Orion Properties (ONL) Q4 2025 Earnings Transcript

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Date

Friday, March 6, 2026 at 10:00 a.m. ET

Call participants

• Chief Executive Officer — Paul McDowell
• Chief Financial Officer — Gavin Brandon

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Takeaways

• Leasing volume -- 900,000 square feet signed in fiscal 2025 (ended December 31, 2025), in addition to 1,100,000 square feet in 2024, with 183,000 square feet executed after year end, reflecting increased portfolio activity.
• Weighted average lease term (WALT) -- New fiscal 2025 leases averaged nearly 10 years; all fiscal 2025 leasing averaged 7.5 years; total portfolio approaching six years.
• Cash rent spreads -- Fourth quarter renewals up for the third straight quarter at 12.8%, though down 7.1% for the full year; renewal contracts reflected a 3.7% average increase between ending contract rents.
• Occupancy and leased rate -- Year-end leased rate improved by 600 basis points to over 80%; occupancy rate increased by 500 basis points to 78.7%.
• Lease rollover risk -- 2026 scheduled expirations total $11.4 million in annualized base rent, down from $16.2 million (fiscal 2025) and $39.4 million (2024).
• Leasing pipeline -- Over 1,000,000 square feet in active discussion or documentation as of call date, including several full-building and long-duration renewals.
• Property dispositions -- 10 properties totaling more than 960,000 square feet sold in fiscal 2025 for $81 million; two additional vacant assets sold after year end for over $13 million; $36 million in noncore assets under contract for near-term sale. Combined fiscal 2025 and near-term dispositions total approximately $130 million.
• Carry cost reduction -- Dispositions expected to cut annualized vacant property carry costs by $10.3 million.
• Dedicated use asset (DUA) shift -- Portfolio concentration in DUAs reached 35.8% of base rent at year end, up from 31.8% in the prior year.
• New acquisition -- Purchased Barilla Americas headquarters for $15 million (75,000 square feet) at a 10.8-year lease, approximately $15.30 per square foot net rent, with 2.5% annual increases; going-in cash capitalization rate of 8.1%, average capitalization rate of 9% over lease term.
• G&A expense -- Fiscal 2025 general and administrative expenses were $20.3 million, projected at $19.8 million to $20.8 million for 2026, with anticipated cost discipline offset by SOX 404 and legal expenses.
• Personnel actions -- Headcount reduced by more than 10% in fiscal 2025 and early 2026, with $1.8 million in estimated annualized G&A savings.
• Revolving credit facility -- Secured $215 million revolving facility maturing February 2029, with commitment and interest rate reductions; as of March 5, 2026, $127 million drawn, $88 million available.
• CMBS loan extension -- $355 million facility extended by 3.5 years to August 2030, with unchanged 4.971% fixed interest rate; as of March 5, 2026, $353 million outstanding and $37.7 million reserve balance.
• Full-year results -- Fiscal 2025 core FFO was $0.78 per share (including $0.09 lease termination income) versus $1.01 in 2024 ($0.04 lease termination income); revenues were $147.6 million compared to $164.9 million; adjusted EBITDA was $69 million compared to $82.8 million.
• Q4 results -- Revenue of $35.2 million, core FFO of $0.19 per share ($0.03 per share lease termination income), adjusted EBITDA of $16.1 million, G&A at $6 million, CapEx and leasing cost of $17.8 million.
• Net debt/EBITDA -- Fiscal 2025 year-end net debt to adjusted EBITDA was 6.8x; 6.2x net of restricted cash.
• Liquidity -- $145.9 million in total liquidity at year end, including $22.9 million cash and $123 million revolver capacity.
• Dividend -- Quarterly cash dividend of $0.02 per share for 2026 declared March 4, 2026.
• 2026 guidance -- Core FFO expected at $0.69-$0.76 per diluted share; net debt to adjusted EBITDA expected at 6.5x-7.3x; 2026 G&A projected at $19.8 million-$20.8 million.
• Joint venture update -- Arch Street JV investment reduced to zero carrying value as of December 31, 2025 due to partner capital constraints; contributed $0.05 to fiscal 2025 core FFO, not included in 2026 outlook beyond February.

