ONL 10-K & 10-Q changes, risk factors and insider trading

Weak economic conditions generally, sustained uncertainty about global economic conditions, a tightening of credit markets, business layoffs, downsizing, industry slowdowns and other similar factors that affect our tenants havecould negatively impactedimpact commercial real estate fundamentals and may continue to do so, which has resulted and may continue to result in lower occupancy, lower rental rates and declining values in our real estate portfolio. Additionally, these factors and conditions have had and may continue to have an impact on our lenders or tenants, which could cause them to reduce their business with us or fail to meet their obligations to us. We are subject to the risk of risingincreases in interest rates, including that our borrowing costs may increase and we may be unable to extend or refinance our debt obligations on favorable terms or at all. We are also subject to the risk of inflation, including that our operating costs, such as insurance premiums, utilities, real estate taxes and capital expenditures and repair and maintenance costs, may rise. We also may be unable to offset any increases in our borrowing costs or operating costs by increases in our rental revenues which are generally fixed. No assurances can be given regarding such macroeconomic factors or conditions, and our ability to lease our properties and increase or maintain rental rates or the profitability of our properties may be negatively impacted, which may have a material adverse effect on our business, financial condition and results of operations.

Changes in workplace practices and office space utilization, including remote and hybrid work arrangements, have negatively impacted our company and these factors may continue and worsen. For example, the increased adoptionacceptance of and familiarity with remote and hybrid work practices has resulted in decreased demand for and utilization of office space. These trends have impacted our leasing efforts as certain of our tenants have elected to not renew their leases, or to renew them for less space than they were occupying, resulting in increases in vacancy rates at our properties and decreases in rental income. Remote and hybrid work practices may continue to persist, which may cause the trends impacting our leasing efforts to continue or even accelerate. Tenants’ evolving preferences regarding office space configuration either in response to the COVID-19 pandemic or for other reasons, may impact their space requirements and also has required and may continue to require us to spend increased amounts for tenant improvements. If a tenant wants to reduce its leasing footprint or substantial office space reconfiguration is required, asuch tenant may explore other office space and find it more advantageous to relocate than to renew its lease and downsize or renovate the existing space. Less successful leasing efforts, lower rents and increased leasing costs have caused our business, operating results, financial condition and prospects to be materially adversely impacted, and may continue to do so.

We derive nearly all of our net income from rent received from our tenants, and our profitability is significantly dependent upon our ability to minimize vacancies in our properties and ensure our tenants timely pay rent at an attractive rate. If a tenant experiences a downturn in its business or other types of financial distress, it may be unable to make timely rental payments. If lease defaults occur, we may experience delays in enforcing our rights as landlord. Leases representing approximately 13.5%10.2% of our annualized base rent are scheduled to expire in 2025,2026, and as of December 31, 2024,2025, our portfolio, including our proportionate share of properties owned by the Arch Street Joint Venture, had a weighted average lease term of 5.25.7 years, and had 11five vacant operating properties, with an aggregate 1.70.5 million square feet, including sixfour operating properties, with an aggregate of 0.60.4 million square feet, that have remained vacant for over one year. If our tenants decide not to renew their leases, terminate their leases early or default on their leases, we will experience a loss in the associated rental revenue and will incur property operating costs that will no longer be reimbursed by the vacating tenant. When tenant leases expire, we confirm the condition of the premises and will seek to enforce the performance of any outstanding tenant obligations, such as repair and maintenance and lease surrender obligations. These efforts can lead to disputes with the tenants, and we cannot provide any assurance we will be successful in enforcing the tenant’s obligations. Accordingly, we may incur enforcement and property operating and capital costs in connection with expired leases that may not be recoverable. Tenant lease expirations, delays in re-leasing vacant space and tenant defaults could have a material adverse effect on our financial condition, results of operations and ability to pay dividends to stockholders.

During the year ended December 31, 2024, mostMost of our rental revenue wasis from our properties leased to single tenants. The value of our single tenant properties is materially dependent on the performance of those tenants under their respective leases. TheseOur tenants face competition within their industries and other factors that could reduce their ability to pay us rent. Lease payment defaults by such tenants could cause us to reduce the amount of distributions that we pay to our stockholders. A default by a single or major tenant, the failure of a guarantor to fulfill its obligations or premature termination of a lease to such a tenant or such tenant’s election not to extend a lease upon its expiration could have an adverse effect on our financial condition, results of operations, liquidity and ability to pay distributions to our stockholders.

We believe that recent government budgetary and spending priorities and enhancements in technology have resulted in a decrease in government office use for employees. Furthermore, over the past several years, government tenants have reduced their space utilization per employee and consolidated government tenants into existing government owned properties. Persistent remote and hybrid work practices have also reduced space utilization at many of our government properties. These factors have reduced the demand for government leased space, and may continue to do so. The Trump Administration’s initiative to dramatically cut government spending introduces additional uncertainty for our portfolio of properties leased to the United States Government. The Department of Government Efficiency (“DOGE”) has begun to look at ways to increase government office utilizationso and shrink the federal government’s real estate portfolio. This could lead to the General Services Administration (“GSA”) exercising termination options under or otherwise seeking to terminate our leases with the United States Government ormay make it more likely the United States Government terminates the applicable lease at lease expiration. As of December 31, 2024,2025, approximately 94,00072,000 of our occupied square feet leased to the GSA were within periods during which the tenant has the right to terminate their space without a termination fee, or “non-firm terms.” The GSA recently announced a suspension of the execution of substantially all GSA funded obligations, including new leases and lease amendments. This action by the GSA has resulted in delays of the GSA authorizing us to proceed with landlord work at our property in Lincoln, Nebraska and that is a condition to lease commencement of our lease with the United States Government at this property, as well as delays in lease negotiations at certain other properties leased to the United States Government. We do not know how long the suspension will continue and cannot provide any assurance as to how ongoing developments with respect to DOGE and the Trump Administration’s efforts to reduce government spending may impact our portfolio of properties leased to the United States Government. Efforts to manage space utilization rates and reduce government spending may result in the government tenants exercising early termination rights under our leases, vacating our properties upon expiration of our leases in order to relocate, or renewing their leases for less space than they currently occupy. Also, our government tenants’ desire to reconfigure leased office space to manage utilization per employee may require us to spend significant amounts for tenant improvements, and tenant relocations are often more prevalent in those circumstances. Compared to our historical experience with government tenants, the current government tenants’ leasing decisions and strategies may be less predictable. Additionally, the COVID-19 pandemic and its aftermath have had negative impacts on government budgets and resources, and it is unclear what the effect of these impacts will be on government demand for leasing office space.

