ONL News & Events

Orion Properties announced a strategic options review process and a cooperation agreement signed with The Kawa Fund. Orion is announcing a review of strategic options for the company, which may include, among other things, 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 board has directed management, together with Orion's outside financial and legal advisors, to conduct a process designed to evaluate actionable strategic alternatives. In association with announcing a review of strategic options and pursuant to the cooperation agreement, Kawa has agreed to withdraw its notice to nominate five individuals to stand for election to the Orion board of directors at the company's 2026 annual meeting of stockholders. Kawa has also agreed to certain standstill, voting and confidentiality commitments set forth in the cooperation agreement. The cooperation agreement provides Kawa the opportunity, if Kawa desires, to participate in the strategic options review process on substantially the same terms as other bona fide third parties to receive confidential information and submit a proposal for a strategic transaction. The board made the following statement: "The Orion Board of Directors remains firmly committed to acting in the best interests of all stockholders and has always been open to different ways to grow stockholder value. Over the past three years, the Board has devoted time to considering potential avenues for Orion to potentially pursue in addition to our stand-alone business plan. The strategic options review process will provide further opportunity to consider a range of potential strategic alternatives to maximize stockholder value. We look forward to working diligently with our external advisors to identify the best path for the future of Orion and all of our stockholders and to evaluate credible and actionable proposals."

Orion Properties announced that the notice submitted by The Kawa Fund Limited, which purported to nominate five candidates to stand for election to Orion's board of directors at the company's 2026 annual meeting, is invalid. Orion's board of directors reviewed Kawa's notice and unanimously determined that the submission did not meet several requirements set forth in Orion's bylaws, including the requirement that Kawa be a record holder of the company's common stock. Because Kawa failed to deliver a notice that complies with Orion's bylaws prior to the nomination deadline, Kawa is not entitled to nominate any candidates for election to the board at the 2026 annual meeting.