Orion Properties Inc. 8-K

What Happened
Orion Properties Inc. (ONL) announced on January 26, 2026 that it entered into a Cooperation Agreement with The Kawa Fund Limited and Kawa Capital Management, Inc. Under the agreement Kawa withdrew its notice of intent to nominate director candidates for Orion’s 2026 annual meeting and the Company commenced a Strategic Review Process to consider potential acquisitions, a sale of the company, or continuing as an independent public company. The Company filed a press release and the Cooperation Agreement as exhibits to the 8-K.

Key Details

• Agreement signed: January 26, 2026; parties: Orion and Kawa (The Kawa Fund Limited and Kawa Capital Management, Inc.).
• Kawa withdrew its notice to nominate director candidates for the Company’s 2026 annual meeting upon execution.
• Strategic Review Process may include potential acquisitions, mergers, a sale of the Company, or remaining independent; the Board is not obligated to pursue or consummate any transaction.
• Kawa may participate in the Strategic Review on substantially the same terms as other participants; agreement includes customary standstill and non-disparagement provisions and will terminate on September 1, 2026.
• Kawa must cause shares it controls to be present for quorum at the 2026 annual meeting and must refrain from withholding votes or voting against Board-nominated directors.

Why It Matters
This agreement reduces the immediate prospect of a proxy fight by having Kawa withdraw its nomination and establishes a formal review of strategic alternatives, which could lead to a material transaction (e.g., sale or merger) or no change at all. The Board retains fiduciary duties and is not required to take any action inconsistent with those duties. Investors should monitor future filings and announcements for developments from the Strategic Review Process, potential transaction terms, or changes in governance.