Summary

Orion Properties (NYSE:ONL) reported progress stabilizing its office portfolio by advancing long-term lease structures, reducing upcoming lease rollover risk, and materially improving liquidity through significant property dispositions and updated credit facilities. Management disclosed an active public strategic options review to explore alternatives that could maximize stockholder value, while shifting portfolio exposure toward more durable dedicated use assets. Changes in joint venture accounting reduced the reported investment in the Arch Street partnership to zero, with potential loan collection dependent on further negotiations. The company set core FFO guidance for 2026 below prior levels, exclusive of lease termination income, reflecting the transitional phase and capital redeployment.

• Management stated, "we are finally set for meaningful growth from a core FFO standpoint over the next several years," indicating internal confidence in earnings momentum following portfolio repositioning.
• The new $215 million revolver aligns with a lower commitment and interest savings, described as providing "financial flexibility and term to continue to execute on our business plan."
• Lease renewal performance saw improvement in recent quarters but remained "volatile quarter-over-quarter" according to management, which also cautioned that future rent spreads may fluctuate.
• Management clarified that fiscal 2025 marked a trough for core FFO, after which recurring earnings are expected to grow as leasing initiatives take hold and capital is redeployed.
• Ongoing cost controls are partially offset by inevitable inflation, expected increased accounting fees associated with SOX 404 internal control audit requirements beginning in 2026, and legal and other expenses associated with managing an activist investor.

Industry glossary

• WALT (Weighted average lease term): The average remaining lease duration across a portfolio, weighted by each lease's contracted rent or square footage.
• Core FFO (Funds from operations): A REIT financial metric that adjusts FFO for transaction and nonrecurring items, aiming to measure recurring operating earnings.
• CapEx: Capital expenditures for improvements, tenant fit-outs, or property upgrades.
• DUA (Dedicated use asset): Properties tailored for specific tenant operations, such as medical, R&D, or lab facilities, where use cannot be replicated in typical office settings.
• CMBS loan: Commercial mortgage-backed securities loan secured by a pool of properties and typically held in trust for bondholders.

Full Conference Call Transcript

Paul McDowell: Good morning, everyone, and thank you for joining us on Orion Properties Inc.’s 2025 Year End Earnings Call. As recently announced, Orion Properties Inc. has begun a strategic options review process as management and the board of directors continue to explore pathways to unlock value for our shareholders. Since this process is in the early stages, we will focus today's call on our operating performance and the tremendous progress we made further stabilizing the portfolio and executing our business plan during 2025, which has now positioned us for core FFO earnings growth in 2026 and beyond.

We completed over 900,000 square feet of leasing in 2025, on top of the 1,100,000 square feet we leased in 2024, reflecting an improving market backdrop. We also signed an additional 183,000 square feet after year end. These are meaningful volumes, particularly given the reduced size of our portfolio and have really moved the needle to enhance the quality and stability of our lease roll. One critical metric to measure our success is weighted average lease term, or WALT, which averaged nearly 10 years on new leases signed in 2025. This is nearly double our portfolio average WALT.

Overall, the average WALT for all leasing activity in 2025 was 7.5 years, which continues to move in the right direction and is approaching six years for the total portfolio. Cash rent spreads on fourth quarter renewals were up for the third straight quarter at 12.8%, though overall, 2025 rent spreads remained volatile and were down 7.1% for the year, but were up an average of 3.7% when comparing ending rents in the current term versus ending rents in the renewal term.

Importantly, our 2025 leasing momentum and noncore dispositions translated into a 600 basis point improvement in our leased rate year-over-year to over 80% at year end and a 500 basis point improvement in our occupancy rate to 78.7% at year end. Equally significant, our lease rollover profile has improved and we entered 2026 with scheduled lease expirations totaling just $11.4 million of annualized base rent in 2026. This is relative to the nearly $16.2 million of annualized base rent that was scheduled to expire in 2025 and $39.4 million in 2024.

This positions us to drive further occupancy gains and stabilize revenues as we continue to lease, sell vacant properties, and selectively recycle capital into new cash-flowing assets throughout this year and into next. Leasing momentum remains constructive so far in 2026. Our pipeline is robust, and we have over 1,000,000 square feet in either discussion or documentation stages, which includes several full building leases as well as longer duration renewals and new leases with terms materially greater than the average of our portfolio. Our accelerating portfolio improvement through increased disposition activity was another key story for the year.

