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Orion Energy Systems, Inc. 8-K Filings

OESX NASDAQ

Every 8-K that Orion Energy Systems, Inc. (OESX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow OESX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full OESX filings page.

Rhea-AI Summary

Orion Energy Systems, Inc. held its 2026 Annual Meeting on August 6, 2026. Shareholders approved an amended and restated 2016 Omnibus Incentive Plan, increasing common shares available for issuance from 600,000 to 900,000, an increase of 300,000, and extending the plan term to the tenth anniversary of the 2026 meeting. The amendment also sets an annual limit of $500,000 in combined director awards and cash fees.

As of the June 10, 2026 record date, 4,056,568 shares were outstanding and entitled to vote, with approximately 70% represented. Shareholders elected Richard A. Shapiro and Heather L. Wishart-Smith as Class I directors, approved say-on-pay and the Amended 2016 Plan, and ratified BDO USA, P.C. as independent auditor for fiscal 2027, each by the stated majorities of votes cast.

Rhea-AI Summary

Orion Energy Systems reported strong fiscal 2027 first-quarter results for the period ended June 30, 2026. Total revenue grew 32% to $25.7 million from $19.6 million, led by LED lighting at $17.7 million, EV charging at $4.0 million and maintenance services at $4.1 million. Gross margin expanded to 34.6% from 30.1%, supporting net income of $2.0 million, or $0.48 basic EPS, versus a net loss of $1.2 million a year earlier. Adjusted EBITDA increased to $2.5 million, marking a seventh consecutive positive quarter.

Operating expenses declined slightly year over year, yielding income from operations of $2.1 million. The company generated $1,352 thousand of operating cash flow and ended the quarter with $5,165 thousand of cash, $13 million of working capital and financial liquidity of $18 million. Management highlighted entry into the hyper-scale data center market, continued growth in EV charging and maintenance, implementation of a new ERP system, and an extension of its revolving credit facility maturity to June 30, 2030. Orion reiterated expectations for positive adjusted EBITDA on fiscal 2027 revenue between $95 million and $97 million.

Rhea-AI Summary

Orion Energy Systems reported stronger Q4 2026 and full-year 2026 results, while guiding to further growth in fiscal 2027. Q4 2026 revenue rose to $25.7M from $20.9M, a 23% increase, with gross margin improving to 37.0% from 27.5%. The quarterly net loss narrowed to $1.5M, or $0.39 per share, and adjusted EBITDA increased to $0.8M from $0.2M, marking a sixth consecutive quarter of positive adjusted EBITDA.

For FY 2026, revenue grew to $86.3M from $79.7M, while gross margin expanded to 32.6% from 25.4%. The full-year net loss improved to $3.2M from $11.8M, and adjusted EBITDA turned positive at $2.2M versus a $2.9M loss. LED lighting drove most of the growth, with revenue up 17% to $55.9M, while EV charging revenue softened.

Orion entered FY 2027 with a $30M backlog and reiterated expectations for revenue between $95M and $97M and positive adjusted EBITDA. The company ended March 31, 2026 with $3.3M of cash, $3.0M drawn on its revolving credit facility, and total shareholders’ equity of $16.6M, while also extending its credit facility maturity to June 30, 2030.

Rhea-AI Summary

Orion Energy Systems reported preliminary unaudited Fiscal Year 2026 results, expecting about $86 million in revenue and at least $2 million in adjusted EBITDA, reflecting a return to profitability on a non-GAAP basis.

The company reiterated guidance for Fiscal Year 2027 of $95–$97 million in revenue with positive adjusted EBITDA. Management highlighted a $30 million backlog as of March 31, 2026, growing enterprise orders, cost-structure improvements and six consecutive quarters of positive adjusted EBITDA as key drivers of what it describes as a profitable growth path.

Rhea-AI Summary

Orion Energy Systems filed an update confirming its outlook for stronger growth and profitability in the next two fiscal years. The company reiterated preliminary expectations for Fiscal 2026 revenue in a range of $84–$86 million, with positive adjusted EBITDA for the year.