•weWe mayhave bemade unableequity to recover ourand member loan or other investments in the jointArch ventureStreet inJoint aVenture timelywhich mannermay ornot atbe all; andrecoverable.

We are invested in the Arch Street Joint Venture and have co-invested and may in the future co-invest with third parties through partnerships, joint ventures or other structures in which we acquire non-controlling interests in, or share responsibility for, managing the affairs of a property, partnership, co-tenancy or other entity. Our ability to determine the strategy with respect to properties we own through the Arch Street Joint Venture is materially limited compared to acquisitions we make directly, including with respect to leasing, dispositiondisposition, financing and jointliquidation venture opportunitiesdecisions (including if such actions are necessary to maintain compliance with our debt commitments).

As part of our investment strategy, we intend to shift our portfolio concentration over time away from traditional office properties, towards more dedicated use assets that have an office component. We believe that by doing so we will increase that value of our portfolio, as it is our experience that dedicated use assets have greater tenant utilization and higher renewal probability. As of December 31, 2024,2025, our portfolio was comprised of 75.0%70.1% and 68.2%64.2% traditional office properties, calculated based on rentable square feet and annualized base rent, respectively. In order to increase the percentage of dedicated use assets in our portfolio, we will needintend to acquire additional dedicated use assets and/or dispose of traditional office properties. Our ability to acquire new properties and dispose of existing properties in our portfolio is dependent upon competitive and market conditions, which may not be favorable to us at any given time, as well as other factors outside of our control. We may not be successful in executing our strategy of shifting our portfolio concentration over time towards more dedicated use assets, and whether or not we are successful in executing such strategy, we may not achieve our objective of increasing the value of our portfolio.

We mayintend acquireto pursue acquisitions of additional commercial real estate properties ifas marketpart conditionsof permitour andbusiness we are presented with an attractive opportunity to do so.strategy. We may face competition for such acquisition opportunities from other investors, and such competition may adversely affect us by subjecting us to the following risks:

•changes in supply of or demand for office properties in our market or sub-markets;

•civil unrest, actsrumors or threats of war, terrorism, adverse political conditions, acts of God, including earthquakes, hurricanes and other natural disasters (which may result in uninsured losses) and other factors beyond our control.

We compete with a number of other owners and operators of officecompetitive properties to renew leases with our existing tenants and to attract new tenants. If our properties are not as attractive to existing or new tenants as properties owned by our competitors due to the age of the buildings, physical condition, lack of amenities or other similar factors, we could lose tenants, it could take longer to re-lease our properties and we could suffer lower rental rates. To the extent that we are able to renew leases that are scheduled to expire in the short-term or re-let such space to new tenants, heightened competition may require us to give rent concessions or provide tenant improvements to a greater extent than we otherwise would have.

Certain of our leases permit our tenants to terminate their leases as to all or a portion of their leased premises prior to their stated lease expiration dates under certain circumstances, such as providing notice by a certain date and, in most cases, paying a termination fee. As of December 31, 2024,2025, 11.2%12.3% of our occupied square footage was subject to early termination provisions. There were no tenant-exercised early lease termination options during the year ended December 31, 2025. During the year ended December 31, 2024, one tenant exercised an early termination option which will resultresulted in the partial termination of approximately 30,000 square feet under an approximately 127,000 square foot lease effective in May 2025. We and the year ending December 31, 2025. During the year ended December 31, 2023, one tenant exercisedagreed on an early termination option, which resulted inof the partialremaining termination of approximately 30,00097,000 square feet underleased anto approximatelythis 200,000tenant squareas footpart leaseof a simultaneous sale of the property in theOctober year ended December 31, 2023.2025. To the extent that our tenants exercise early termination rights, our cash flow and earnings will be adversely affected, and we can provide no assurances that we will be able to generate an equivalent amount of net effective rent by leasing the vacated space to new third-party tenants. If our tenants elect to terminate their leases early, it may have a material adverse effect on our business, financial condition and results of operations.

Our ability to arrange additional financing will depend on, among other factors, the lender’s view of the quality of our portfolio, including tenant credit quality and weighted average lease term, our financial position and performance, as well as prevailing market conditions and other factors beyond our control. If we are able to obtain additional financing, such financing could further raise our borrowing costs and adversely impact our ability to satisfy our obligations under our indebtedness, which may have a material adverse effect on our business, financial condition and results of operations.

We have existing debt and refinancing risks that could have a material adverse effect on our business, financial condition and results of operations, including the risk that we will be unable to extend or refinance some or all of our debt.debt, or that the lenders will not seek to enforce their remedies due to the existing payment default under the Arch Street Joint Venture mortgage notes.

We have both fixed and variable rate indebtedness and may incur additional indebtedness in the future, including borrowings under our New Revolving Facility. As described in more detail in the section in this report entitled “Management’s Discussion and Analysis of Results of Operations and Financial Condition - Liquidity and Capital Resources - Credit Agreements”, in February 2026, we entered into a credit agreement for the New Revolving Facility and the Original Revolving Facility was terminated and the indebtedness thereunder discharged and paid in full with borrowings under the New Revolving Facility. Our New Revolving Facility under which we had $119.0 million borrowed as of December 31, 2024 is scheduled to mature in May 2026, and our $355.0 million CMBS Loan is scheduled to mature in February 2027.2028 and we have options to extend such maturity date until February 2029 if we satisfy certain conditions. Additionally, as described in more detail in the section of this report entitled Management’s Discussion and Analysis of Results of Operations and Financial Condition - Liquidity and Capital Resources - CMBS Loan”, our CMBS loan is now scheduled to mature in February 2029 and we have options to further extend such maturity date an additional 18 months until August 2030 if we satisfy certain conditions. We are dependent upon the New Revolving Facility, which is a fully recourse borrowing facility secured by our ownership interest in 28 of our properties and related collateral and guaranteed in full by us, for liquidity to execute our business strategies, and our CMBS Loan provides cross-collateralized financing for a total of 19 properties in our portfolio, and therefore the lender will have recourse to any and all of the assets that secure the debt in the event we default. We cannot provide assurance we will be able to extend, refinance or repay these debt obligations at maturity. Our ability to extend or refinance debt will be affected by our financial condition and various other factors existing at the relevant time, including factors beyond our control, such as capital and credit market conditions, the state of the national and regional economies, local real estate conditions and the equity in and value of the related collateral. We may be required to make significant principal repayments to extend or refinance our debt obligations.

