i Orion Office REIT Inc. Insider Trading Compliance Policy (Adopted on November 12, 2021, as amended on May 3, 2022 and November 8, 2023) Contents Page I. Summary ........................................................................................................................... 1 II. Statement of Policies Prohibiting Insider Trading ............................................................. 2 III. Explanation of Insider Trading ........................................................................................... 3 IV. Statement of Procedures to Prevent Insider Trading ........................................................ 7 V. Additional Prohibited Transactions ................................................................................. 11 VI. Rule 10b5-1 Trading Plans, Section 16, and Rule 144 ...................................................... 12 VII. Execution and Return of Certification of Compliance ...................................................... 16 Schedule I Individuals Subject to Quarterly Trading BlackOuts Attachment A Form of Preclearance Letter Attachment B Short-Swing Profit Rule Section 16(b) Checklist Attachment C Certification of Compliance Exhibit 19.1
1 Orion Office REIT Inc. Insider Trading Compliance Policy Federal and state laws prohibit trading in the securities of a company while in possession of material nonpublic information and providing material nonpublic information to others so that they can trade. Violating such laws can undermine investor trust, harm Orion Office REIT Inc.’s reputation, and result in disciplinary action by Orion Office REIT Inc., up to and including dismissal (together with its subsidiaries, the “Company”) or even serious criminal and civil charges against you and the Company. This Insider Trading Compliance Policy (this “Policy”) outlines your responsibilities to avoid insider trading and implements certain procedures to help you avoid even the appearance of insider trading. I. Summary Preventing insider trading is necessary to comply with securities laws and to preserve the reputation and integrity of the Company. “Insider trading” occurs when any person purchases or sells a security while in possession of material nonpublic information relating to the security. Insider trading is a crime. The criminal penalties for violating insider trading laws include imprisonment and fines of up to $5 million for individuals and $25 million for corporations. Insider trading may also result in civil penalties, including disgorgement of profits and civil fines. Insider trading is also prohibited by this Policy, and violation of this Policy may result in Company-imposed sanctions, including removal or dismissal for cause. This Policy applies to all officers, directors, and employees of the Company, and all contractors and consultants of the Company who have access to material nonpublic information, such as property management or accounting contractors and consultants, as well as additional persons who the Company determines have access to material nonpublic information (each a “Covered Person”). As someone subject to this Policy, you are responsible for ensuring compliance with this Policy by family members residing with you, anyone else living in your household, and any family members not living with you whose transactions in the Company’s securities are directed by you, or subject to your influence and control. This Policy also applies to any entities you control, including any corporations, partnerships, or trusts, and transactions by such entities should be treated for the purposes of this Policy and applicable securities laws as if they were for your own account. This Policy extends to all activities within and outside your Company duties. Every Covered Person must review this Policy. Questions regarding the Policy should be directed to the Company’s Compliance Officer (as defined below). The General Counsel of the Company (the “Compliance Officer”) shall be responsible for the administration of this Policy. In the absence of the Compliance Officer, responsibility for administering this Policy will rest with the Chief Executive Officer or such other employee as may be designated by the Compliance Officer. Exhibit 19.1
2 In all cases, as someone subject to this Policy, you bear full responsibility for ensuring your compliance with this Policy, and for ensuring that members of your household (and individuals not residing in your household but whose transactions are subject to your influence or control) and entities under your influence or control are in compliance with this Policy. Actions taken by the Company, the Compliance Officer, or any other Company personnel do not constitute legal advice, nor do they insulate you from the consequences of noncompliance with this Policy. II. Statement of Policies Prohibiting Insider Trading No Covered Person shall purchase or sell any type of security while in possession of material nonpublic information relating to the security or the issuer of such security, whether the issuer of such security is the Company or any other company. Additionally, the Company will implement blackout periods prior to each quarter’s earnings announcement during which trading in the Company’s securities will generally be prohibited. While the precise time of each blackout period will vary based on facts and circumstances, you should expect that beginning on the 10th day of each of the second, third and fourth quarters (April 10, July 10 and October 10) and the 20th day of the first quarter (January 20), and ending on the close of business two business days after the public announcement of the Company’s prior quarter’s earnings, or during any other trading suspension period declared by the Company, no Covered Person listed on Schedule I (as amended from time to time) will be permitted to purchase or sell any security of the Company. These prohibitions do not apply to: purchases of the Company’s securities from the Company or sales of the Company’s securities to the Company; exercises of stock options or other equity awards or the surrender of shares to the Company in payment of the exercise price or in satisfaction of any tax withholding obligations in a manner permitted by the applicable equity award agreement, or vesting of equity-based awards that, in each case, do not involve a market sale of the Company’s securities (the “cashless exercise” of a Company stock option through a broker does involve a market sale of the Company’s securities, and therefore would not qualify under this exception); or purchases or sales of the Company’s securities made pursuant to any binding contract, specific instruction or written plan entered into while the purchaser or seller, as applicable, was unaware of any material nonpublic information and which contract, instruction, or plan (i) meets all the conditions for the affirmative defense provided by Rule 10b5-1 (“Rule 10b5-1”) promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”), (ii) was precleared in advance pursuant to this Policy and (iii) has not been amended or modified in Exhibit 19.1