During 2025, we sold 10 properties totaling more than 960,000 square feet for approximately $81 million of gross proceeds, which included two vacant traditional office properties and one stabilized traditional office property sold in the fourth quarter for $32 million. Subsequent to year end, we sold two more vacant properties in Bedford, Massachusetts, and Malvern, Pennsylvania, totaling an additional 516,000 square feet for over $13 million, and are under contract to sell additional noncore properties for gross proceeds of roughly $36 million in the near term, including the 37.4-acre Deerfield, Illinois property where we completed the demolition of the six buildings formerly leased to Walgreens during the fourth quarter.

While the per square foot price of these sales varied from $17 per square foot to $216 per square foot, our focus was on selling properties where we felt the releasing prospects did not outweigh the burden of continuing to carry them. These sale transactions will substantially reduce the estimated carry costs associated with these vacant properties by a combined $10.3 million annually. Our 2025 and near-term dispositions will generate a total of roughly $130 million, and this has allowed us to maintain reasonable debt levels while still funding vital tenant improvement allowances, leasing commissions, and other capital expenditures to support our strong leasing activity.

We are also actively evaluating opportunities to recycle a modest percentage of these proceeds into acquisitions as we continue to shift our portfolio concentration away from traditional suburban office properties and toward dedicated use assets, or DUAs, where our tenants perform work that cannot be replicated from home or relocated to a generic office setting. These property types include medical, lab, R&D, flex, and government properties, all of which we already own. Our experience is that these assets tend to exhibit stronger renewal trends, higher tenant investment, and more durable cash flows. A terrific example of this strategy is the Barilla Americas headquarters building we just purchased at the end of last week in Northbrook, Illinois.

In addition to serving as Barilla's headquarters, the building also houses their sole test kitchen and R&D facility in the U.S. Worldwide, the Barilla Group is the world's largest maker of pasta and their pasta and sauces are a familiar sight on U.S. grocery shelves. The 75,000 square foot building is subject to a 10.8-year lease with current net rents at approximately $15.30 per square foot and growing 2.5% annually. We bought the property for $15 million, equating to a going-in cash capitalization rate of 8.1% and an average capitalization rate over the approximately 11-year lease term of 9%.

At year end, approximately 35.8% of our portfolio by annualized base rent consisted of dedicated use assets, versus 31.8% at the end of 2024, and we expect this percentage will continue to increase over time through disposition activity and targeted acquisitions. We recognize, as a small cap REIT, that G&A expense is a very important consideration and we remain disciplined on expenses at the corporate level. In 2025 and early 2026, we reduced headcount by more than 10%, including at the executive and senior vice president levels, and managed controllable G&A. We estimate these initiatives will generate about $1.8 million of annualized savings.

These efforts are, however, offset by inevitable inflation, expected increased accounting fees associated with SOX 404 internal control audit requirements beginning in 2026 for us, and legal and other expenses associated with managing an activist investor. Turning very briefly to the balance sheet, as Gavin will give more detail in his remarks. In February, we were able to deal with both our major debt maturities that had been scheduled to come due within the next year. First, with the support of our existing lenders, we entered into a new $215 million secured revolving facility which will mature in February 2029, inclusive of two six-month extension options.

Second, we extended our existing $355 million CMBS loan by three and a half years to August 2030, inclusive of two extension options totaling 18 months. These very significant achievements give us the financial flexibility and term to continue to execute on our business plan. A final note on our strategic options process. While we have increasing confidence in our stand-alone prospects, over the past three years, as we have consistently disclosed, management and the board have devoted time to considering avenues for Orion Properties Inc. to potentially pursue in addition to our business plan.

Our ongoing public strategic options review process will provide further opportunity to consider with our board and our financial advisers what could be a range of potential strategic alternatives to maximize stockholder value. And as we have said before, we remain very open to pursuing any actionable proposals. To sum up, the progress we have made over the past four years, and which progress accelerated in 2025, has materially de-risked and stabilized our portfolio and we are finally set for meaningful growth from a core FFO standpoint over the next several years.

