SEC Form 4 · accession 0000897069-26-001661
ORION ENERGY SYSTEMS, INC. · OESX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sally A. Washlow
Officer — Chief Executive Officer · Director
Period of report
Aug 11, 2026
Accepted (ET)
Aug 12, 2026 · 5:39 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 Stock | Aug 11, 2026 | A | 12,000 | $0.00 | A | 61,259 | D | |
| Common Stock | holding | — | — | — | 100 | I | By Spouse |
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)F2 | $19.75 | Aug 11, 2026 | A | 25,000 | A | — | Aug 11, 2036 | Common Stock | 25,000 | 25,000 | D |
| Stock Options (right to buy)F3 | $6.00 | holding | — | — | — | — | Jul 17, 2035 | Common Stock | 50,000 | 50,000 | D |
Explanation of responses
- F1Restricted stock granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended and restated. 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.
- F2Option to buy shares of common stock granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended and restated. 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 Ms. Washlow remains in Orion Energy Systems, Inc.'s employment until the applicable vesting date.
- F3This 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 of July 18, 2025, 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.