3 any respect after such initial preclearance without such amendment or modification being precleared in advance pursuant to this Policy. For more information about Rule 10b5-1 trading plans, see Section VI below. From time to time, events will occur that are material to the Company and cause certain Covered Persons to be in possession of material nonpublic information. When that happens, the Company will recommend that those in possession of the material nonpublic information suspend all trading in the Company’s securities until the information is no longer material or has been publicly disclosed. When such event-specific blackout periods occur, those subject to it will be notified by the Company. The event-specific blackout period will not be announced to those not subject to it, and those subject to it or otherwise aware of it should not disclose it to others. Even if the Company has not notified you that you are subject to an event-specific blackout period, if you are aware of material nonpublic information about the Company, you should not trade in Company securities. Any failure by the Company to designate you as subject to an event-specific blackout period, or to notify you of such designation, does not relieve you of your obligation not to trade in the Company’s securities while possessing material nonpublic information. No Covered Person shall directly or indirectly communicate (or “tip”) material nonpublic information to anyone outside the Company (except in accordance with the Company’s policies regarding the protection or authorized external disclosure of Company information) or to anyone within the Company other than on a “need-to-know” basis. III. Explanation of Insider Trading “Insider trading” refers to the purchase or sale of a security while in possession of material nonpublic information relating to the security. “Securities” includes stocks, bonds, notes, debentures, options, warrants, and other convertible securities, as well as derivative instruments. “Purchase” and “sale” are defined broadly under the federal securities law. “Purchase” includes not only the actual purchase of a security, but any contract to purchase or otherwise acquire a security. “Sale” includes not only the actual sale of a security, but any contract to sell or otherwise dispose of a security. These definitions extend to a broad range of transactions, including conventional cash-for-stock transactions, conversions, the exercise of stock options, and acquisitions and exercises of warrants or puts, calls, or other derivative securities. A. What Facts Are Material? The materiality of a fact depends upon the circumstances. A fact is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell, or hold a security, or if the fact is likely to have a significant effect Exhibit 19.1
4 on the market price of the security. Material information can be positive or negative and can relate to virtually any aspect of a company’s business or to any type of security, debt, or equity. Also, information that something is likely to happen in the future—or even just that it may happen—could be deemed material. Examples of material information include (but are not limited to) information about dividends; corporate earnings or earnings forecasts; possible mergers, acquisitions, tender offers, or dispositions; important business developments, such as major leases or lease terminations, rent collection results, developments regarding tenants or strategic collaborators, or the status of regulatory submissions; management or control changes; significant borrowing or financing developments, including pending public sales or offerings of debt or equity securities; defaults on borrowings; bankruptcies; cybersecurity or data security incidents; and significant litigation or regulatory actions. Moreover, material information does not have to be related to a company’s business. For example, the contents of a forthcoming newspaper column that is expected to affect the market price of a security can be material. Questions regarding material information should be directed to the Compliance Officer. A good rule of thumb: When in doubt, do not trade. B. What Is Nonpublic? Information is “nonpublic” if it is not available to the general public. In order for information to be considered public, it must be widely disseminated in a manner making it generally available to investors through newswire services such as Dow Jones, Reuters, Bloomberg, Business Wire, The Wall Street Journal, Associated Press, or United Press International; a broadcast on widely available radio or television programs; publication in a widely available newspaper, magazine, or news website; a Regulation FD-compliant conference call; or public disclosure documents filed with the US Securities and Exchange Commission (the “SEC”) that are available on the SEC’s website. Note that simply posting information to the Company’s website may not be sufficient disclosure to make the information public. The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination. In addition, even after a public announcement, a reasonable period of time must lapse in order for the market to react to the information. Generally, one should allow two full trading days following publication as a reasonable waiting period before such information is deemed to be public. C. Who Is an Insider? “Insiders” include officers, directors, and any employees of a company, or anyone else who has material nonpublic information about a company. Insiders have independent fiduciary duties to their company and its stockholders not to trade on material nonpublic information relating to the company’s securities. Insiders may not trade in the Company’s securities while in possession of material nonpublic information relating to the Company, nor may they tip such information to anyone outside the Company (except in accordance with the Company’s policies Exhibit 19.1
