Orion Energy director granted 2,532 restricted shares

Wishart-Smith Heather L reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Wishart-Smith Heather L reported acquisition or exercise transactions in this Form 4 filing.

Orion Energy Systems director Heather L. Wishart-Smith received a grant of 2,532 shares of restricted common stock on August 11, 2026 under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, at a stated price of $0.0000 per share as an award. The restricted stock vests and becomes exercisable in three equal installments, with one-third vesting on each of August 11, 2027, 2028, and 2029.

After this grant, direct beneficial ownership stands at 10,351 shares of common stock. In addition, 1,602 shares are held indirectly by the Heather Lyn Wishart-Smith Trust. The company previously effected a 1-for-10 reverse stock split on August 22, 2025, which reduced the reporting person’s beneficial ownership by 70,379 shares held directly and 14,423 shares held indirectly.

Insider Trade Summary

Grant/Award: 2,532 shares

Grant/Award 2 txns

Insider Wishart-Smith Heather L

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	2,532	$0.00	$0.00
holding	Common Stock F3, F4	--	--	--

Holdings After Transaction: Common Stock — 10,351 shares (Direct); Common Stock — 1,602 shares (Indirect, By Trust)

Footnotes (4)

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 70,379 less shares of common stock held directly.
3. F3. 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 14,423 less shares of common stock held indirectly by the Heather Lyn Trust Wishart-Smith Trust.
4. F4. By the Heather Lyn Wishart-Smith Trust

Key Figures

Restricted stock granted: 2,532 shares Direct holdings after grant: 10,351 shares Indirect holdings after update: 1,602 shares +3 more

6 metrics

Restricted stock granted 2,532 shares Restricted common stock awarded on August 11, 2026 under the 2016 Omnibus Incentive Plan

Direct holdings after grant 10,351 shares Common stock directly beneficially owned after the August 11, 2026 award

Indirect holdings after update 1,602 shares Common stock indirectly owned by the Heather Lyn Wishart-Smith Trust

Reverse split ratio 1-for-10 Reverse stock split of issued and outstanding common shares effective August 22, 2025

Direct shares reduced by split 70,379 shares Reduction in directly held shares from the August 22, 2025 reverse stock split

Indirect shares reduced by split 14,423 shares Reduction in indirectly held trust shares from the August 22, 2025 reverse stock split

Key Terms

Restricted stock, 1-for-10 reverse stock split, beneficial ownership, Omnibus Incentive Plan, +1 more

5 terms

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."

beneficial ownership financial

"resulting in the reporting person's beneficial ownership of 70,379 less shares of common stock held directly."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Omnibus Incentive Plan financial

"Restricted stock granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan."

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

indirect ownership financial

"common stock held indirectly by the Heather Lyn Trust Wishart-Smith Trust."

FAQ

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

What did Orion Energy Systems (OESX) report in this Form 4 for Heather L. Wishart-Smith?

Orion Energy Systems reported that director Heather L. Wishart-Smith received 2,532 shares of restricted common stock on August 11, 2026, as an equity award under the company’s 2016 Omnibus Incentive Plan.

How many restricted shares were granted to the Orion Energy Systems (OESX) director and how do they vest?

The director was granted 2,532 restricted shares. These shares vest and become exercisable in three equal installments, with 1/3 vesting on each of August 11, 2027, 2028, and 2029, subject to the plan’s terms.

What are Heather L. Wishart-Smith’s total direct and indirect OESX share holdings after this Form 4 transaction?

Following the grant, the director directly owns 10,351 shares of Orion Energy Systems common stock and indirectly holds 1,602 shares through the Heather Lyn Wishart-Smith Trust, as reported in the filing.

Was the restricted stock grant to the Orion Energy Systems (OESX) director a market purchase?

No. The filing describes the transaction as a grant or award of restricted stock with a reported price of $0.0000 per share, indicating compensation rather than an open-market purchase or sale.

How did Orion Energy Systems’ 1-for-10 reverse stock split affect the director’s OESX holdings?

The 1-for-10 reverse stock split on August 22, 2025 reduced the director’s beneficial ownership by 70,379 direct shares and 14,423 indirect shares held by the Heather Lyn Wishart-Smith Trust, as disclosed in the footnotes.

Are any of Heather L. Wishart-Smith’s OESX shares held through a trust?

Yes. The filing states that 1,602 shares are held indirectly "By the Heather Lyn Wishart-Smith Trust", indicating these shares are owned through a trust rather than directly by the director.

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

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Available on EDGAR 08/12/2026 - 05:46 PM Accepted by SEC EDGAR 08/12/2026 - 05:45 PM Learn about SEC filing dates

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^*

Wishart-Smith Heather L

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2026

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	08/11/2026		A(1)		2,532	A	$0	10,351(2)	D
Common Stock								1,602(3)	I	By Trust(4)

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 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 70,379 less shares of common stock held directly.

3. 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 14,423 less shares of common stock held indirectly by the Heather Lyn Trust Wishart-Smith Trust.

4. By the Heather Lyn Wishart-Smith Trust

	/s/ Garrett F. Bishop, Attorney-in-Fact for Heather L. Wishart-Smith	08/12/2026
	** 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)