•that any default on our debt, due to noncompliancenon-compliance with financial covenants or otherwise, could result in acceleration of those obligations;

We have incurred debt pursuant to the New Revolving Facility and the CMBS Loan. The credit agreement governing the New Revolving Facility and the CMBS Loan each contain various financial and other covenants, including, with respect to the Revolving Facility, various financial covenants and other covenants restricting, subject to certain exceptions, liens, investments, mergers, asset sales, and the payment of certain dividends and share repurchases. The financial covenants under the New Revolving Facility are discussed in the section in this report entitled “Management’s Discussion and Analysis of Results of Operations and Financial Condition – Liquidity and Capital Resources – Credit Agreements – Revolving Facility Covenants”. TheIn addition, pursuant to the February 2026 Loan Modification Agreement described herein, the CMBS Loan includescontains a minimumcash debtsweep yieldarrangement, testwhereby ofeach 8.0%.month Failureuntil to satisfy this test, although not an event of default undermaturity, the indebtedness,lender couldwill causesweep all monthly excess cash flows from the 19 properties financed,properties, after debtpayment service,of interest and certain property operating expensesexpenses. andDuring loanthe reserves,initial extension period, the lender will apply one-half of such excess funds to be diverted toprepay the lender,outstanding asprincipal additionalbalance collateral until the minimum debt yield test has been satisfied. Underof the CMBS LoanLoan, agreement,and wethe areother permittedhalf to prepay outstanding principal underfund the indebtednessall-purpose to satisfy the debt yield test. As of September 30, 2024 (most recent reporting period available and confirmed with lender) the minimum debt yield was satisfied. Our ability to continue to meet the debt yield test will be dependent upon whether leases that are scheduled to expire in the collateral pool are extended and if they do not the pace at which we re-lease the properties following lease expiration. We cannot provide any assurance that we will continue to satisfy the minimum debt yield test under the CMBS Loan through maturity of the indebtedness in February 2027, and our failure to do so could have a material adverse effect on our liquidity.reserve.

The financial and other covenants under our existing indebtedness, as well as any additional restrictions to which we may become subject in connection with additional financings or refinancings, could restrict our ability to pursue business initiatives, effect certain transactions or make other changes to our business that may otherwise be beneficial to us, which could adversely affect our business, financial condition and results of operations. In addition, violations of these covenants could cause declarations of default under, and acceleration of, any related indebtedness, which would result in material adverse consequences to our financial condition. The New Revolving Facility contains cross-default provisions that give the lenders the right to declare a default if we are in default resulting in (or permitting the) acceleration of other debt under other loans in excess of certain amounts. In the event of a default, we may be required to repay such debt with capital from other sources, which may not be available to us on attractive terms, or at all, which may have a material adverse effect on our business, financial condition and results of operations.

We will be required to make significant capital investments in our existing portfolio, including tenant improvement allowances to attract and retain tenants, as well as normal building improvements to replace obsolete building components. As market conditions permit, we intend to acquire new properties which will similarly require us to make capital investments. We do not expect our cash flows from operations alone to be sufficient to fund our future capital investments and, therefore, we will be dependent upon our ability to access third-party sources of capital, including the New Revolving Facility and other sources of debt and equity capital. Our access to third-party sources of capital depends on a number of factors, including general market conditions, the market’s view of the quality of our assets, the market’s perception of our growth potential, our current debt levels and our current and expected future earnings. There can be no assurance that we will be able to obtain the capital necessary to fund the investments we will be required to make in our existing portfolio or to acquire new properties on terms favorable to us or at all. If we are unable to obtain a sufficient level of third-party financing to fund our capital needs, our ability to achieve our business strategies will be materially adversely affected.

PropertyReal estate taxes may increase without notice.

The real propertyestate taxes on our properties may increase as property tax rates change and as those properties are assessed or reassessed by tax authorities. While the majority of our leases are under a net lease structure, some or all of such propertyreal estate taxes may not be collectible from our tenants, and for our vacant properties, we are unable to recover propertyreal estate taxes from any former tenants. In such event, our financial condition, results of operations, cash flows, trading price of our common stock and our ability to satisfy our principal and interest obligations and to pay dividends to our stockholders could be adversely affected, which may have a material adverse effect on our business, financial condition and results of operations.

Real estate investments are relatively illiquid. Our ability to quickly sell or exchange any of our properties in response to changes in economic and other conditions will be limited. No assurances can be given that we will recognize full value, at a price and at terms that are acceptable to us, for any property that we determine to sell. Our ability to successfully execute on our asset disposition and capital recycling sale program is dependent on market conditions, and such conditions have been and may continue to be unfavorable for commercial real estate generally and office assets in particular, as well as for buyer financing of these assets. We may incur costs on unsuccessful dispositions that we will not be able to recover. In general, when we sell properties that are vacant or soon to be vacant, the valuation will be discounted if the new owner is required to make capital improvements and to reflect that the new owner will bear carrying costs until the property has been leased up and take the risk that the property may not be leased up on a timely basis, favorable terms or at all. As part of our asset disposition activities, we have sought and may continue to seek to sell properties to buyers who intend to re-develop the subject property. While these sale transactions can result in higher sale valuations, they also normallymay require us as seller to bear a portion of the buyer’s redevelopment risk through longer due diligence periods during which we remain responsible for carrying costs of the property and the buyer may terminate the transaction. Our inability to respond rapidly to changes in the performance of our investments could adversely affect our business, financial condition and results of operations.