5 regarding the protection or authorized external disclosure of Company information) or to anyone within the Company other than on a “need-to-know” basis. As someone subject to this Policy, you are responsible for ensuring that members of your household also comply with this Policy. This includes family members residing with you, anyone else living in your household, and any family members not living with you whose transactions in the Company’s securities are directed by you, or subject to your influence and control. This Policy also applies to any entities you control, including any corporations, partnerships, or trusts, and transactions by these entities should be treated for the purposes of this Policy and applicable securities laws as if they were for your own account. D. Trading by Persons Other Than Insiders Insiders may be liable for communicating or tipping material nonpublic information to a third party (“tippee”), and insider trading violations are not limited to trading or tipping by insiders. Persons other than insiders can also be liable for insider trading, including tippees who trade on material nonpublic information tipped to them or individuals who trade on material nonpublic information that has been misappropriated. Insiders may be held liable for tipping even if they receive no personal benefit from tipping and even if no close personal relationship exists between them and the tippee. Tippees inherit an Insider’s duties and are liable for trading on material nonpublic information illegally tipped to them by an insider. Similarly, just as Insiders are liable for the insider trading of their tippees, so are tippees who pass the information along to others who trade. In other words, a tippee’s liability for insider trading is no different from that of an Insider. Tippees can obtain material nonpublic information by receiving overt tips from others or through, among other things, conversations at social, business, or other gatherings. E. Penalties for Engaging in Insider Trading Penalties for trading on or tipping material nonpublic information can extend significantly beyond any profits made or losses avoided, both for individuals engaging in such unlawful conduct and their employers. The SEC and Department of Justice have made the civil and criminal prosecution of insider trading violations a top priority. Enforcement remedies available to the government or private plaintiffs under the federal securities laws include: SEC administrative sanctions; securities industry self-regulatory organization sanctions; civil injunctions; damage awards to private plaintiffs; disgorgement of all profits; Exhibit 19.1
6 civil fines for the violator of up to three times the amount of profit gained or loss avoided; civil fines for the employer or other controlling person of a violator (i.e., where the violator is an employee or other controlled person) of up to the greater of $1.425 million or three times the amount of profit gained or loss avoided by the violator; criminal fines for individual violators of up to $5 million ($25 million for an entity); and jail sentences of up to 20 years. In addition, insider trading could result in serious sanctions by the Company, including dismissal. Insider trading violations are not limited to violations of the federal securities laws. Other federal and state civil or criminal laws, such as the laws prohibiting mail and wire fraud and the Racketeer Influenced and Corrupt Organizations Act (RICO), may also be violated in connection with insider trading. F. Size of Transaction and Reason for Transaction Do Not Matter The size of the transaction or the amount of profit received does not have to be significant to result in prosecution. The SEC has the ability to monitor even the smallest trades, and the SEC performs routine market surveillance. Brokers or dealers are required by law to inform the SEC of any possible violations by people who may have material nonpublic information. The SEC aggressively investigates even small insider trading violations. G. Examples of Insider Trading Examples of insider trading cases include actions brought against Insiders who traded in a company’s securities after learning of significant confidential corporate developments; friends, business associates, family members, and other tippees of such officers, directors, and employees who traded in the securities after receiving such information; government employees who learned of such information in the course of their employment; and other persons who misappropriated, and took advantage of, confidential information from their employers. The following are illustrations of insider trading violations. These illustrations are hypothetical and, consequently, not intended to reflect on the actual activities or business of the Company or any other entity. Trading by Insider An officer of X Corporation learns that earnings to be reported by X Corporation will increase dramatically. Prior to the public announcement of such earnings, the officer purchases X Corporation’s stock. The officer, an insider, is liable for all profits as well as penalties of up to three times the amount of all profits. The Exhibit 19.1
7 officer is also subject to, among other things, criminal prosecution, including up to $5 million in additional fines and 20 years in jail. Depending upon the circumstances, X Corporation and the individual to whom the officer reports could also be liable as controlling persons. Trading by Tippee An officer of X Corporation tells a friend that X Corporation is about to publicly announce that it has concluded an agreement for a major acquisition. This tip causes the friend to purchase X Corporation’s stock in advance of the announcement. The officer is jointly liable with his friend for all of the friend’s profits, and each is liable for all civil penalties of up to three times the amount of the friend’s profits. The officer and his friend are also subject to criminal prosecution and other remedies and sanctions, as described above. H. Prohibition of Records Falsification and False Statements Section 13(b)(2) of the 1934 Act requires companies subject to the 1934 Act to maintain proper internal books and records and to devise and maintain an adequate system of internal accounting controls. The SEC has supplemented the statutory requirements by adopting rules that prohibit (i) any person from falsifying