STOCK TITAN

Orion Energy Systems (OESX) CEO receives new option and restricted stock grants

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ORION ENERGY SYSTEMS, INC. disclosed equity awards to Chief Executive Officer Sally A. Washlow. She received 25,000 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 average closing price hurdles of $30.00, $40.00 and $50.00 are met while she remains employed. She also received 12,000 shares of restricted stock that vest one-third on each of August 11, 2027, 2028 and 2029. Following these grants, she directly holds 61,259 shares of common stock and has an existing option position covering 50,000 shares at an exercise price of $6.00 per share, plus 100 shares held indirectly by her spouse.

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Insider Washlow Sally A.
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Stock Options (right to buy) F2 25,000 $0.00 $0.00
Grant/Award Common Stock F1 12,000 $0.00 $0.00
holding Stock Options (right to buy) F3 -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Options (right to buy) — 75,000 shares (Direct); Common Stock — 61,259 shares (Direct); Common Stock — 100 shares (Indirect, By Spouse)
Footnotes (3)
  1. F1. Restricted stock granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended and restated. 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. 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.
  3. F3. 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.
New stock options granted 25,000 shares Options to buy common stock granted August 11, 2026 at $19.75 exercise price, expiring August 11, 2036
New option exercise price $19.75 per share Exercise price of 25,000 stock options granted to CEO Sally A. Washlow
Restricted stock granted 12,000 shares Restricted stock granted under 2016 Omnibus Incentive Plan, vesting in thirds 2027–2029
Common shares directly held 61,259 shares Direct common stock holdings of Sally A. Washlow following the August 11, 2026 awards
Existing option position 50,000 shares at $6.00 Stock option exercisable for 50,000 common shares at $6.00, expiring July 17, 2035
Indirectly held shares 100 shares Common stock held indirectly by spouse of Sally A. Washlow
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.
Omnibus Incentive Plan financial
"under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended and restated"
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.
average closing sale price financial
"if the average closing sale price of Orion Energy Systems, Inc.'s common stock, for five consecutive trading days"
stock option financial
"portion of the stock option exercisable for one-half of the option shares"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.

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

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FAQ

What equity awards did OESX grant to CEO Sally A. Washlow on August 11, 2026?

On August 11, 2026, Sally A. Washlow received 25,000 stock options at a $19.75 exercise price and 12,000 shares of restricted stock under Orion Energy Systems’ 2016 Omnibus Incentive Plan, as amended and restated.

How do the new stock options for OESX’s CEO vest and become exercisable?

The 25,000 options granted at $19.75 become exercisable, if at all, in three equal increments only if Orion’s average closing stock price equals or exceeds $30.00, $40.00 and $50.00 for five consecutive trading days, with continued employment required.

What is the vesting schedule of the restricted stock granted to OESX CEO Sally Washlow?

The 12,000 restricted shares granted to Sally Washlow vest in three equal installments. One-third vests on each of August 11, 2027, August 11, 2028 and August 11, 2029, provided she remains employed through each applicable vesting date.

What OESX stock and options does CEO Sally Washlow hold after these reported transactions?

After these awards, Sally Washlow directly holds 61,259 shares of Orion common stock and options covering 50,000 shares at a $6.00 exercise price, plus 100 shares of common stock held indirectly through her spouse.

When do the new Orion Energy Systems options granted to the CEO expire?

The newly granted 25,000 stock options to buy Orion common stock at $19.75 per share expire on August 11, 2036, and remain subject to both the stock price performance conditions and Ms. Washlow’s continued employment.

What are the terms of OESX’s previously granted $6.00 stock option position reported in this filing?

The existing option covers 50,000 shares of Orion common stock at a $6.00 exercise price, expiring July 17, 2035. Half vests over three years from July 18, 2025, and half vests only if the stock hits $30.00, $40.00 and $50.00 price hurdles.
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*
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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
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)12,000A$061,259D
Common Stock100IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (right to buy)$19.7508/11/2026A25,000 (2)08/11/2036Common Stock25,000$025,000D
Stock Options (right to buy)$6 (3)07/17/2035Common Stock50,00050,000D
Explanation of Responses:
1. Restricted stock granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended and restated. 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. 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.
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 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. Washlow08/12/2026
** 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)