In addition, as a current or former owner or operator of real property, we may be subject to liabilities resulting from the presence of hazardous substances, waste or petroleum products at, on, under or emanating from such property, including investigation and cleanup costs, natural resource damages, third-party liability for cleanup costs, personal injury or property damage and costs or losses arising from property use restrictions. In particular, some of our properties are adjacent to or near other properties that have contained or currently contain underground storage tanks used to store petroleum products or other hazardous or toxic substances. In addition, certain of our properties are on, adjacent to or near sites upon which others, including former owners or tenants of our properties, have engaged, or may in the future engage, in activities that have released or may have released petroleum products or other hazardous or toxic substances. Cleanup liabilities are often imposed without regard to whether the owner or operator knew of, or was responsible for, the presence of such contamination, and the liability may be joint and several. The presence of hazardous substances also may result in use restrictions on impacted properties or result in liens on contaminated sites in favor of the government for damages it incurs to address contamination. We also may be liable for the costs of removal or remediation of hazardous substances or waste disposal or treatment facilities if we arranged for disposal or treatment of hazardous substances at such facilities, whether or not we own such facilities. Moreover, buildings and other improvements on our properties may contain asbestos-containing material or other hazardous building materials or could have indoor air quality concerns (e.g., from airborne contaminants such as mold), which may subject us to costs, damages and other liabilities including abatement cleanup, personal injury, and property damage liabilities. The foregoing could adversely affect occupancy and our ability to develop,lease, sell or borrow against any affected property and could require us to make significant unanticipated expenditures that may have a material adverse effect on our business, financial condition and results of operations.

The New Revolving Facility may limit our ability to pay dividends on our common stock, including repurchasing shares of our common stock.

Under the credit agreement governing the New Revolving Facility, our dividends may not exceed the greater of (1) 100% of our adjusted funds available for distribution (as defined in the credit agreement), and (2) the amount required for us to maintain our qualification as a REIT. Any inability to pay dividends may negatively impact our REIT status or could cause stockholders to sell shares of our common stock, which may have a material adverse effect on our business, financial condition and results of operations.

A REIT may own up to 100% of the stock of one or more taxable REIT subsidiaries. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a taxable REIT subsidiary. A corporation of which a taxable REIT subsidiary directly or indirectly owns more than 35% of the voting power or value of the stock will automatically be treated as a taxable REIT subsidiary. Overall, no more than 25% (20% for tax years beginning before January 1, 2026) of the gross value of a REIT’s assets may consist of stock or securities of one or more taxable REIT subsidiaries. In addition, the taxable REIT subsidiary rules limit the deductibility of amounts paid or accrued by a taxable REIT subsidiary to its parent REIT to assure that the taxable REIT subsidiary is subject to an appropriate level of corporate taxation. The rules also impose a 100% excise tax on certain transactions between a taxable REIT subsidiary and its parent REIT that are not conducted on an arm’s length basis.

Orion is an internally managed real estate investment trust (“REIT”) engaged in the ownership, acquisition, and management of a diversified portfolio of office properties located in high-quality suburban markets across the United States and leased primarily on a single-tenant net lease basis to creditworthy tenants. Our portfolio is comprised of traditional office properties, as well as governmental, medical office, flex/laboratory and R&D and flex/industrial properties. OnAs Marchpart 5,of 2025,our investment strategy, we changed our name from Orion Office REIT Inc. to Orion Properties Inc. to better describe our broader investment strategyintend to shift our portfolio concentration over time away from traditional office properties, towards more dedicated use assets with specialized uses that haveinclude an office component. We define dedicated use assets as those that include a substantial specialized use component such as government, medical, laboratory and research and development, and flex operations, and would therefore not be considered traditional office properties.

The Company was initially formed as a wholly-ownedwholly owned subsidiary of Realty Income Corporation (“Realty Income”). Following completion of the merger transaction involving Realty Income and VEREIT, Inc. (“VEREIT”) on November 1, 2021, Realty Income contributed the combined business comprising certain office real properties and related assets previously owned by subsidiaries of Realty Income, and certain office real properties and related assets previously owned by subsidiaries of VEREIT (the “Separation”), to the Company and its operating partnership, Orion Properties LP (“Orion OP”), and on November 12, 2021, effected a special distribution to itsRealty Income’s stockholders of all the outstanding shares of common stock of the Company (the “Distribution”).

Following the Distribution, we became an independent and publicly traded company, and our common stock, par value $0.001, trades on the New York Stock Exchange (the “NYSE”) under the symbol “ONL.ONL”. The Company has elected to be taxed as a REIT for U.S. federal income tax purposes, commencing with its initial taxable year ended December 31, 2021.

As of December 31, 2024,2025, we owned and operated 6958 operating properties with an aggregate of 7.96.5 million leasable square feet located in 2926 states with an occupancy rate of 73.0%78.1% and a weighted-averageweighted average remaining lease term of 5.25.6 years. As of December 31, 2025, we had eight properties designated as non-operating properties. We also owned a 20% equity interest in the Arch Street Joint Venture, which as of December 31, 2024,2025, owned a portfolio of six properties with an aggregate of 1.0 million leasable square feet located in six states with an occupancy rate of 100% and a weighted-averageweighted average remaining lease term of 5.26.3 years. Including our proportionate share of leasable square feet and annualized base rent from the Arch Street Joint Venture, we owned an aggregate of 8.16.7 million leasable square feet with an occupancy rate of 73.7%,78.7%, or 73.1%78.2% adjusted for twoone consolidated operating propertiesproperty and our proportionate share of one Arch Street Joint Venture operating property that are currently under agreements to be sold, and a weighted-averageweighted average remaining lease term of 5.25.7 years, as of December 31, 2024.2025.

TheWe Company isare a real estate investment trust that owns and operates primarily single tenant office properties in suburban locations leased to high credit quality tenants. Our largest tenant as measured by annualized base rent is the United States Government, representing 16.3%17.8% of our annualized base rent as of December 31, 2024.2025. We were formed in 2021 and spun-off as an independent publicly traded company in November 2021, by our former parent company, Realty Income Corporation.

We continue to be significantly impacted by declining demand for office space which began with the onset of the COVID-19 pandemic in 2020. We have experienced significant lease expirations and contractions over the last few years, including 1.3 million681,000 square feet during the year ended December 31, 2024.2025. This has resulted in declines in both our revenues and earnings since our spin-off from Realty Income. During the year ended December 31, 2024,2025, our total revenues decreased $30.2$17.2 million, or 15.5%,approximately 11.0%, versus the prior year, primarily driven by the impact of lease expirations. At the same time, our property operating expenses, which include taxes, insurance, utilities and repair and maintenance costs, have been increasing, primarily due to the impact of vacant property carrying costs. During the year ended December 31, 2024,2025, our property operating expenses increaseddecreased $4.4$0.3 million, or 7.2%,approximately 0.5%, versus the prior year.year, primarily due to operating expense savings from disposed properties of $3.3 million, offset by $3.0 million of costs incurred for the demolition of the buildings on the six-property campus in Deerfield, Illinois. See “Results of Operations - Operating Expenses - Property Operating Expenses” below for more information. As of December 31, 2024,2025, we owned a total of 18five fully vacant properties, including seven non-operatingoperating properties, compared to 1211 fully vacant operating properties owned as of December 31, 2023.2024.