records or accounts subject to the above requirements, and (ii) officers or directors from making any materially false, misleading, or incomplete statement to any accountant in connection with any audit or filing with the SEC. These provisions reflect the SEC’s intent to discourage officers, directors, and other persons with access to the Company’s books and records from taking action that might result in the communication of materially misleading financial information to the investing public. Falsifying records or accounts or making materially false, misleading, or incomplete statements in connection with an audit or filing with the SEC could also result in criminal penalties for obstruction of justice. IV. Statement of Procedures to Prevent Insider Trading The following procedures have been established, and will be maintained and enforced, by the Company to prevent insider trading. A. Blackout Periods The period during which the Company prepares quarterly financials is a sensitive time for insider trading purposes, as Company personnel may be more likely to possess, or be presumed to possess, material nonpublic information. To avoid the appearance of impropriety and assist Company personnel in planning transactions in the Company’s securities for appropriate times, the Company will implement blackout periods prior to each quarter’s earnings announcement during which requests for approval of stock trades generally will not be granted. While the precise time of each blackout period will vary based on facts and circumstances, you should expect that beginning on the 10th day of each of the second, third and fourth quarters (April 10, July 10 and October 10) and the 20th day of the first quarter (January 20), and ending on the close of business Exhibit 19.1
8 two business days after the public announcement of the Company’s prior quarter’s earnings, no Covered Person listed on Schedule I (as amended from time to time) will be permitted to purchase or sell any security of the Company, except for: purchases of the Company’s securities from the Company or sales of the Company’s securities to the Company; exercises of stock options or other equity awards, the surrender of shares to the Company in payment of the exercise price or in satisfaction of any tax withholding obligations in a manner permitted by the applicable equity award agreement, or the vesting of equity-based awards that do not involve a market sale of the Company’s securities (the cashless exercise of a Company stock option through a broker does involve a market sale of the Company’s securities, and therefore would not qualify under this exception); and purchases or sales of the Company’s securities made pursuant to any binding contract, specific instruction, or written plan entered into while the purchaser or seller, as applicable, was unaware of any material nonpublic information and which contract, instruction, or plan (i) meets all the conditions for the affirmative defense provided by Rule 10b5-1, (ii) was precleared in advance pursuant to this Policy, and (iii) has not been amended or modified in any respect after such initial preclearance without such amendment or modification being precleared in advance pursuant to this Policy. Exceptions to the blackout period policy may be approved only by the Compliance Officer, or, in the case of an exception for the Compliance Officer, the Chief Executive Officer, or, in the case of exceptions for directors, the Board of Directors or Audit Committee of the Board of Directors. From time to time, the Company, through the Board of Directors, a committee thereof, or the Compliance Officer, may recommend that Covered Persons or others suspend trading in the Company’s securities because of developments that have not yet been disclosed to the public. Subject to the exceptions noted above, all those affected should not trade in the Company’s securities while the suspension is in effect, and should not disclose to others that the Company has suspended trading. B. Preclearance of All Trades To provide assistance in preventing inadvertent violations of applicable securities laws and to avoid the appearance of impropriety in connection with the purchase and sale of the Company’s securities, all transactions in the Company’s securities (including, without limitation, acquisitions and dispositions of Company stock, the exercise of stock options, elective transactions under 401(k)/ESPP/deferred compensation plans, gifts of Company stock and the sale of Company stock issued upon exercise of stock options) by Covered Persons listed on Schedule I (as amended from time to time) (each, a “Preclearance Person”) must be precleared Exhibit 19.1
9 by the Compliance Officer, except for certain exempt transactions as explained in Section VI of this Policy. Preclearance does not relieve you of your responsibility under SEC rules. A request for preclearance must be made in writing using the form attached hereto as “Attachment A,” should be made at least two business days in advance of the proposed transaction, and should include the information required thereby, including the identity of the Preclearance Person, the type of proposed transaction, the proposed date of the transaction, the number of shares or other securities to be involved, and a certification (in the form approved by the Compliance Officer) that he or she is not aware of material nonpublic information about the Company. The Compliance Officer shall have sole discretion to decide whether to clear any contemplated transaction, except that the Company’s Chief Executive Officer shall have sole discretion to decide whether to clear transactions by the Compliance Officer or persons or entities subject to this policy as a result of their relationship with the Compliance Officer. All trades that are precleared must be effected within two business days of receipt of the preclearance, unless a specific exception has been granted by the Compliance Officer or, if applicable, the Company’s Chief Executive Officer (the “Window Period”). A precleared trade (or any portion of a precleared trade) that has not been effected during the Window Period must be precleared again prior to execution. Notwithstanding receipt of preclearance, if the Preclearance Person becomes aware of material nonpublic information or becomes subject to a blackout period before the transaction is effected, the transaction may not be completed. None of the Company, the Compliance Officer, the