OESX CEO Washlow updates holdings after 1-for-10 reverse split

Rhea-AI Filing Summary

Orion Energy Systems (OESX)11/19/2025, she purchased 21,166 shares of common stock at $14.17 per share, bringing her directly held common stock to 46,524 shares, plus 100 shares held indirectly by her spouse.

She also reports a stock option to buy 50,000 shares at an exercise price of $6, vesting over time and based on stock price performance hurdles of $30.00, $40.00 and $50.00 if employment conditions are met. The filing explains that a 1-for-10 reverse stock split effective August 22, 2025 reduced her previously reported share and option amounts proportionately and adjusted the option terms.

11/21/2025 - 04:09 PM

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

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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^*

Washlow Sally A.

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2025

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	11/19/2025		P		21,166	A	$14.17	46,524(1)	D
Common Stock								100(2)	I	By 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)	$6							(3)	07/17/2035	Common Stock	50,000		50,000(4)	D

Explanation of Responses:

1. 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 228,222 less shares of common stock held directly.

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 900 less shares of common stock held indirectly by her spouse.

3. 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, 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.

4. 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 450,000 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/ Steven R. Barth, Attorney-in-Fact for Sally A. Washlow	11/21/2025
	** 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).
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FAQ

What insider transaction did Orion Energy Systems (OESX) report?

The CEO and director, Sally A. Washlow, reported a purchase of 21,166 shares of Orion Energy Systems common stock on 11/19/2025 at a price of $14.17 per share.

How many Orion Energy Systems (OESX) shares does the CEO own after this transaction?

After the reported purchase, Sally A. Washlow beneficially owns 46,524 shares of common stock directly and 100 shares indirectly through her spouse.

What stock options does the Orion Energy Systems (OESX) CEO hold?

She holds a stock option to buy 50,000 shares of common stock at an exercise price of $6 per share, with time-based vesting for half the shares and performance-based vesting for the other half.

What are the performance vesting conditions on the OESX stock options?

The second half of the option (25,000 shares) vests in three parts if the average closing price of Orion Energy Systems stock for five consecutive trading days reaches $30.00, $40.00 and $50.00, with continued employment required.

How did the reverse stock split affect the CEO’s OESX holdings?

A 1-for-10 reverse stock split on August 22, 2025 converted every 10 shares into 1 share, reducing her directly held shares by 228,222 and her spouse’s indirectly held shares by 900, and dividing the number of option shares by 10.

What happened to the Orion Energy Systems (OESX) option terms after the reverse split?

Following the reverse split, the number of shares underlying the option was reduced by 450,000 shares, and proportionate equitable adjustments were made to the option’s exercise price and performance-vesting requirements.