During the year ended December 31, 2024,2025, office leasing market conditions begancontinued to improve and we completed theapproximately highest0.9 volumemillion square feet of lease renewalsnew and newrenewed leasesleases, sincecompared our inception withto approximately 1.1 million square feet,feet compared to approximatelyand 0.3 million square feet during the yearyears ended December 31, 2023,2024 and 0.8 million during the year ended December 31, 2022.2023, respectively.

We have agreed to provide rent concessions to tenants and incur leasing costs with respect to our properties, including amounts paid directly to tenants to improve their space and/or building systems, or tenant improvement allowances, landlord agreements to perform and pay for certain improvements, and leasing commissions. DuringIn connection with the 0.9 million square feet of leasing activity during the year ended December 31, 2024,2025, we made aggregate commitments for tenant improvement allowances and base building allowances, leasing commissions and freerent rentconcessions of $46.9$43.8 million, or $43.14$6.44 per rentable square foot leased.leased per year over a weighted average lease term of 7.4 years. As of December 31, 2024,2025, we had total outstanding commitments for rent concessions and leasing costs of approximately $95.9$51.4 million, including $64.3$39.1 million of tenant improvement allowances. The actual amount we pay for tenant improvement allowances may be lower than the amount agreed upon in the applicable lease and will depend upon the tenant’s use of the capital on the agreed upon timeline. We anticipate that we will continue to agree to tenant improvement allowances and to pay leasing commissions, the amount of which may increase in future periods.

During the year ended December 31, 2024, we completed our first property acquisition. We acquired the fee simple interest in one property and the improvements thereon comprised of a 97,000 square foot flex/laboratory/R&D facility in San Ramon, California for a gross purchase price of $34.6 million. This property is fully leased to a single tenant and had a remaining lease term of 15.0 years as of the acquisition date in September 2024. We financed this property with an $18.0 million, seven-year, 5.90% per annum fixed rate mortgage loan. We intend to shift our portfolio concentration over time away from traditional office properties, towards more dedicated use assets that have an office component. Our experience is that dedicated use assets have greater tenant utilization and higher renewal probability, given their generally specialized uses and general inability for the tenant’s employees to conduct business at these sites on a remote or hybrid basis. We define dedicated use assets as those that include a substantial specialized use component such as government, medical, laboratory and research and development, and flex operations, and would therefore not be considered traditional office properties. As of December 31, 2024,2025, approximately 31.8%35.8% of our annualized base rent was derived from properties we deemed dedicated use assets, compared to 27.7%31.8% as of December 31, 2023.2024.

We continued our efforts to divest of vacancies and non-core properties by closingselling on the sale of two10 properties totaling approximately 164,0001.0 million square feet for an aggregate gross sales price of $5.3$80.7 million during the year ended December 31, 2024.2025. As of March 5, 2025,2026, we had pending agreements in place to sell threeeight additional vacant or soon to be vacant traditional officenon-core properties for an aggregate gross sales price of $35.9$43.3 million.million, including the 37.4 acre Deerfield, Illinois properties where we completed the demolition of the six buildings during the fourth quarter of 2025 and our proportionate share of the gross sales price of one Arch Street Joint Venture operating property. We expect to continue to selectively dispose of properties in our current portfolio if we determine that they do not fit our investment strategies. The sale of these assets will allow us to both reduce carry costs and avoid the uncertainty and significant capital expenditures associated with re-tenanting. Proceeds from the sale of real estate assets are expected to be redeployed to fund capital investment into our existing portfolio to further enhance the quality of our portfolio and stability of our cash flows, selective acquisitions and other general corporate purposes.

Interest expense, net increaseddecreased $3.0$1.1 million during the year ended December 31, 2024,2025, as compared to the prior year, primarily due to higher$0.5 million of interest rates,capitalized partiallyduring offsetthe byyear lowerended outstandingDecember debt.31, 2025, compared to no interest capitalized during the year ended December 31, 2024. We expect our overall debt levels to increase as we continue to re-invest in our property portfolio and execute on our shift in portfolio concentration away from traditional office properties. We are also exposed to changes in market interest rates on our floating rate borrowings, including those under our New Revolving Facility.

Our portfolio comprises primarily single-tenant leases, and tenant retention remains a significant challenge, as we have faced and will continue to face significant lease expirations the next few years. For example, leases representing approximately 13.5%10.2% and 12.9%12.7% of our annualized base rent are scheduled to expire during 20252026 and 2026,2027, respectively, and we may be unable to renew leases or find replacement tenants. Certain changes in office space utilization, including increased remote and hybrid work arrangements and tenants consolidating their real estate footprint, continue to impact the office leasing market. The utilization and demand for office space continue to face headwinds and the duration and ultimate impact of current trends on the demandsdemand for office space at our properties remains uncertain and subject to change. Accordingly, we do not yet know what the full extent of the impacts will be on our or our tenants’ businesses and operations or the long-term outlook for leasing our properties. Higher interest rates, inflationary pressures, geopolitical hostilities and tensions, changes in United States trade policy and the imposition of new tariffs and concerns that the United States economy may enter an economic recession have caused disruptions in the financial markets; in addition, the impact of a future prolonged federal government shutdown, similar to the shutdown that began in the third quarter of 2025, may cause increased government budgetary pressures and theseuncertainty surrounding budgetary priorities. These factors could adversely affect our and our tenants’ financial condition and the ability or willingness of our current and prospective tenants to renew their leases, enter into new leases or pay rent to us.

Our leasing and asset disposition activity since the completion of our distribution from Realty Income continues to be adversely impacted by a variety of market and property specific conditions. Since the onset of the COVID-19 pandemic, the office leasing market has experienced significantly reduced demand for space and changes in space usage as tenants seek to attract employees back to the office, in newer, renovated properties with more amenities. As of December 31, 2024, 63.3%, 31.6% and 5.1% of our properties by rentable square feet were classified as class A, class B and class C, respectively, as determined primarily by the most recent appraisals of the properties. As of December 31, 2024, our class B and class C properties collectively included the following 10% or greater geographic concentrations as measured by rentable square feet: Texas (17.6%) and California (11.5%); and the following 10% or greater property type concentrations as measured by rentable square feet: traditional office (64.4%) and flex/industrial (20.6%). In the current office environment, class B and class C properties generally have been experiencing reduced demand and lease or sell at discounts to class A properties and our tenants and prospective new tenants across our portfolio sometimes compare the cost and the value of leasing space in our property to the value of newer space with more amenities asking higher rent in other properties in the market. The class of buildings we own may be negatively impacting our leasing velocity and pushing our leasing costs higher and may also be negatively impacting our sales price on non-core asset sales.