Company’s Chief Executive Officer or the Company’s other employees will have any liability for any delay in reviewing, or refusal of, a request for preclearance submitted pursuant to this Section IV.B. Notwithstanding any preclearance of a transaction pursuant to this Section IV.B, none of the Company, the Compliance Officer, the Company’s Chief Executive Officer or the Company’s other employees assumes any liability for the legality or consequences of such transaction to the person engaging in such transaction. C. Post-Termination Transactions With the exception of the preclearance requirement, this Policy continues to apply to transactions in the Company’s securities even after termination of service to the Company. If you are in possession of material nonpublic information when your service terminates, you may not trade in the Company’s securities until that information has become public or is no longer material. D. Information Relating to the Company 1. Access to Information Access to material nonpublic information about the Company, including the Company’s business, earnings, or prospects, should be limited to officers, directors, employees, consultants and contractors of the Company on a “need-to-know” basis. In addition, such information should not be communicated to anyone outside the Company under any circumstances (except in Exhibit 19.1
10 accordance with the Company’s policies regarding the protection or authorized external disclosure of Company information) or to anyone within the Company on an other than “need- to-know” basis. In communicating material nonpublic information to employees, consultants and contractors of the Company, all Covered Persons must take care to emphasize the need for confidential treatment of such information and adherence to the Company’s policies with regard to confidential information. 2. Inquiries From Third Parties Inquiries from third parties, such as industry analysts or members of the media, about the Company should be directed to the Compliance Officer. E. Limitations on Access to Company Information The following procedures are designed to maintain confidentiality with respect to the Company’s business operations and activities. All Covered Persons should take all steps and precautions necessary to restrict access to, and secure, material nonpublic information by, among other things: maintaining the confidentiality of Company-related transactions; conducting their business and social activities so as not to risk inadvertent disclosure of confidential information. Review of confidential documents in public places should be conducted so as to prevent access by unauthorized persons; restricting access to documents and files (including computer files) containing material nonpublic information to individuals on a “need-to-know” basis (including maintaining control over the distribution of documents and drafts of documents); promptly removing and cleaning up all confidential documents and other materials from conference rooms following the conclusion of any meetings; disposing of all confidential documents and other papers once there is no longer any business or other legally required need — through shredders when appropriate; restricting access to areas likely to contain confidential documents or material nonpublic information; safeguarding laptop computers, tablets, memory sticks, and other items that contain confidential information; and Exhibit 19.1
11 avoiding the discussion of material nonpublic information in places where the information could be overheard by others, such as in elevators, restrooms, hallways, restaurants, airplanes, or taxicabs. Covered Persons involved with material nonpublic information, to the extent feasible, should conduct their business and activities in areas separate from other Company activities. V. Additional Prohibited Transactions The Company has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if the persons subject to this Policy engage in certain types of transactions. Therefore, Covered Persons shall comply with the following policies with respect to certain transactions in the Company securities: A. Short Sales Short sales of the Company’s securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller has no confidence in the Company or its short-term prospects. In addition, short sales may reduce the seller’s incentive to improve the Company’s performance. For these reasons, short sales of the Company’s securities are prohibited by this Policy. In addition, as noted below, Section 16(c) of the 1934 Act absolutely prohibits Section 16 reporting persons from making short sales of the Company’s equity securities, i.e., sales of shares that the insider does not own at the time of sale, or sales of shares against which the insider does not deliver the shares within 20 days after the sale. B. Publicly Traded Options A transaction in options is, in effect, a bet on the short-term movement of the Company’s stock and therefore creates the appearance that a Covered Person is trading based on material nonpublic information. Transactions in options may also focus a Covered Person’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in puts, calls, or other derivative securities involving the Company’s equity securities, on an exchange or in any other organized market, are prohibited by this Policy. C. Hedging Transactions Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow a Covered Person to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. Such transactions allow the Covered Person to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the Covered Person may no longer have the same objectives as the Company’s other stockholders. Therefore, such transactions involving the Company’s equity securities are prohibited by this Policy. Exhibit 19.1
