Orion Energy director receives 2,532 restricted shares

Shapiro Richard A reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Shapiro Richard A reported acquisition or exercise transactions in this Form 4 filing.

Orion Energy Systems director Richard A. Shapiro received a grant of 2,532 shares of restricted common stock on August 11, 2026 under the 2016 Omnibus Incentive Plan. The restricted stock vests in three equal installments on August 11, 2027, 2028 and 2029. Following this grant, he directly holds 9,219 shares of common stock. A prior 1-for-10 reverse stock split effective August 22, 2025 reduced his direct beneficial ownership by 60,191 shares.

Insider Trade Summary

Grant/Award: 2,532 shares

Grant/Award 1 txn

Insider Shapiro Richard A

Role Director

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

Holdings After Transaction: Common Stock — 9,219 shares (Direct)

Footnotes (2)

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 60,191 less shares of common stock held directly.

Key Figures

Restricted stock granted: 2,532 shares Grant price per share: $0.00 per share Shares held after grant: 9,219 shares +3 more

6 metrics

Restricted stock granted 2,532 shares Restricted common stock grant to Richard A. Shapiro on August 11, 2026

Grant price per share $0.00 per share Stated price for restricted stock grant

Shares held after grant 9,219 shares Direct common stock ownership following the reported transaction

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

Share reduction from reverse split 60,191 shares Decrease in Richard A. Shapiro’s directly held common shares due to reverse split

Vesting schedule installments 1/3 per year Restricted stock vests in equal thirds in 2027, 2028 and 2029

Key Terms

Restricted stock, 2016 Omnibus Incentive Plan, 1-for-10 reverse stock split, beneficial ownership

4 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.

2016 Omnibus Incentive Plan financial

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

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 60,191 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.

FAQ

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

What did Orion Energy Systems (OESX) disclose about Richard A. Shapiro in this Form 4?

Orion Energy Systems reported that director Richard A. Shapiro received a grant of 2,532 shares of restricted common stock on August 11, 2026, increasing his directly held shares to 9,219 after the award.

How many restricted shares did Richard A. Shapiro receive from OESX and at what price?

Richard A. Shapiro received 2,532 restricted shares of Orion Energy Systems common stock at a stated price of $0.00 per share, reflecting an equity compensation grant rather than an open-market purchase.

When do Richard A. Shapiro’s OESX restricted stock awards vest?

The 2,532 restricted shares vest in three equal installments: 1/3 on August 11, 2027, 1/3 on August 11, 2028, and 1/3 on August 11, 2029, assuming applicable vesting conditions are satisfied.

How many Orion Energy Systems (OESX) shares does Richard A. Shapiro hold after this grant?

After the August 11, 2026 restricted stock grant, Richard A. Shapiro directly holds 9,219 shares of Orion Energy Systems common stock, according to the reported post-transaction ownership figure.

What reverse stock split did OESX implement and how did it affect Shapiro’s holdings?

On August 22, 2025, Orion Energy Systems implemented a 1-for-10 reverse stock split, converting every 10 shares into one and resulting in 60,191 fewer shares of common stock held directly by Richard A. Shapiro.

Under which plan were Richard A. Shapiro’s OESX restricted shares granted?

The 2,532 restricted shares were granted to Richard A. Shapiro under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, which governs the company’s equity-based compensation awards.

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

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Available on EDGAR 08/12/2026 - 05:36 PM Accepted by SEC EDGAR 08/12/2026 - 05:35 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^*

Shapiro Richard 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)

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	9,219(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

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 60,191 less shares of common stock held directly.

	/s/ Garrett F. Bishop, Attorney-in-Fact for Richard A. Shapiro	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)