SEC Form 4 · accession 0000897069-26-001449

ORION ENERGY SYSTEMS, INC. · OESX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Executive Officer · Director

Period of report

Jun 23, 2026

Accepted (ET)

Jun 25, 2026 · 8:37 am EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001409375

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Jun 23, 2026	P	955	$9.50	A	47,479	D
Common Stock^F1	Jun 24, 2026	P	1,780	$9.47	A	49,259	D
Common Stock	holding	—	—		—	100	I	By Spouse

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options (right to buy)^F2	$6.00	holding	—	—	—	—	Jul 17, 2035	Common Stock	50,000	50,000	D

F1The price in Column 4 is a weighted average price. The prices actually received ranged from $9.44 to $9.50. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.
F2This option becomes exercisable as follows: (i) the portion of the stock option exercisable for one-half of the option shares (25,000 shares) will vest in three equal increments on each of the first three anniversaries of the grant date, provided Ms. Washlow remains in Orion Energy Systems, Inc.'s employment until the applicable vesting date, and (ii) the second one-half of the grant (25,000 shares) will vest, if at all, in three equal increments if the average closing sale price of Orion Energy Systems, Inc.'s common stock, for five consecutive trading days during the three calendar years immediately following the date of the grant, equals or exceeds $30.00, $40.00 and $50.00, respectively, provided Ms. Washlow remains in Orion Energy Systems, Inc.'s employment until the applicable vesting date.