12 D. Purchases of the Company’s Securities on Margin; Pledging the Company’s Securities to Secure Margin or Other Loans Purchasing on margin means borrowing from a brokerage firm, bank, or other entity in order to purchase the Company’s securities (other than in connection with a cashless exercise of stock options under the Company’s equity plans). Margin purchases of the Company’s securities are prohibited by this Policy. Pledging the Company’s securities as collateral to secure loans is also prohibited. This prohibition means, among other things, that you cannot hold the Company’s securities in a “margin account” (which would allow you to borrow against your holdings to buy securities). E. Partnership Distributions Nothing in this Policy is intended to limit the ability of a venture capital partnership or other similar entity with which a director is affiliated to distribute Company securities to its partners, members, or other similar persons. It is the responsibility of each affected director and the affiliated entity, in consultation with their own counsel (as appropriate), to determine the timing of any distributions, based on all relevant facts and circumstances and applicable securities laws. VI. Rule 10b5-1 Trading Plans, Section 16, and Rule 144 A. Rule 10b5-1 Trading Plans Rule 10b5-1 provides an affirmative defense from insider trading liability. In order to be eligible to rely on this defense, a person subject to this Policy must enter into a plan that meets certain conditions specified in Rule 10b5-1. The trading restrictions set forth in this Policy do not apply to transactions under a previously established contract, plan, or instruction to trade in the Company’s stock that meet the conditions for the affirmative defense under Rule 10b5-1 and are in accordance with all applicable state laws (a “Trading Plan”) that has been submitted to and preapproved by the Compliance Officer (or, with respect to the Compliance Officer, the Company’s Chief Executive Officer), or such other person as the Board of Directors may designate from time to time (the “Authorizing Officer”). All Trading Plans must meet the conditions for the affirmative defense under Rule 10b5- 1. In general, to meet such conditions with respect to any Trading Plan, you must: enter into the Trading Plan in good faith at a time when you were not in possession of material nonpublic information about the Company and act in good faith with respect to that Trading Plan (and include a representation to this effect in the Trading Plan); in the Trading Plan, either (i) specify the amounts, prices, and dates of all security transactions under the Trading Plan, (ii) provide a written formula, algorithm, or computer program for determining the amount, price, and date of the Exhibit 19.1
13 transactions, or (iii) prohibit yourself from exercising any subsequent influence over the transactions; include in the Trading Plan a cooling-off period before trading can commence that, for directors or officers, ends on the later of 90 days after the adoption of the Trading Plan or two business days following the disclosure of the Company’s financial results in an SEC periodic report for the fiscal quarter in which the plan was adopted (subject to a maximum of 120 days after adoption of the Trading Plan), and, for persons other than directors or officers, ends 30 days following the adoption or modification of a Rule 10b5-1 plan; not enter into more than one Trading Plan at a time (subject to certain exceptions contained in Rule 10b5-1); and only enter into one single-trade Trading Plan during any 12-month period (subject to certain exceptions contained in Rule 10b5-1). You may only amend or revoke a Trading Plan outside of quarterly trading blackout periods when you do not possess material nonpublic information. Any amendment or revocation of a Trading Plan must be made in compliance with the applicable conditions under Rule 10b5-1 and must be preapproved by the Authorizing Officer. The description above of the conditions for the affirmative defense under Rule 10b5-1 is only a summary. Compliance of a Trading Plan with the conditions for the affirmative defense under Rule 10b5-1 and the execution of transactions pursuant to the Trading Plan are the sole responsibility of the person initiating the Trading Plan, and none of the Company, the Authorizing Officer, or the Company’s other employees assume any liability for any delay in reviewing and/or refusing a Trading Plan submitted for approval nor the legality or consequences relating to a person entering into or trading under a Trading Plan. The Company reserves the right to publicly announce, or respond to inquiries from the media regarding, the implementation of Trading Plans or the execution of transactions made under a Trading Plan. The Company also reserves the right from time to time to suspend, discontinue, or otherwise prohibit transactions under a Trading Plan if the Authorizing Officer or the Board of Directors, in its discretion, determines that such suspension, discontinuation, or other prohibition is in the best interests of the Company. The cashless exercise of options under Trading Plans is permitted only through “same-day sales,” in which the option holder does not pay for the stock up front, but rather receives cash equal to the difference between the stock value and option exercise price. Transactions prohibited under Section V of this Policy, including short sales and hedging transactions, may not be carried out through a Trading Plan. Trading Plans do not exempt you from complying with Section 16 short-swing profit rules or liability. Exhibit 19.1
14 During an open trading window, trades differing from Trading Plan instructions that are already in place are allowed as long as the Trading Plan continues to be followed. The Company and the Company’s officers and directors must make certain disclosures in SEC filings concerning Trading Plans and non-Rule 10b5-1 arrangements (as defined in Regulation S-K Item 408). Officers and directors of the Company must provide any information requested by the Company for the purpose of providing these required disclosures or any other disclosures that the Company deems to be appropriate under the circumstances. B. Section 16: Insider Reporting Requirements, Short-Swing Profits, and Short Sales (Applicable to Officers, Directors, and 10% Stockholders) 1. Reporting Obligations Under Section 16(a): SEC Forms 3, 4, and 5 Section 16(a) of the 1934 Act generally requires all officers, directors, and 10% stockholders (“Section 16 Insiders”), within 10 days after becoming a Section 16 Insider, to file with the SEC an “Initial Statement of Beneficial Ownership of Securities” on SEC Form 3, listing the amount of the Company’s stock, options, and warrants that the Section 16 Insider beneficially owns. Following the initial filing on SEC Form 3, changes in beneficial ownership of the Company’s stock, options, and warrants must be reported on SEC Form 4, generally within two days after the date on which such change occurs, or in certain cases on Form 5, within 45 days after fiscal year-end. The two-day Form 4 deadline begins to run from the trade date rather than the settlement date. A Form 4 must be filed even if, as a result of balancing transactions, there has been no net change in holdings. In certain situations, purchases or sales of Company stock made within six months prior to the filing of a Form 3 must be reported on Form 4. Similarly, certain purchases or sales of Company stock made within six months after an officer or director ceases to be a Section 16 Insider must be reported on Form 4. 