STOCK TITAN

Orion Energy Systems (OESX) grants options and restricted stock to President and COO

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ORION ENERGY SYSTEMS, INC. reported that President and COO Scott A. Green received equity awards on August 11, 2026. He was granted 17,500 stock options to buy common stock at an exercise price of $19.75 per share, expiring on August 11, 2036, which become exercisable in three equal increments only if specified stock price performance hurdles of $30.00, $40.00 and $50.00 are achieved while he remains employed. He also received 9,000 shares of restricted stock, vesting in three equal installments on August 11, 2027, 2028 and 2029, and his directly held common stock position after the grant is 129,678 shares. A prior option grant remains outstanding, giving rights over 12,500 underlying shares at an exercise price of $6.00 per share, adjusted for a prior 1-for-10 reverse stock split.

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Insider Green Scott A.
Role President and COO
Type Security Shares Price Value
Grant/Award Stock Options (right to buy) F3 17,500 $0.00 $0.00
Grant/Award Common Stock F1, F2 9,000 $0.00 $0.00
holding Stock Options (right to buy) F4, F5 -- -- --
Holdings After Transaction: Stock Options (right to buy) — 30,000 shares (Direct); Common Stock — 129,678 shares (Direct)
Footnotes (5)
  1. F1. 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 August 11, 2027, 2028 and 2029, respectively.
  2. F2. On August 22, 2025, the issuer effected a 1-for-10 reverse stock split of the issued and outstanding shares of its common stock. Upon effectiveness of the reverse stock split, every 10 shares of common stock was automatically converted into one share of common stock, resulting in the reporting person's beneficial ownership of 1,235,036 less shares of common stock held directly. Additionally, the amount of common stock beneficially owned by the reporting person, on a post reverse stock split basis, has been adjusted to reflect the forfeiture of 16,548 performance shares for which performance conditions were not met.
  3. F3. Option to buy shares of common stock granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan. 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 Mr. Green remains in Orion Energy Systems, Inc.'s employment until the applicable vesting date.
  4. F4. Option to buy shares of common stock granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan. This option was granted July 18, 2025 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 Mr. Brodin remains in Orion Energy Systems, Inc.'s employment until the applicable vesting date.
  5. F5. On August 22, 2025, the issuer effected a 1-for-10 reverse stock split of the issued and outstanding shares of its common stock. Upon effectiveness of the reverse stock split, every 10 shares of common stock was automatically converted into one share of common stock, and the number of shares subject to the reporting person's option was divided by 10, such that the option is exercisable for 112,500 less shares of common stock. Additionally, proportionate equitable adjustments were made to the exercise price of the option and the vesting requirements for the performance-vesting portion of the option.
New stock options granted 17,500 options Stock options granted to Scott A. Green on August 11, 2026
New option exercise price $19.75 per share Exercise price of 17,500 stock options granted August 11, 2026
New option expiration August 11, 2036 Expiration date of 17,500 stock options
Restricted stock granted 9,000 shares Restricted common stock granted August 11, 2026
Direct common shares after grant 129,678 shares Scott A. Green’s direct common stock holdings following restricted stock grant
Prior option exercise price $6.00 per share Exercise price of earlier option grant after reverse split adjustment
Prior option underlying shares 12,500 shares Underlying common shares for earlier option grant
Reverse stock split ratio 1-for-10 Reverse stock split of common stock effective August 22, 2025
Restricted stock financial
"Restricted stock granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan."
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
1-for-10 reverse stock split financial
"On August 22, 2025, the issuer effected a 1-for-10 reverse stock split of the issued and outstanding shares."
2016 Omnibus Incentive Plan financial
"Granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan."
performance-vesting portion financial
"Proportionate equitable adjustments were made to the exercise price of the option and the vesting requirements for the performance-vesting portion of the option."

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FAQ

What equity awards did OESX executive Scott A. Green receive on August 11, 2026?

Scott A. Green received 17,500 stock options at a $19.75 exercise price and 9,000 restricted shares of Orion Energy Systems common stock, all granted under the 2016 Omnibus Incentive Plan with multi-year vesting and performance conditions.

How do the new stock options for OESX’s Scott A. Green vest and become exercisable?

The 17,500 stock options for Scott A. Green vest in three equal increments only if Orion’s average closing stock price for five consecutive trading days reaches $30.00, $40.00 and $50.00 within three years from grant and he remains employed.

What are the vesting terms of the 9,000 restricted OESX shares granted to Scott A. Green?

The 9,000 restricted shares of Orion Energy Systems common stock granted to Scott A. Green vest in three equal installments, with one-third vesting on each of August 11, 2027, August 11, 2028 and August 11, 2029, assuming continued employment.

How many OESX common shares does Scott A. Green hold directly after these grants?

Following the August 11, 2026 restricted stock grant, Scott A. Green directly owns 129,678 shares of Orion Energy Systems common stock, reflecting adjustments from a prior 1-for-10 reverse stock split and forfeited performance shares.

Were the OESX equity grants to Scott A. Green made under a specific incentive plan?

Yes. Both the 17,500 stock options and the 9,000 restricted shares were granted to Scott A. Green under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, which governs the terms, vesting and performance conditions of these awards.
SEC Form 4
FORM 4UNITED 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*
Green Scott 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President and COO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/11/2026A(1)9,000A$0129,678(2)D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (right to buy)$19.7508/11/2026A17,500 (3)08/11/2036Common Stock17,500$017,500D
Stock Options (right to buy)$6 (4)07/17/2035Common Stock12,50012,500(5)D
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 August 11, 2027, 2028 and 2029, respectively.
2. On August 22, 2025, the issuer effected a 1-for-10 reverse stock split of the issued and outstanding shares of its common stock. Upon effectiveness of the reverse stock split, every 10 shares of common stock was automatically converted into one share of common stock, resulting in the reporting person's beneficial ownership of 1,235,036 less shares of common stock held directly. Additionally, the amount of common stock beneficially owned by the reporting person, on a post reverse stock split basis, has been adjusted to reflect the forfeiture of 16,548 performance shares for which performance conditions were not met.
3. Option to buy shares of common stock granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan. 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 Mr. Green remains in Orion Energy Systems, Inc.'s employment until the applicable vesting date.
4. Option to buy shares of common stock granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan. This option was granted July 18, 2025 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 Mr. Brodin remains in Orion Energy Systems, Inc.'s employment until the applicable vesting date.
5. On August 22, 2025, the issuer effected a 1-for-10 reverse stock split of the issued and outstanding shares of its common stock. Upon effectiveness of the reverse stock split, every 10 shares of common stock was automatically converted into one share of common stock, and the number of shares subject to the reporting person's option was divided by 10, such that the option is exercisable for 112,500 less shares of common stock. Additionally, proportionate equitable adjustments were made to the exercise price of the option and the vesting requirements for the performance-vesting portion of the option.
/s/ Garrett F. Bishop, Attorney-in-Fact for Scott A. Green08/12/2026
** Signature of Reporting PersonDate
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)