Our priorities in 2026 remain: improve portfolio quality, lengthen WALT, renew tenants and fill vacant space, reduce risk, lower expenses, prudently manage leverage, and position Orion Properties Inc. with a more stable and durable earnings profile. We believe these are the right steps to unlock long-term value which will make Orion Properties Inc. attractive to investors and potential strategic partners alike. I will now turn the call over to Gavin Brandon for the financial results.

Gavin Brandon: Thanks, Paul. For the fourth quarter of 2025 compared to 2024, Orion Properties Inc. had total revenues of $35.2 million as compared to $38.4 million, and core FFO of $0.19 per share as compared to $0.18 per share. As expected, we recognized $0.03 per share of lease termination income in 2025 associated with the Fresno, California asset sale. Adjusted EBITDA of $16.1 million versus $16.6 million. The year-over-year changes in operating income are primarily related to current year vacancies and costs incurred for the Deerfield demolition, offset by income from our San Ramon property acquired in 2024 and carry cost savings from dispositions of vacant assets. G&A came in as expected at $6 million compared to $6.1 million.

CapEx and leasing costs were $17.8 million compared to $8.2 million, which primarily relates to work performed at our Buffalo, New York property for our new 160,000 square foot lease with Ingram Micro, which is expected to commence in April 2026, and at our Lincoln, Nebraska property where our new 886,000 square foot lease with the United States government commenced in February 2026. For the full year 2025 compared to 2024, Orion Properties Inc. had total revenues of $147.6 million as compared to $164.9 million, and core FFO of $0.78 per share, which included approximately $0.09 per share of income from lease terminations and end-of-lease obligations.

This compares to core FFO of $1.01 in 2024, which included $0.04 per share of lease termination income. Adjusted EBITDA was $69 million versus $82.8 million. The year-over-year decreases in operating income are primarily related to current year vacancies and costs incurred for the demolition discussed earlier, offset by income from our 2024 acquisition and carry cost savings from dispositions of vacant assets, as well as successful property tax appeals. G&A came in as expected at $20.3 million as compared to $20.1 million in 2024. 2025 G&A includes $423,000 in legal and other expenses related to managing an activist investor. CapEx and leasing costs were $60 million compared to $24.1 million in the prior year.

The increase in CapEx in 2025 was driven by completion of landlord and tenant improvement work related to the acceleration in our leasing activity. As we have previously discussed, CapEx timing is dependent on when leases are signed and work is completed on leased properties. We expect to allocate more capital to CapEx over time as leases roll and new and existing tenants draw upon their tenant improvement allowances. Our net debt to full-year adjusted EBITDA was a relatively conservative 6.8x at year end, and on a modified basis, net of restricted cash, was approximately 6.2x.

As of 12/31/2025, and as adjusted for our new secured $215 million revolver, we had total liquidity of $145.9 million, including $22.9 million of cash and cash equivalents and $123 million of available revolver capacity. We also had $39.9 million of restricted cash, including our pro rata share of the joint venture's restricted cash. Orion Properties Inc. continues to manage leverage while maintaining significant liquidity to support our ongoing leasing efforts and provide the financial flexibility needed to execute on our business plan for the next several years. Since our spin, we have repaid a net $173 million of outstanding debt as of year end while supporting our current business plan.

As Paul mentioned, on February 18, we entered into a credit agreement for a new senior secured credit facility revolver, which refinances our original credit facility revolver. The new credit facility revolver extends the maturity date until February 2029, including two six-month borrower extension options. It reduces the lender's commitment to $215 million to more closely align with our business plan, reduces the interest rate margin on our borrowings by 50 basis points to SOFR plus 2.75%, and eliminates the 10 basis point SOFR adjustment, which will help to lower future interest expense. As of 03/05/2026, we had $127 million outstanding and $88 million of borrowing capacity under our new credit facility revolver.

We appreciate the continued support from our lending group and the timeliness of executing the credit agreement prior to our 10-K filing, which alleviated any accounting disclosures with respect to near-term debt maturities. On February 17, we amended our CMBS loan. The loan modification agreement extends the maturity date by two years to February 2029, subject to two borrower extension options for a total of 18 months until August 2030.