2. Recovery of Profits Under Section 16(b) For the purpose of preventing the unfair use of information that may have been obtained by a Section 16 Insider, any profits realized by a Section 16 Insider from any “purchase” and “sale” of Company stock during a six-month period, so called “short-swing profits,” may be recovered by the Company. When such a purchase and sale occurs, good faith is no defense. The insider is liable, even if compelled to sell for personal reasons, and even if the sale takes place after full disclosure and without the use of any material nonpublic information. The Section 16 Insider liability under Section 16(b) of the 1934 Act is only to the Company itself. The Company, however, cannot waive its right to short swing profits, and any Company stockholder can bring suit in the name of the Company. Reports of ownership filed with the SEC on Form 3, Form 4, or Form 5 pursuant to Section 16(a) (discussed above) are readily available to the public, and certain attorneys carefully monitor these reports for potential Section 16(b) violations. In addition, liabilities under Section 16(b) may require separate disclosure in the Company’s annual report to the SEC on Form 10-K or its proxy statement for its annual meeting of stockholders. No suit may be brought more than two years after the date the profit was Exhibit 19.1
15 realized. However, if the Section 16 Insider fails to file a report of the transaction under Section 16(a), as required, the two-year limitation period does not begin to run until after the transactions giving rise to the profit have been disclosed. Failure to report transactions and late filing of reports require separate disclosure in the Company’s proxy statement. Officers and directors should consult the attached “Short-Swing Profit Rule Section 16(b) Checklist” attached hereto as “Attachment B” in addition to consulting the Compliance Officer prior to engaging in any transactions involving the Company’s securities, including, without limitation, the Company’s stock, options, or warrants. 3. Short Sales Prohibited Under Section 16(c) Section 16(c) of the 1934 Act absolutely prohibits Section 16 Insiders from making short sales of the Company’s equity securities. Short sales include sales of stock that the Section 16 Insider does not own at the time of sale, or sales of stock against which the Section 16 Insider does not deliver the shares within 20 days after the sale. Under certain circumstances, the purchase or sale of put or call options, or the writing of such options, can result in a violation of Section 16(c). Section 16 Insiders violating Section 16(c) face criminal liability. You should consult the Compliance Officer if you have any questions regarding reporting obligations, short-swing profits or short sales under Section 16. C. Rule 144 (Applicable to Section 16 Insiders) Rule 144 provides a safe harbor exemption to the registration requirements of the Securities Act of 1933, as amended, for certain resales of “restricted securities” and “control securities.” “Restricted securities” are securities acquired from an issuer, or an affiliate of an issuer, in a transaction, or chain of transactions, not involving a public offering. “Control securities” are any securities owned by directors, executive officers, or other “affiliates” of the issuer, including stock purchased in the open market and stock received upon exercise of stock options. Sales of Company securities by affiliates (generally, Section 16 Insiders of the Company) must comply with the requirements of Rule 144, which are summarized below: Current Public Information. The Company must have filed all SEC-required reports during the last 12 months. Volume Limitations. Total sales of Company common stock by a covered individual for any three-month period may not exceed the greater of: (i) 1% of the total number of outstanding shares of Company common stock, as reflected in the most recent report or statement published by the Company, or (ii) the average weekly reported volume of such shares traded during the four calendar weeks preceding the filing of the requisite Form 144. Method of Sale. The shares must be sold either in a “broker’s transaction” or in a transaction directly with a “market maker.” A “broker’s transaction” is one in Exhibit 19.1
16 which the broker does no more than execute the sale order and receive the usual and customary commission. Neither the broker nor the selling person can solicit or arrange for the sale order. In addition, the selling person or member of the Board of Directors must not pay any fee or commission other than to the broker. A “market maker” includes a specialist permitted to act as a dealer, a dealer acting in the position of a block positioner, and a dealer who holds himself out as being willing to buy and sell Company common stock for his own account on a regular and continuous basis. Notice of Proposed Sale. A notice of the sale (a Form 144) must be filed with the SEC at the time of the sale. Brokers generally have internal procedures for executing sales under Rule 144, and will assist you in completing the Form 144 and in complying with the other requirements of Rule 144. If you are subject to Rule 144, you must instruct your broker who handles trades in Company securities to follow the brokerage firm’s Rule 144 compliance procedures in connection with all trades. VII. Execution and Return of Certification of Compliance After reading this Policy, all Covered Persons should execute and return to the Compliance Officer the Certification of Compliance form attached hereto as “Attachment C.” Exhibit 19.1
Schedule I Individuals Subject to Quarterly Trading Blackouts All directors of the Company All employees of the Company All contractors or consultants providing services to the Company who have access to material nonpublic information, such as property management or accounting contractors and consultants Exhibit 19.1