For Fiscal 2027, Orion again guided to revenue between $95 million and $97 million, also paired with an expectation of positive adjusted EBITDA. Management links this outlook to rising orders from enterprise customers, prior cost-structure improvements and greater competitive visibility under CEO Sally Washlow, who is marking her first year in the role.

Orion highlighted six consecutive quarters of positive adjusted EBITDA and commercial momentum, including a $42–$45 million three-year maintenance engagement renewal with a major U.S. retailer. The company plans to discuss full Fiscal 2026 results and its outlook in more detail in a June 4 earnings release and call.

Rhea-AI Summary

Orion Energy Systems, Inc. reached a comprehensive settlement with the Connors Parties over disputed Voltrek earn-out obligations. The company made a one-time cash payment of $3.0 million on March 18, 2026, to Final Frontier, resolving the CPA firm arbitration, a related AAA arbitration, and all earn-out statement disputes.

The settlement terminates the MIPA, all related earn-out agreements, and all liens and security interests on Orion’s assets, with mutual general releases of claims. Ms. Connors remains a part-time employee and shareholder, and Orion will help the Connors Parties enter a Rule 10b5-1 trading plan. Separately, effective March 19, 2026, Orion agreed to terminate two long-term New Jersey solar PPAs by transferring the solar arrays to a third party in exchange for $1.3 million in cash, expected within 21 days, which will significantly offset the settlement payment.

Rhea-AI Summary

Orion Energy Systems, Inc. filed a current report to notify investors that it released its quarterly financial results. On February 5, 2026, the company issued a press release covering its fiscal 2026 quarter ended December 31, 2025. The press release is included as Exhibit 99.1, while Exhibit 104 provides the cover page interactive data file embedded in the Inline XBRL document.

Rhea-AI Summary

Orion Energy Systems, Inc. entered into an underwriting agreement with Craig-Hallum Capital Group LLC and sold 500,000 shares of its common stock in an underwritten offering. The transaction closed on February 2, 2026, and generated approximately $6.4 million in net proceeds for the company after fees and expenses.

Orion plans to use most of the cash to reduce amounts outstanding under its existing credit agreement, with the remaining funds allocated to working capital and general corporate purposes. The offering was conducted as a takedown from Orion’s previously effective shelf registration statement on Form S-3.

Under the agreement and related lock-up arrangements, Orion and all of its directors and executive officers agreed not to sell or transfer company securities for 90 days after February 2, 2026, unless the underwriter consents. The filing also references customary indemnification, closing conditions, and legal opinions related to the share issuance.

Rhea-AI Summary

Orion Energy Systems, Inc. filed a current report to note that it has released updated information on its recent and upcoming revenue. On January 20, 2026, the company issued a press release announcing its expected quarterly revenue results for the fiscal 2026 quarter ended December 31, 2025. The same release also provides an updated revenue outlook for the rest of fiscal 2026 and introduces revenue guidance for fiscal 2027.

The press release containing these details is furnished as an exhibit to this report rather than being fully included in the text. This means the numerical revenue figures and specific guidance ranges are presented in the accompanying press release, which is identified as an exhibit to the filing.

Rhea-AI Summary

Orion Energy Systems (OESX) reinstated the CEO cash signing bonus tied to Sally A. Washlow’s appointment and confirmed her related direct purchase of $300,000 of common stock from the company. The shares will be issued on November 19, 2025, priced using the average closing price over the five preceding trading days.

The bonus and stock purchase were previously deferred for up to one year and reviewed quarterly by the Board’s Human Capital Management and Compensation Committee and Ms. Washlow.

Rhea-AI Summary

Orion Energy Systems, Inc. (OESX) furnished an 8‑K to announce its quarterly financial results. The company reported results for its fiscal 2026 quarter ended September 30, 2025, with details provided in a press release furnished as Exhibit 99.1 under Item 2.02.

The company’s common stock trades on the Nasdaq Capital Market under the symbol OESX. The press release is dated November 5, 2025 and is included with the filing for reference.