During this time, the fixed interest rate on the CMBS loan of 4.971% will remain unchanged, and excess cash flows after payment of interest and property operating expenses will be swept by the lender to be applied to a combination of prepaying the outstanding principal balance of the CMBS loan and funding reserves which we can access principally for capital expenditures. As part of the loan modification, we negotiated partial release provisions for certain assets in the pool that we may dispose of and repay principal. Additionally, yield maintenance premiums will no longer apply to principal payments made during the term.

Potential property dispositions, as well as the amortizing nature of the CMBS loan, will repay principal and reduce interest expense during the term, further lowering leverage over the next several years. As of 03/05/2026, we had $353 million outstanding under the CMBS loan and $37.7 million in an all-purpose reserve. Turning to the York Street joint venture. The nonrecourse mortgage debt was $128.8 million as of year end, and our 20% share of that was $25.8 million. Due to the capital constraints of our joint venture partner, the joint venture was unable to make an approximately $16 million loan principal prepayment to satisfy the 60% loan-to-value condition to extend this debt obligation until 11/27/2026.

The lenders have been providing short-term extensions while the joint venture remains in active, cooperative discussions with the lenders with respect to the plans of the portfolio and an additional extension. Further, the joint venture has entered into a contract to sell one of the assets out of the portfolio and is in active discussions with the lenders on additional asset sales to repay debt. Due to the uncertainties regarding the Arch Street joint venture investments, as of 12/31/2025, we reduced the carrying value of our investment to zero and recorded a loan loss reserve against our member loan to the Arch Street joint venture.

The impairments are driven by accounting rules, which are focused on the probable recoverability of our investment in and collection of the member loan based on facts and circumstances as of 12/31/2025. The Arch Street joint venture contributed approximately $0.05 of core FFO in 2025, which primarily related to interest income from our member loan and management fees. We have not included income from the JV in our outlook for this year past February 2026.

While we have written our investment in the JV down due to the uncertainty around the debt finance and our partner's ability to meet capital calls, we continue to believe that the portfolio, which is performing with an occupancy rate of 100% and a weighted average lease term of 6.3 years, has positive equity. We expect to continue to work with the JV's lenders and our JV partner to find a way to collect our member loan in full and unlock our equity. As for the dividend, on 03/04/2026, Orion Properties Inc.’s board of directors declared a quarterly cash dividend of $0.02 per share for 2026. Turning to our 2026 outlook.

As previewed last quarter, 2025 represented a trough for our core FFO, excluding lease-related termination income, as our recent leasing and capital initiatives begin to translate into improved recurring earnings power over 2026 and beyond. Core FFO for the year is expected to range from $0.69 to $0.76 per diluted share. As a reminder, core FFO for 2025 would have been $0.69, excluding $0.09 of lease termination income. G&A is expected to range from $19.8 million to $20.8 million. Excluding noncash compensation, we expect 2026 G&A will be in line or slightly better than 2025. We also do not expect G&A to rise significantly in the outer years, including noncash compensation.

As a percentage of revenue and total assets, our G&A remains in line with other similarly sized public REITs. Net debt to adjusted EBITDA is expected to range from 6.5x to 7.3x. With that, we will open the line for questions.

Operator: Thank you. If you would like to ask a question, you may press star followed by one. You may press two if you would like to remove your question from the queue, before pressing the star keys. Our first question is from Mitch Germain with Citizens JMP. Please proceed.

Mitch Germain: Thank you. It seems like your leasing pipeline is almost two times higher relative to last quarter. Is that just an overall conviction that you are seeing in office leasing? Is the tide really turning a bit more positively here?

Paul McDowell: Good morning, Mitch. I think it is probably a little bit of both, frankly. You know, our portfolio is not very big, so the numbers can move pretty dramatically if we start to get some leasing momentum on one or two properties, which is exactly the case that has occurred from last quarter to this quarter. And I would characterize that leasing momentum that we have gotten as a result of the market improving somewhat. So I think it is a bit of both. But I would reemphasize that the number may be volatile quarter over quarter.

