible Lease Assets and Liabilities

Intangible lease assets and liabilities consisted of the following as of the dates indicated below (in thousands, except weighted average useful life as of June 30, 2026):


	Weighted Average Useful Life (Years)	June 30, 2026		December 31, 2025
Intangible lease assets:
In-place leases, net of accumulated amortization of $149,712 and $152,989, respectively	11.5	$	40,059	$	43,906
Leasing commissions, net of accumulated amortization of $7,776 and $7,522, respectively	12.5	28,958		25,171
Above-market lease assets, net of accumulated amortization of $12,584 and $12,451, respectively	13.3	797		1,194
Deferred lease incentives, net of accumulated amortization of $1,563 and $1,295, respectively	12.3	8,058		5,676
Total intangible lease assets, net		$	77,872	$	75,947

Intangible lease liabilities:
Below-market lease liabilities, net of accumulated amortization of $21,231 and $20,211, respectively	15.3	$	17,429	$	18,449

The following table summarizes amortization recognized on the Company’s intangible lease assets and liabilities during the periods indicated below (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Amortization of in-place leases and leasing commissions included in depreciation and amortization expense	$	5,392	$	6,692	$	10,670	$	14,425
Amortization of above-market lease assets and below-market lease liabilities included as a net increase to rental revenue	$	312	$	321	$	624	$	675
Amortization of deferred lease incentives included as a net decrease to rental revenue	$	221	$	115	$	383	$	219

The following table provides the projected amortization expense and adjustments to rental revenue related to the intangible lease assets and liabilities for the next five years as of June 30, 2026 (in thousands):


	Remainder of 2026		2027		2028		2029		2030		2031
In-place leases:
Total projected to be included in amortization expense	$	6,453	$	7,944	$	5,902	$	3,182	$	2,761	$	2,387
Leasing commissions:
Total projected to be included in amortization expense	$	1,653	$	3,258	$	2,961	$	2,669	$	2,643	$	2,581
Above-market lease assets:
Total projected to be deducted from rental revenue	$	284	$	237	$	115	$	63	$	63	$	34
Deferred lease incentives:
Total projected to be deducted from rental revenue	$	404	$	808	$	795	$	784	$	781	$	779
Below-market lease liabilities:
Total projected to be added to rental revenue	$	908	$	1,766	$	1,682	$	1,500	$	1,425	$	1,135

Investment in Unconsolidated Joint Venture

The following is a summary of the Company’s investment in the Unconsolidated Joint Venture, as of the dates and for the periods indicated below (dollars in thousands):


	Ownership % (1)	Number of Properties	Carrying Value of Investment				Equity in Loss of Unconsolidated Joint Venture, Net
							Six Months Ended
Investment	June 30, 2026		June 30, 2026		December 31, 2025		June 30, 2026		June 30, 2025
Unconsolidated Joint Venture	20%	6	$	—	$	—	$	—	$	(517)

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(1)The Company’s ownership interest reflects its legal ownership interest. The Company’s legal ownership interest may, at times, not equal the Company’s economic interest because of various provisions in the joint venture agreement regarding capital contributions, distributions of cash flow based on capital account balances and allocations of profits and losses. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interest.

The non-recourse mortgage notes associated with the Unconsolidated Joint Venture, which had an outstanding principal balance of $125.6 million as of August 6, 2026, experienced a payment default at maturity during 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. During June 2026, the lenders agreed to extend the loan maturity date until July 31, 2026, to provide the Unconsolidated Joint Venture with time to consummate the sale of one of the six properties, however the sale transaction was subsequently terminated and the loan went back into default on August 1, 2026. The lenders have implemented an excess cash flow sweep and as a result of the loan default, the lenders have various additional rights and remedies that are customary in a non-recourse mortgage financing, such as the right to collect default interest, institute a proceeding for foreclosure and apply for the appointment of a receiver. The joint venture has delivered a proposed disposition strategy to the lenders for the six properties and remains in discussions with the lenders about next steps which may include a short-term extension and the requirement to sell one or more properties and utilize the proceeds to repay principal outstanding under the debt. The Company cannot provide any assurance that the Unconsolidated Joint Venture will be able to extend or refinance all or any portion of this debt obligation, complete the disposition of the six properties on favorable terms or in a timely manner, or at all, or that the lenders will not seek to enforce their remedies due to the ongoing payment default.

Due to the uncertainties with regard to recovery of its investments in the Unconsolidated Joint Venture, the Company recorded an other-than-temporary impairment loss on its investment in the Unconsolidated Joint Venture as of December 31, 2025, thereby reducing the carrying value of the investment to zero, and has recorded a loan loss reserve for the entire outstanding principal of its member loan to the Unconsolidated Joint Venture (the “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 unrecognized 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 three and six months ended June 30, 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.