Sally A. Washlow - Aug 7, 2025 Form 4 Insider Report for ORION ENERGY SYSTEMS, INC. (OESX)

Role: Chief Executive Officer, Director
Signature: /s/ Steven R. Barth, Attorney-in-Fact for Sally A. Washlow
Stock symbol: OESX
Transactions as of: Aug 7, 2025
Transactions value $: $0
Form type: 4
Date filed: 8/8/2025, 08:55 AM
Previous filing: Jul 1, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Washlow Sally A.	Chief Executive Officer, Director	2210 WOODLAND DRIVE, MANITOWOC	/s/ Steven R. Barth, Attorney-in-Fact for Sally A. Washlow	2025-08-08	0001498395

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	OESX	Common Stock						254K	Aug 7, 2025	Direct
holding	OESX	Common Stock						1K	Aug 7, 2025	By Spouse

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	OESX	Stock Options (right to buy)	Award	$0	+500K		$0.00	500K	Aug 7, 2025	Common Stock	500K	$0.60	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This option was granted July 18, 2025, subject to shareholder approval of the stock option award. Orion Energy Systems, Inc.'s stockholders approved the stock option award on August 7, 2025.
F2	This option becomes exercisable as follows: (i) the portion of the stock option exercisable for one-half of the option shares (250,000 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 (250,000 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 $3.00, $4.00 and $5.00, respectively, provided Ms. Washlow remains in Orion Energy Systems, Inc.'s employment until the applicable vesting date.

Content

This option was granted July 18, 2025, subject to shareholder approval of the stock option award. Orion Energy Systems, Inc.'s stockholders approved the stock option award on August 7, 2025.

This option becomes exercisable as follows: (i) the portion of the stock option exercisable for one-half of the option shares (250,000 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 (250,000 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 $3.00, $4.00 and $5.00, respectively, provided Ms. Washlow remains in Orion Energy Systems, Inc.'s employment until the applicable vesting date.