We have incurred significant amounts of indebtedness and, therefore, are subject to the risks normally associated with debt financing, including that we may be unable to extend, refinance or repay our debt obligations as they come due. Deteriorating office fundamentals, high interest rates andrates, market sentiment towards the office sector and recent changes in United States trade policy and the imposition of new tariffs may adversely impact us or our lenders or restrict our access to, and increase our cost of, capital as we seek to extend, refinance or repay our debts. OnSee May“Liquidity 16,and 2024,Capital weResources exercised- Credit Agreements” below for more information about our option to extend the maturity date of our senior revolving credit facility (the “Revolving Facility”) for 18 months from November 12, 2024 to May 12, 2026.indebtedness.

We arehave been an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). since the public Distribution of our common stock in November 2021. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that apply to other public companies that are not emerging growth companies, including compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and the requirements to hold a non-binding advisory vote on executive compensation and any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we rely on the exemptions available to us as an emerging growth company. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Our accounting policies have been established to conform with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires us to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes that weit havehas made these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition. We continually test and evaluate these estimates and assumptions using our historical knowledge of the business, expectations and projections regarding future events and plans, as well as other factors, to ensure that they are reasonable for reporting purposes. However, actual results may differ from these estimates and assumptions. If our judgment or interpretation of the facts and circumstances relating to the various transactions had been different, it is possible that different accounting estimates would have been applied, thus resulting in a different presentation of the financial statements. Additionally, other companies may utilize different assumptions or estimates that may impact comparability of our results of operations to those of companies in similar businesses. We believe the critical accounting policies described below involve significant judgments and estimates used in the preparation of our financial statements, which should be read in conjunction with the more complete discussion of our accounting policies and procedures included in Note 2 – Summary of Significant Accounting Policies to our consolidated financial statements.

Activity during the year ended December 31, 20242025 and Subsequent Events

•During the year ended December 31, 2024,2025, we completed approximately 1.10.9 million square feet of lease renewals and new leases across 1214 different propertiesproperties, withwhich includes one Arch Street Joint Venture property, and a weighted average lease term of 7.97.5 years.

•During the year ended December 31, 2024,2025, 11six leases expired consistingor were downsized comprising a total reduction in occupied square feet of 1.3approximately 0.7 million square feet. As of December 31, 2024,2025, we had a total of 11five fully vacant operating properties.

•The Company’s Board of Directors declared and paid quarterly cash dividends of $0.10$0.02 per share for each of the four quarters of 2024,2025 (record dates March 31, 2025, June 30, 2025, September 30, 2025 and December 31, 2025), which were paid on April 15, 2024,2025, July 15, 2024,2025, October 15, 20242025 and January 15, 2025.2026, respectively.

Our financial performance is impacted by the timing of acquisitions and dispositions and the operating performance of our properties. The following table shows the property statistics of our operating properties as of the periodsdates indicated below, including our proportionate share of the applicable statistics of the properties owned by the Arch Street Joint Venture:

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.2025, except as set forth below.

•our ability to access the capital markets to raise additional equity or refinance maturing debt on favorable terms and in a timely manner, or at all, or that the lenders may seek to enforce their remedies due to the existing payment default under the Unconsolidated Joint Venture mortgage notesall;

•risks accompanying our investment in and the management of OAP/VER Venture, LLC (the “Unconsolidated Joint Venture”), our unconsolidated joint venture, in which we hold a non-controlling ownership interest, including that ourthe jointUnconsolidated ventureJoint partnerVenture may be unable to extend or unwillingrefinance all or any portion of its mortgage debt obligations which are subject to contributean itsongoing sharepayment default that occurred at maturity or complete the disposition of capitalthe requirementssix joint venture properties on favorable terms or in a timely manner, or at all, or that the lenders may seek to enforce their remedies due to the ongoing payment default under the Unconsolidated Joint Venture Mortgage debt, and we may be unable to recover our original investment in the Unconsolidated Joint VentureVenture, which we have written down to zero or, in the case of the Member Loan, fully reserved accordingly;

When we refer to “annualized base rent,” we mean the monthly aggregate cash amount charged to tenants under our leases (including monthly base rent receivables and certain fixed contractually obligated reimbursements by our tenants), as of MarchJune 31,30, 2026, multiplied by 12. Annualized base rent is not indicative of future performance.

Historically, the we have included our proportionate share of the Unconsolidated Joint Venture’s financial statement line items and operating metrics in our non-GAAP financial results and other operating metrics. This includes among other line items and metrics, our proportionate share of annualized base rent, occupied square feet, rentable square feet and weighted average remaining lease term from the six Unconsolidated Joint Venture properties. Due to the uncertainty with regard to the recovery of our investment in the Unconsolidated Joint Venture, beginning January 1, 2026, we will no longer include the proportionate share of the joint venture’s financial statement line items and operating metrics in our non-GAAP financial results and other operating metrics.

Also on January 26, 2026, pursuant to the Cooperation Agreement, we commenced a review of strategic options for the Company, which review may include, without limitation, the consideration of potential acquisition and merger targets, the potential sale of the Company and continuing to operate as an independent publicly traded entity. As of August 6, 2026, the strategic options review process remains ongoing as we continue to actively engage with several parties. We cannot provide any assurance that these discussions will lead to any actionable proposal. The Cooperation Agreement does not obligate the Company to pursue or consummate any such transaction or require our Board of Directors to take any action that it determines in good faith is inconsistent with its duties under applicable law.

As of MarchJune 31,30, 2026, we owned and operated 5957 operating properties with an aggregate of 6.66.4 million leasable square feet and annualized base rent of $115.2$108.0 million, located within 2726 states andwith an occupancy rate of 83.1%78.1% and a weighted average remaining lease term of 5.96.2 years. As of March 31, 2026, we had six non-operating properties, all of which were sold during April 2026.