Mitch Germain: And from a historical context, and I know that the track record is three, four years for you guys, when you look at your leasing pipeline and compare that to the success rate that you have had, maybe if you have thought about what the percentage is that you have seen historically in your ability to take the pipeline into a lease?

Paul McDowell: We have not calculated that specifically. But I will tell you, Mitch, that our success rate has improved very significantly over the past two years. I think, in 2023, you might remember, we only leased 230,000 square feet of space and we did not have any new leases. And in 2024, we did 1,100,000 square feet, and in 2025, we did 900,000 square feet, and 183,000 square feet so far this year, with a pretty strong pipeline. So I would say that our ability to turn inquiry into signed leases has really improved a lot.

And I would say that the decision-making process at tenants has also shortened up quite significantly, where they are now looking at space, deciding it meets their needs, and then entering into lease negotiations with us.

Mitch Germain: That is helpful. Last one for me. The Barilla transaction, was that a broker that brought it to you, was it a relationship, and I do understand some of the criteria as to why you consider it a stronghold or an investment, and maybe what percentage of the asset is office versus nontraditional or more like industrial space? If you could provide some context there.

Paul McDowell: Well, the transaction came to us through the broker. You know, it was brokered. It was a marketed transaction, so we saw it as well as other market participants. Stephanie Peacher works for us, she is the one who does acquisitions, and so she keeps a close eye on the market, and she brought that in from the brokerage community. The property itself contains the test kitchens and R&D facilities for the Barilla operations here in North America and South America as well, so very important. From a percentage perspective, about half, roughly, is their test and R&D, and half is office.

Mitch Germain: Thank you.

Operator: Our next question is from Matthew Gardner with JonesTrading. Please proceed.

Matthew Gardner: Hey, good morning, guys, and thanks for taking the question. It is good to see you back in the market acquiring properties. How should we think about the pace of the remaining, I guess, vacant properties being disposed of throughout the year, and then what should we look for from you to go out and acquire more properties?

Paul McDowell: Yes, that is a great question. On the vacant property side, it is important to note that we had a huge amount of activity in 2025—obviously, 10 properties in 2025 and then two additional vacant properties in 2026—and then we have pending a couple of additional sales, our vacant land in Deerfield, Illinois. With respect to the pace of vacant sales in the future, we do not have that much vacancy left, but as we generate—as vacancy comes online, we are going to take a hard look, and we will make a judgment about whether or not we sell those properties or whether we hold them for lease-up.

Some of the vacancy that we have now, we feel pretty confident about our ability to lease it up, so that is the primary focus. With respect to acquisitions, we have been very judicious. This is only our second acquisition since the spin.

But we do want to recycle capital, and so when we have capital recycled from sale of either vacant properties or stabilized properties, both of which we did last year, we look at that capital, and we can allocate it towards debt repayment, we can allocate it towards our existing asset base for tenant improvements and leasing commissions and building improvements and the like, or we can allocate it towards acquisitions, all of which we expect to do during the course of this year.

Matthew Gardner: I guess just looking at the upcoming lease maturities, it looks like through 2028, there is a little under 46% that is scheduled to roll over. What kind of opportunity does this present to you in terms of being able to go out there and grow these cash spreads and generate that FFO growth?

Paul McDowell: Well, I think we do expect core FFO to grow meaningfully in the coming years as the portfolio stabilizes and as we rent stuff up. We have had, I would characterize it, which is I think reflective of the broader market, mixed renewal rent increases or decreases. Sometimes the market requires us to lower rents for renewal because that is just what the market will bear. But as we have seen at the end of last year, where we had three quarters in a row of increases in renewal rents, we hope that continues into 2026 and 2027 as the market gradually recovers. But I think it is going to be volatile quarter over quarter.

Matthew Gardner: Got it. That is helpful. Thank you, guys.

Operator: There are no further questions at this time. I would like to turn the conference back over to Paul for closing remarks.

Paul McDowell: Okay. Thank you, everyone, for joining us today on the call. We had a terrific year in 2025, and we are hoping to have just as good a year in 2026. We look forward to updating you on our first quarter later in the year. Thank you.

Operator: Thank you. This will conclude today's conference. You may disconnect at this time, and thank you for your participation.

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