Rhea-AI Summary

Orion Energy Systems restructured the remaining earnout from its 2022 Voltrek acquisition through a mix of cash, stock and a subordinated note. It paid Final Frontier, LLC $500,000 on August 1, 2025 and $375,000 on September 2, 2025 to settle its fiscal 2024 earnout obligations.

On July 16, 2025 Orion issued 1,649,077 shares of common stock, valued at $1.0 million, to Voltrek’s former owner Kathleen Connors toward fiscal 2025 and aggregate fiscal 2023–2025 earnouts. The remaining fiscal 2025 earnout amount will be determined by binding arbitration and evidenced by a senior subordinated note capped at up to $3.0 million under a new subordinated loan agreement.

The note requires monthly principal payments of $25,000 starting January 15, 2026, rising to $50,000 from July 15, 2026 until its July 15, 2027 maturity, with interest at 7% annually from July 15, 2025. The obligations are secured by subordinated liens on substantially all company and subsidiary assets, with Bank of America’s facilities remaining senior. Separate support and board observer agreements with Final Frontier and Ms. Connors address voting commitments and limited board meeting attendance rights.

Rhea-AI Summary

Orion Energy Systems, Inc. reports that it has regained compliance with Nasdaq’s minimum bid price listing requirement. The company previously fell below the $1.00 per share minimum bid price for 30 consecutive trading days and was given until March 19, 2025, and then an additional extension to September 15, 2025, to cure the deficiency.

To address this, Orion implemented a 1-for-10 reverse stock split of its common stock, effective at the opening of trading on August 22, 2025. As a result of the reverse split’s effect on the share price, Nasdaq staff notified Orion on September 8, 2025 that it has regained compliance with the Minimum Bid Price Rule and will continue to be listed on the Nasdaq Capital Market.

Rhea-AI Summary

Orion Energy Systems, Inc. filed an 8-K reporting a material event tied to corporate governance documents and investor communications. The company filed Articles of Amendment to its Amended and Restated Articles of Incorporation that became effective on August 22, 2025, and issued a press release on August 19, 2025. The filing also references an Amendment filed as Exhibit 3.1 and includes the cover page interactive data file embedded in the Inline XBRL document. The disclosure is signed by J. Per Brodin, Chief Financial Officer.

The filing is concise and focuses on the corporate amendment and the related press release; it does not include financial results, transaction details, or explanatory narrative about the amendment's terms or business impact. Readers should note the specific dates and the incorporation by reference of Exhibit 3.1 for the full amendment text.

Rhea-AI Summary

Orion Energy Systems (OESX) disclosed results of its 7 Aug 2025 Annual Meeting, with about 74% of the 33.7 M outstanding shares represented.

  • Board seats: Incumbent Class III directors Anthony L. Otten and Sally A. Washlow were re-elected through 2028, each receiving >90% of votes cast.
  • Say-on-Pay: 92.28% of votes approved 2025 executive compensation.
  • Auditor: BDO USA, P.C. was ratified for FY-2026 with 98.8% support (24.6 M For vs. 0.3 M Against).
  • Reverse stock split: Shareholders authorized the board to execute a 1-for-2 to 1-for-100 reverse split at its discretion; 91.42% voted For.
  • CEO incentive: A special option for up to 500,000 shares for the new CEO passed with 91.86% support.

The filing contains no operating or financial performance data, but the approved reverse split and sizeable equity grant could materially affect share count, price dynamics and future dilution. Investors should watch board timing on any split, Nasdaq compliance status, and subsequent option issuances.

Rhea-AI Summary

Orion Energy Systems (NASDAQ: OESX) filed a Form 8-K on June 26, 2025 under Item 2.02 – Results of Operations and Financial Condition. The company furnished a press release (Exhibit 99.1) announcing its fiscal 2025 year-end and quarterly results for the period ended March 31, 2025. No revenue, EPS or cash-flow figures appear in the filing text; investors must review the attached exhibit for specifics. Because the information is furnished, it is not automatically incorporated into future SEC filings. Forward-looking statements may be included in the press release.

The filing offers timely disclosure of performance, but market impact will hinge on the actual numbers contained in Exhibit 99.1.