Our operating results depend primarily upon generating rental revenue from the properties in our portfolio. The amount of rental revenue generated by these properties is affected by our ability to maintain or increase occupancy levels, which will depend upon our ability to re-lease expiring space and lease up vacant space at favorable rates (see “Economic Environment and Tenant Retention” below). In addition, we have agreed to provide rent concessions to tenants and incur leasing costs with respect to our properties, including amounts paid directly to tenants to improve their space and/or building systems, or tenant improvement allowances, landlord agreements to perform and pay for certain improvements, and leasing commissions, and we anticipate we will continue to do so in future periods (see “Leasing Activity and Capital Expenditures” below).

As of MarchJune 31,30, 2026, 69.2%,69.7%, 24.6%25.7% and 6.2%4.6% of our properties by rentable square feet were classified as class A, class B and class C, respectively, as determined primarily by the most recent appraisals of the properties. As of MarchJune 31,30, 2026, our class B and class C properties collectively included the following 10% or greater geographic concentrations and property type concentrations as measured by rentable square feet:

We are also a “smaller reporting company” as defined in Regulation S-K under the Securities Act.Act Weand maywill continueretain tosuch bestatus aas smallerof reportingDecember company31, 2026, even afterthough we arewill no longer be an emerging growth companycompany. andAs assuch, suchwe may elect to take advantage of certain scaled disclosures available to smaller reporting companies.

The consolidated financial statements of the Company for the three and six months ended MarchJune 31,30, 2026 and 2025, include the accounts of the Company and its consolidated subsidiaries, including Orion OP, and a consolidated joint venture. All intercompany transactions have been eliminated upon consolidation.

Activity through MarchJune 31,30, 2026 and Subsequent Events

•During the threesix months ended MarchJune 31,30, 2026, we completed approximately 355,000557,000 square feet of lease extensions and new leases across threeseven different properties and a weighted average lease term of 7.86.9 years.

•As of MayAugust 7,6, 2026, we have pendingan agreementsagreement in place to sell three additional properties for an aggregate gross sales price of $46.0 million, including an approximately 140,000 square foot traditional officeone property forcurrently a gross sales price of $35.0 million with proceeds expectedleased to be used to paydown outstanding principal on the Company’sUnited CMBSStates Loan (as defined below), an approximately 35,000 square foot near-term vacant propertyGovernment for a gross sales price of $3.4 million, and our proportionate share of the gross sales price of one Unconsolidated Joint Venture property of $7.7 million with proceeds expected to be used to paydown outstanding principal on the Unconsolidated Joint Venture non-recourse mortgage notes.million. Our pending sale agreementsagreement areis subject to a variety of conditions outside of our control, such as the buyer’s satisfactory completion of its due diligence and therefore, we cannot provide any assurance the transaction will close on the agreed upon price or other terms, or at all.

•The Company’s Board of Directors declared a quarterly cash dividend of $0.02 per share for the first quarterand second quarters of 2026 (record date March 31, 2026), which waswere paid on April 15, 2026 and July 15, 2026.

•On MayAugust 5, 20262026, the Company’s Board of Directors declared a quarterly cash dividend of $0.02 per share for the secondthird quarter of 2026, payable on JulyOctober 15, 2026 to stockholders of record as of JuneSeptember 30, 2026.

(1)As of January 1, 2026, the Company no longer includes the proportionate share of the Unconsolidated Joint Venture’s financial statement line items and operating metrics in its non-GAAP metrics and other operating metrics. This change has been applied retrospectively to rentable square feet, annualized base rent, occupancy rate, leased rate, investment-grade tenants and weighted average remaining lease term as of December 31, 2025, for comparison purposes.

(5)Based on annualized base rent of our real estate portfolio as of MarchJune 31,30, 2026. Investment-grade tenants are those with a credit rating of BBB- or higher by Standard & Poor’s Financial Services LLC or a credit rating of Baa3 or higher by Moody’s Investor Service, Inc. The ratings may reflect those assigned by Standard & Poor’s Financial Services LLC or Moody’s Investor Service, Inc. to the lease guarantor or the parent company, as applicable.

As of MarchJune 31,30, 2026, we had the following estimated total outstanding rent concessions and leasing costscost commitmentcommitments (in thousands, except per square foot amounts):

We have funded and intend to continue to fund our outstanding leasing costs with cash on hand, which may include proceeds from dispositions. For assets financed on the CMBS Loan, we have funded an all-purpose reserve with the lender which had total cash reserves of $46.1$42.8 million as of MarchJune 31,30, 2026 and may be used for leasing costs and capital expenditures.

(3)Excludes two new leases for approximately 195,0006,000 square feet for the three months ended MarchJune 31,30, 2026 that had been or will be vacant for more than 12 months at the time the new lease commences. Excludes onetwo new leaseleases for approximately 160,00069,000 square feet during the three months ended MarchJune 31,30, 2025.

(5)There were no reimbursable landlord funded improvements or tenant improvement allowances included in the tenant rent concessions and leasing costs for the three months ended MarchJune 31,30, 2026. Tenant rent concessions2026 and leasing costs per rentable square foot for the three months ended March 31, 2025 and attributable to new leases have been retrospectively updated to reduce the amount of tenant improvement allowance by $1.00 per rentable square foot per year pursuant to the terms of a subsequent lease amendment entered into during the three months ended March 31, 2026.2025.

The results of operations discussed in this section include the accounts of the Company and its consolidated subsidiaries for the three and six months ended MarchJune 31,30, 2026 and 2025.

The decreasedecreases in rental revenuerevenues of $1.7$3.0 million and $4.7 million during the three and six months ended MarchJune 31,30, 20262026, as compared to the same periodperiods in 20252025, wasrespectively, were primarily due to the impact of decreasing overall occupied square footage resulting from the expiration of leases oftotaling $4.3 million and $7.2 million in rental revenues during the three and six months ended June 30, 2026, respectively, dispositions of certain non-core assetsproperties of $0.5$1.3 million.million and $1.8 million, respectively, and reimbursement revenue related to property tax reassessments of $0.7 million and $1.2 million, respectively. The decreasedecreases in revenues waswere partially offset by $3.1$3.3 million and $5.2 million of rental revenue during the three and six months ended MarchJune 31,30, 20262026, respectively, related to leasing activity that occurred during the comparative periods.periods Weand had 59 operating properties with an aggregaterevenues of 5.5$0.5 million occupiedand square$0.6 feetmillion, asrespectively, offrom Marchthe 31,property 2026,we asacquired comparedin toFebruary 682026 operatinglocated propertiesin withNorthbrook, an aggregate of 5.8 million occupied square feet as of March 31, 2025.Illinois.