Attachment A ORION OFFICE REIT INC. PRE-CLEARANCE REQUEST Please complete and return this form to the General Counsel. Name of Person Requesting Pre-Clearance Title Note - You must pre-clear transactions involving Orion Office REIT Inc. securities by you, your spouse, children and relatives sharing your household, as well as transactions involving other entities such as trusts, corporations and partnerships in which you have or share control. Type of Security [check all applicable boxes] ☐ Common Stock ☐ Restricted Stock ☐ Restricted Stock Unit ☐ Stock Option ☐ Stock Appreciation Right ☐ Other Stock Based Award ☐ Other Number of Securities ____________________________________ Proposed Date of Transaction _____________________________ Type of Transaction [check all applicable boxes] ☐ Stock Option exercise – exercise price paid as follows: ☐ Broker’s cashless exchange ☐ Cash payment ☐ Other ☐ Withholding tax with respect to Restricted Stock, Restricted Stock Units, Stock Option, Stock Appreciation Rights or an Other Stock-Based Award paid as follows: ☐ Broker’s cashless exchange ☐ Cash payment ☐ Other ☐ Conversion or exchange of derivative security that will settle in common stock (circle one) ☐ Gift ☐ Purchase (private transaction or open market (circle one)) ☐ Sale (private transaction or open market (circle one)) ☐ Transfer ☐ Other * Includes, but is not limited to, conversion or exchange of any security or other interest that is convertible for or exchangeable into (x) any equity or other security of the Company or (y) any equity or other security of a subsidiary of the Company, which in turn is convertible for or exchangeable into any equity or other security of the Company. Exhibit 19.1
Attachment A Other Information Please provide any relevant details regarding the proposed transaction. Certification and Acknowledgment: Note – Please review the Orion Office REIT Inc. Insider Trading Compliance Policy prior to making the below certification and acknowledgment. Certain of the above transactions (e.g., the exercise of a stock option and certain gift transactions or other transfers) may be permitted while you are in possession of material nonpublic information. ☐ I am not currently in possession of any material nonpublic information relating to Orion Office REIT Inc. and its subsidiaries. ☐ (If transaction is a gift) I intend to make a bona fide gift of securities and I do not believe that the gift recipient intends to sell the securities while I am in possession of material, nonpublic information about Orion Office REIT Inc. and its subsidiaries. ☐ I understand that clearance may be rescinded prior to effectuating the above transaction if material nonpublic information regarding Orion Office REIT Inc. arises and, in the reasonable judgment of Orion Office REIT Inc., the completion of my trade would be inadvisable. I also understand that the ultimate responsibility for compliance with the insider trading provisions of the federal securities laws rests with me and that clearance of any proposed transaction should not be construed as a guarantee that I will not later be found to have been in possession of material nonpublic information. ☐ I hereby certify that the statements made on this form are true and correct. Signature Date Print Name Email Telephone Number _______________________ □ Request Approved (transaction must be completed during the “Window Period” (as described in Section IV.B of the Insider Trading Compliance Policy). □ Request Denied □ Request Approved with the following modification: Signature Date Exhibit 19.1
Attachment B Short-Swing Profit Rule Section 16(b) Checklist Note: ANY combination of PURCHASE AND SALE or SALE AND PURCHASE within six months of each other by an officer, director, or 10% stockholder (or any family member living in the same household or certain affiliated entities) results in a violation of Section 16(b), and the “profit” must be recovered by Orion Office REIT Inc. (the “Company”). It makes no difference how long the shares being sold have been held or, for officers and directors, that you were an insider for only one of the two matching transactions. The highest priced sale will be matched with the lowest priced purchase within the six-month period. Sales If a sale is to be made by an officer, director, or 10% stockholder (or any family member living in the same household or certain affiliated entities): 1. Have there been any purchases by the insider (or family members living in the same household or certain affiliated entities) within the past six months? 2. Have there been any option grants or exercises not exempt under Rule 16b-3 within the past six months? 3. Are any purchases (or nonexempt option exercises) anticipated or required within the next six months? 4. Has a Form 4 been prepared? Note: If a sale is to be made by an affiliate of the Company, has a Form 144 been prepared and has the broker been reminded to sell pursuant to Rule 144? Purchases And Option Exercises If a purchase or option exercise for Company stock is to be made: 1. Have there been any sales by the insider (or family members living in the same household or certain affiliated entities) within the past six months? 2. Are any sales anticipated or required within the next six months (such as tax- related or year-end transactions)? 3. Has a Form 4 been prepared? Before proceeding with a purchase or sale, consider whether you are aware of material nonpublic information that could affect the price of the Company stock. All transactions in the Company’s securities by officers and directors must be precleared by contacting the Company’s Compliance Officer. Exhibit 19.1
Attachment C Certification of Compliance Return by [_________] [insert return deadline] To: __________________, Compliance Officer From: __________________________ Re: Insider Trading Compliance Policy of Orion Office REIT Inc. I have received, reviewed, and understand the above-referenced Insider Trading Compliance Policy and undertake, as a condition to my present and continued employment (or, if I am not an employee, affiliation with) Orion Office REIT Inc. to comply fully with the policies and procedures contained therein. I hereby certify, to the best of my knowledge, that during the calendar year ending December 31, 20[__], I have complied fully with all policies and procedures set forth in the above-referenced Insider Trading Compliance Policy. ___________________________ _______________ Signature Date ___________________________ Title Exhibit 19.1