Orion Energy Systems CEO buys 812 shares

Available on EDGAR 11/12/2026 - 07:42 AM EST Accepted by SEC EDGAR 11/12/2026 - 07:41 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Orion Energy Systems, Inc. Chief Executive Officer Sally A. Washlow purchased 812 common shares on November 11, 2026, at $12.20 per share. Her direct common-stock holdings afterward were 62,071 shares; the report also lists 100 shares held indirectly through her spouse. No Rule 10b5-1 plan is reported. Two direct options cover 25,000 shares at a $19.75 exercise price (expiring August 11, 2036) and 50,000 shares at $6.00 (expiring July 17, 2035); vesting terms include continued employment and stock-price thresholds for portions.

Insider Trade Summary

Net Buyer: 812 shares

Net Buy 1 txn

Insider Washlow Sally A.

Role Chief Executive Officer

Bought 812 shs ($10K)

Increase in Position 1.3%

Type	Security	Shares	Price	Value
Purchase	Common Stock	812	$12.20	$10K
Holding	Stock Options (right to buy) F1	--	--	--
Holding	Stock Options (right to buy) F2	--	--	--
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 62,071 shares (Direct); Stock Options (right to buy) — 75,000 options (Direct); Common Stock — 100 shares (Indirect, Spouse)

Holdings Before and After: Common Stock, 61,259 to 62,071 shares (Direct)

Other Insiders: 1 other insider reported open-market purchases of this stock in the 30 days up to this filing.

Footnotes (2)

1. F1. Option 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.
2. F2. This 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.

Key Figures

Common shares purchased: 812 shares Purchase price: $12.20 per share Direct common shares after purchase: 62,071 shares +5 more

8 metrics

Common shares purchased 812 shares November 11, 2026

Purchase price $12.20 per share November 11, 2026

Direct common shares after purchase 62,071 shares Following the November 11, 2026 purchase

Indirect common shares held through spouse 100 shares Position listed on November 11, 2026

Underlying shares of direct option 25,000 shares Exercise price $19.75; expiration August 11, 2036

Option exercise price $19.75 per share Direct option expiring August 11, 2036

Underlying shares of direct option 50,000 shares Exercise price $6.00; expiration July 17, 2035

Option exercise price $6.00 per share Direct option expiring July 17, 2035

Key Terms

exercisable, average closing sale price, vesting date

3 terms

exercisable financial

"becomes exercisable, if at all"

average closing sale price financial

"average closing sale price ... equals or exceeds $30.00, $40.00 and $50.00"

vesting date financial

"remains in Orion Energy Systems, Inc.'s employment until the applicable vesting date"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many OESX shares did CEO Sally A. Washlow buy, and at what price?

Sally A. Washlow purchased 812 common shares on November 11, 2026, at $12.20 per share. Her direct common-stock holdings afterward were 62,071 shares. No Rule 10b5-1 plan is reported.

What vesting conditions apply to Sally A. Washlow's OESX options?

Of the 50,000-share option granted July 18, 2025, 25,000 shares vest in three equal increments on the first three anniversaries if Sally A. Washlow remains employed through each applicable vesting date. The other 25,000 shares, and the separate 25,000-share option granted August 11, 2026, are subject to price thresholds of $30.00, $40.00 and $50.00 for five consecutive trading days during the three calendar years immediately following each grant, and continued employment through the applicable vesting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Washlow Sally A.

(Last) (First) (Middle)

2210 WOODLAND DRIVE

(Street)

MANITOWOC WISCONSIN 54220

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ORION ENERGY SYSTEMS, INC. [ OESX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/11/2026		P		812	A	$12.2	62,071	D
Common Stock								100	I	Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)	$19.75							(1)	08/11/2036	Common Stock	25,000		25,000	D
Stock Options (right to buy)	$6							(2)	07/17/2035	Common Stock	50,000		50,000	D

Explanation of Responses:

1. Option 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.

2. This 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.

	/s/ Garrett F. Bishop, Attorney-in-Fact for Sally A. Washlow	11/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)