Orion Office REIT Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits
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Real Estate Investment Trusts
Real Estate
| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 5, 2025
| ORION PROPERTIES INC. | ||||||||||||||||||||||||||
| (Exact name of Registrant as specified in its charter) | ||||||||||||||||||||||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||||
| (Address of principal executive offices, including zip code) | ||||||||||||||
| (Registrant’s telephone number, including area code) | ||||||||||||||||||||||||||||||||
| ORION OFFICE REIT INC. | ||||||||||||||
| (Former name or former address, if changed since last report) | ||||||||||||||
________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: | |||||||||||
| Title of each class: | Trading symbol(s): | Name of each exchange on which registered: | |||||||||
| $0.001 par value per share | |||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02. Results of Operations and Financial Condition.
On March 5, 2025, Orion Properties Inc. (formerly known as Orion Office REIT Inc.) (the “Company”) furnished the following documents: (i) a press release relating to its fourth quarter and full year 2024 results, attached hereto as Exhibit 99.1; and (ii) supplemental information for the quarter and year ended December 31, 2024, attached hereto as Exhibit 99.2. The information set forth in this Item 2.02 and in the attached Exhibits 99.1 and 99.2 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 5, 2025, the Company amended its Articles of Amendment and Restatement and Bylaws solely to change the corporate name from “Orion Office REIT Inc.” to “Orion Properties Inc.” A copy of the Company’s Articles of Amendment, as filed with the Maryland State Department of Assessments and Taxation, and the Company’s First Amendment to Second Amended and Restated Bylaws, are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
On March 5, 2025, the Company also entered into the First Amendment to Agreement of Limited Partnership (the “First Amendment”) of its operating partnership, Orion Office REIT LP (the “Operating Partnership”), to change the Operating Partnership’s name to Orion Properties LP effective as of March 5, 2025. A copy of the First Amendment is attached hereto as Exhibits 10.1 and is incorporated herein by reference.
Item 7.01. Regulation FD
On March 5, 2025, the Company issued a press release announcing its name change. A copy of the press release is furnished as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 10.1 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ORION PROPERTIES INC. | ||||||||
| By: | /s/ Gavin B. Brandon | |||||||
| Name: | Gavin B. Brandon | |||||||
| Title: | Chief Financial Officer, Executive Vice President and Treasurer | |||||||
Date: March 5, 2025