Orion Energy CFO receives stock and option grants

Orion Energy Systems EVP, CFO, CAO & Treasurer J. Per Brodin reported equity compensation changes.

Rhea-AI Filing Summary

Orion Energy Systems EVP, CFO, CAO & Treasurer J. Per Brodin reported equity compensation changes. He received a grant of 9,000 shares of restricted common stock, vesting in three equal installments on August 11 of 2027, 2028 and 2029, and stock options for 17,500 shares at an exercise price of $19.75 per share expiring August 11, 2036. The new options vest in three equal increments only if the average closing sale price of the common stock meets $30.00, $40.00 and $50.00 hurdles for five consecutive trading days within three calendar years after the grant, and if he remains employed through each vesting date. Common stock holdings after these grants total 85,263 shares, reflecting the forfeiture of 16,548 performance shares whose performance conditions were not met. Brodin also continues to hold a prior option, granted July 18, 2025, covering an underlying 12,500 shares at an exercise price of $6.00, with similar stock-price and service-based vesting conditions and an expiration date of July 17, 2035.

Insider Trade Summary

Grant/Award: 26,500 shares

Grant/Award 3 txns

Insider BRODIN J PER

Role EVP, CFO, CAO & Treasurer

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	--	--	--

Holdings After Transaction: Stock Options (right to buy) — 30,000 contracts for 12,500 underlying shares (Direct); Common Stock — 85,263 shares (Direct)

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. The amount of common stock beneficially owned by reporting person 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. Brodin 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.

Key Figures

Restricted stock granted: 9,000 shares New option grant size: 17,500 shares New option exercise price: $19.75 per share +5 more

8 metrics

Restricted stock granted 9,000 shares Restricted common stock granted August 11, 2026, vesting in three annual installments

New option grant size 17,500 shares Stock options (right to buy) granted August 11, 2026, under 2016 Omnibus Incentive Plan

New option exercise price $19.75 per share Exercise price for 17,500-share option expiring August 11, 2036

Common stock holdings after grants 85,263 shares Common stock beneficially owned by Brodin following the August 11, 2026 transactions

Performance shares forfeited 16,548 shares Performance shares forfeited because performance conditions were not met

Existing option exercise price $6.00 per share Exercise price of prior option granted July 18, 2025, expiring July 17, 2035

Prior option underlying shares 12,500 shares Underlying common stock for earlier option position held by Brodin

Stock-price vesting hurdles $30.00, $40.00, $50.00 Average closing sale price targets for three equal vesting increments of options

Key Terms

Restricted stock, performance shares, 2016 Omnibus Incentive Plan, average closing sale price, +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.

performance shares financial

"reflect the forfeiture of 16,548 performance shares for which performance conditions were not met."

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

2016 Omnibus Incentive Plan financial

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

average closing sale price financial

"if the average closing sale price of Orion Energy Systems, Inc.'s common stock, for five consecutive trading days"

beneficially owned financial

"The amount of common stock beneficially owned by reporting person has been adjusted"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

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

What new equity awards did OESX executive J. Per Brodin receive on August 11, 2026?

On August 11, 2026, J. Per Brodin received 9,000 restricted shares of Orion Energy Systems common stock and stock options for 17,500 shares with a $19.75 exercise price, both granted under the company’s 2016 Omnibus Incentive Plan.

How do the new OESX restricted stock awards to Brodin vest?

The 9,000 restricted shares granted to J. Per Brodin vest in three equal installments. One‑third vests on each of August 11, 2027, 2028 and 2029, assuming continued employment through the applicable vesting date.

What performance conditions apply to J. Per Brodin’s new stock options at Orion Energy Systems (OESX)?

The 17,500-share option at $19.75 per share vests in three equal increments only if Orion’s average closing sale price meets $30.00, $40.00 and $50.00 hurdles for five consecutive trading days within three calendar years, with continued employment required.

How many Orion Energy Systems (OESX) shares does Brodin own after the reported transactions?

After the reported equity awards and adjustments, J. Per Brodin beneficially owns 85,263 shares of Orion Energy Systems common stock. This figure reflects the forfeiture of 16,548 performance shares for which the specified performance conditions were not achieved.

What happened to J. Per Brodin’s performance shares at Orion Energy Systems (OESX)?

Brodin’s reported beneficial ownership was adjusted for the forfeiture of 16,548 performance shares because the related performance conditions were not met. As a result, these shares no longer count toward his beneficial common stock holdings.

What existing stock option position does Brodin still hold in OESX besides the new grant?

In addition to the new option, Brodin continues to hold an earlier option granted July 18, 2025 linked to 12,500 underlying shares at an exercise price of $6.00, expiring July 17, 2035, with similar stock‑price and service-based vesting conditions.

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

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Accepted by SEC EDGAR 08/12/2026 - 04:27 PM EDT 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^*

BRODIN J PER

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO, CAO & Treasurer

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)		9,000	A	$0	85,263(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)	$19.75	08/11/2026		A		17,500		(3)	08/11/2036	Common Stock	17,500	$0	17,500	D
Stock Options (right to buy)	$6							(4)	07/17/2035	Common Stock	12,500		12,500	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. The amount of common stock beneficially owned by reporting person 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. Brodin 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.

	/s/ Garrett F. Bishop, Attorney-in-Fact for J. Per Brodin	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)