SEC Form 4 · accession 0000897069-26-001650
ORION ENERGY SYSTEMS, INC. · OESX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott A. Green
Officer — President and COO
Period of report
Aug 11, 2026
Accepted (ET)
Aug 12, 2026 · 4:34 pm 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 StockF2 | Aug 11, 2026 | A | 9,000 | $0.00 | A | 129,678 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F3 | $19.75 | Aug 11, 2026 | A | 17,500 | A | — | Aug 11, 2036 | Common Stock | 17,500 | 17,500 | D |
| Stock Options (right to buy)F5,F4 | $6.00 | holding | — | — | — | — | Jul 17, 2035 | Common Stock | 12,500 | 12,500 | D |
Explanation of responses
- F1Restricted stock granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan. The restricted stock vests and becomes exercisable with respect to 1/3 of the restricted stock on each of August 11, 2027, 2028 and 2029, respectively.
- F2On August 22, 2025, the issuer effected a 1-for-10 reverse stock split of the issued and outstanding shares of its common stock. Upon effectiveness of the reverse stock split, every 10 shares of common stock was automatically converted into one share of common stock, resulting in the reporting person's beneficial ownership of 1,235,036 less shares of common stock held directly. Additionally, the amount of common stock beneficially owned by the reporting person, on a post reverse stock split basis, has been adjusted to reflect the forfeiture of 16,548 performance shares for which performance conditions were not met.
- F3Option to buy shares of common stock granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan. This option was granted August 11, 2026 and becomes exercisable, 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 Mr. Green remains in Orion Energy Systems, Inc.'s employment until the applicable vesting date.
- F4Option to buy shares of common stock granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan. This option was granted July 18, 2025 and becomes exercisable, 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 Mr. Brodin remains in Orion Energy Systems, Inc.'s employment until the applicable vesting date.
- F5On August 22, 2025, the issuer effected a 1-for-10 reverse stock split of the issued and outstanding shares of its common stock. Upon effectiveness of the reverse stock split, every 10 shares of common stock was automatically converted into one share of common stock, and the number of shares subject to the reporting person's option was divided by 10, such that the option is exercisable for 112,500 less shares of common stock. Additionally, proportionate equitable adjustments were made to the exercise price of the option and the vesting requirements for the performance-vesting portion of the option.