Property operating expenses such as taxes, insurance, ground rent and maintenance include both reimbursable and non-reimbursable property expenses. Property operating expenses decreased $1.7$3.4 million and $5.1 million during the three and six months ended June 30, 2026, as compared to the same periods in 2025, respectively. The decrease during the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025,2025 is primarily due to decreases in property operating expenses resulting from property dispositions of $1.8$2.4 million and a decrease in real estate taxes due to lower property valuesreassessments of $1.2$1.4 million, offset by costs of $0.7 million incurred in connection with the demolition of the buildings on the six-property campus in Deerfield, Illinois, increased operating expenses from our leasing efforts to increase occupancy at certain properties of $0.4 million, and the timing of certain operating expenses of $0.2$0.6 million.

Depreciation and amortization expenses decreased $2.9$1.4 million and $4.3 million during the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to the same periodperiods in 20252025. dueThe todecrease in depreciation and amortization expense in the three month period was primarily driven by the $1.4 million impact offrom the full amortization of certain intangible assets as a result of leases expiring in accordance with their terms and early lease terminations of $2.6 million,lower depreciation and amortization expenses fromdue to disposed properties of $1.0 million, partially offset by thean increase in depreciation and amortization from capital expenditures and leasing costs of $0.8$1.2 million.

Impairments increaseddecreased $4.6$19.5 million and $14.9 million during the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. No impairment charges were recorded during the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025.2026. The impairment charges of $6.3 million induring the threesix months ended MarchJune 31,30, 2026,2026 include one propertyproperty. and theThe charges reflect management’s estimates of lease renewalleasing probability, timing and terms of such renewal,leasing, carrying costs for vacant properties,costs, sale probability and estimates of sale proceeds. Impairment charges totaling $1.7 million with respect to two properties were recorded during the same period in 2025. See Note 5 - Fair Value Measures for further information.

Transaction related expense increased $0.2 million and $0.4 million during the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to the same periodperiods in 2025,2025. The increase in transaction related expenses in the three and six month periods was primarily duedriven by $0.2 million of costs incurred to perform work at a property sold by the Company, as required under the terms of the sale. Additionally, during the six month period, we recognized costs from terminated transactions of $0.1 million.

Other Income (Expenses) Income and Provision for Income Taxes

Interest expense, net decreased $0.9$0.7 million and $1.6 million during the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to the same periodperiods in 2025.2025 Theprimarily Company’sas a result of lower average debt balances and lower weighted average interest rates. Our average debt outstanding was $481.1$466.9 million and $450.8 million for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to $498.5$494.0 million duringand $487.5 million for each of the same periodperiods in 2025. The Company’s weighted average interest rate on itsour debt obligations was 5.39%5.34% and 5.37% for the three and six months ended MarchJune 31,30, 20262026, respectively, and 5.69%5.67% and 5.68% for the samethree periodand insix 2025.months ended June 30, 2025, respectively. Interest expense, net for the three and six months ended June 30, 2026 was offset by capitalized interest of $0.3$0.1 million and $0.4 million, respectively, compared to capitalized interest of $0.2 million during the three months ended March 31, 2026, and there was no capitalized interest during the threesix months ended MarchJune 31,30, 2025.

Loss on extinguishment of debt, net during the threesix months ended MarchJune 31,30, 2026 was related to the write-offwrite off of deferred financing costs of $0.2 million in connection with the refinancing of the Original Revolving Facility with the New Revolving Facility and resulting net reduction in total borrowing capacity discussed in Note 6 – Debt, Net. During the three months ended June 30, 2026, the Company wrote-off an additional $0.3 million of deferred financing costs in connection with a $34.4 million CMBS Loan principal paydown as part of the sale of one of the properties collateralizing the CMBS Loan. See Note 6 – Debt, Net - CMBS Loan for further information. There were no such costs incurred during the threesix months ended MarchJune 31,30, 2025.

Other expenses recognized during the threesix months ended MarchJune 31,30, 2026 primarily related to $3.0 million of costs incurred for professional services rendered in connection with the February 2026 amendment to the CMBS Loan.

During the threesix months ended MarchJune 31,30, 2026, we received $1.1 million of repayments on the Member Loan, of which $0.4 million was previously reserved and is recognized in recovery of reserve on Member Loan in the accompanying consolidated statements of operations during the three months ended March 31, 2026.reserved.

We account for our investment in the Unconsolidated Joint Venture under the equity method of accounting and during the year ended December 31, 2025, our share of losses exceeded the carrying amount of our investment. Accordingly, we have suspended recognition of our share of additional losses and will resume recognizing our share of earnings only after the Unconsolidated Joint Venture generates net income that exceeds the previously recognizedunrecognized losses. We have not recognized any further losses in excess of our investment in the Unconsolidated Joint Venture during three and six months ended MarchJune 31,30, 2026.

(1)Other adjustments, net during the threesix months ended MarchJune 31,30, 2026 includes $3.0 million of costs incurred for professional services rendered in connection with the February 2026 amendment to the CMBS Loan and are presented in other expenses on the consolidated statements of operations and $0.7 million of costs incurred in connection with the demolition of the six buildings on the Deerfield, Illinois campus presented in property operating expenses on the consolidated statements of operations, offset by $0.4 million for a partial recovery of the reserve on the Member Loan presented separately on the consolidated statements of operations. The above items have been included as “other adjustments” to Core FFO as they do not reflect the ongoing operating performance of the Company.

Our principal liquidity needs for the next twelve months are estimated to be: (i) fund operating expenses; (ii) pay interest and principal on our debt; (iii) pay dividends to our stockholders; (iv) fund capital expenditures and leasing costs at properties we own; and (v) fund new acquisitions. We believe that our principal sources of short-term liquidity, which are our cash and cash equivalents on hand, cash flows from operations, proceeds from real estate dispositions, and borrowings under the New Revolving Facility are sufficient to meet our liquidity needs for the next twelve months. As of MarchJune 31,30, 2026, we had $60.5$63.5 million of cash and cash equivalents and restricted cash and $88.0$113.0 million of borrowing capacity under the New Revolving Facility.