[Form 4] Orion Energy Systems, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On July 1, 2025, Orion Energy Systems, Inc. (OESX) filed a Form 4 indicating that director Heather L. Wishart-Smith received 20,000 shares of restricted common stock at a purchase price of $0 under the company’s 2016 Omnibus Incentive Plan. The award vests in three equal tranches on July 1 of 2026, 2027 and 2028.

After this grant, the director’s holdings increase to 78,198 shares held directly, plus 16,025 shares held indirectly through a trust. No open-market purchases, sales, or derivative transactions were reported. The transaction represents routine equity compensation; therefore, the incremental dilution to existing shareholders is expected to be minimal.

Positive

• Director ownership increases by 20,000 shares, modestly improving insider-shareholder alignment

Negative

• Slight share dilution from equity issuance, though immaterial given company’s likely share count

Insights

Financial Analyst

TL;DR: Routine director equity grant; no buy/sell signal, neutral cash impact.

The 20,000-share restricted stock award, vesting over three years, slightly increases insider ownership but involves no cash outlay. Given Orion’s likely multi-million-share float, the dilution is immaterial. The absence of sales suggests continued insider confidence, yet the transaction lacks informational value regarding near-term fundamentals. Overall, the filing is neutral for valuation models and liquidity forecasts.

Corporate Governance Expert

TL;DR: Standard board compensation aligns director interests; negligible governance impact.

Boards regularly use restricted stock to strengthen alignment with shareholders. The staggered vesting schedule encourages long-term oversight without granting immediate liquidity. There are no red flags—no accelerated vesting, no derivatives, and complete disclosure of indirect holdings. Stakeholder influence remains balanced, and governance practices appear consistent with peer norms. Impact on governance risk metrics is neutral-to-slightly positive.

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
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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^*

Wishart-Smith Heather L

(Last) (First) (Middle)

2210 WOODLAND DRIVE

(Street)

MANITOWOC WI 54220

(City) (State) (Zip)

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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

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

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

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	07/01/2025		A(1)		20,000	A	$0	78,198	D
Common Stock								16,025	I	By Trust(2)

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

Explanation of Responses:

1. Restricted 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 July 1, 2026, 2027 and 2028, respectively.

2. By the Heather Lyn Wishart-Smith Trust.

	s/ Steven R. Barth, Attorney-in-Fact for Heather L. Wishart-Smith	07/01/2025
	** 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.

FAQ

How many OESX shares did Director Heather L. Wishart-Smith acquire?

She was granted 20,000 restricted shares of Orion Energy Systems common stock.

What type of transaction is reported in the July 1, 2025 Form 4 for OESX?

It is an equity grant of restricted stock—no open-market purchase or sale occurred.

When will the restricted stock awarded to the OESX director vest?

The shares vest in three equal installments on July 1 of 2026, 2027 and 2028.

What is the director’s total OESX share ownership after the grant?

She now holds 78,198 shares directly and 16,025 shares indirectly through a trust.

Does the Form 4 disclose any insider sales of Orion Energy Systems stock?

No. No sales were reported; the filing only covers a restricted stock grant.