[SCHEDULE 13G] Orion Energy Systems, Inc. SEC Filing

Rhea-AI Filing Summary

Kathleen M. Connors reported beneficial ownership of 2,657,620 shares of Orion Energy Systems, Inc. (Common Stock), representing approximately 7.52% of the outstanding class. The holding comprises 2,634,928 shares held directly and 22,692 shares held by the Kathleen M. Connors 2019 Revocable Trust, over which she has sole voting and dispositive power. The percentage is calculated using an aggregate share count of 35,337,240 common shares, which reflects 33,688,163 shares outstanding as of June 10, 2025, plus 1,649,077 shares issued to Ms. Connors on July 16, 2025. The filer certifies the shares were not acquired to change or influence control of the issuer.

Positive

• Material disclosure of beneficial ownership: Reporting of 2,657,620 shares (7.52%) provides transparency to the market
• Sole voting and dispositive power: The filer has clear control over how the reported shares are voted and disposed

Negative

• None.

Insights

Financial Analyst

TL;DR: A >7% stake is material but appears passive; ownership is concentrated with sole voting and dispositive power.

The filing discloses a substantial minority stake of 2,657,620 shares, equal to 7.52% of Orion Energy Systems' common stock based on the stated share count. Materiality arises from size—above the 5% reporting threshold—but the certification declares the position is not intended to change control, indicating a passive holding. The split between directly held shares and trust-held shares is explicitly noted, and sole voting/dispositive authority increases the holder's effective influence over voting outcomes despite a non-control assertion.

Corporate Governance Expert

TL;DR: Sole control of voting and disposition over a >7% stake merits governance attention though filer disclaims control intent.

The disclosure that Ms. Connors has sole voting and dispositive power over all 2,657,620 reported shares is governance-relevant because it centralizes decision authority even if the filer asserts no purpose to influence control. For boards and investors, a single beneficial owner with that concentration can affect shareholder votes or nominations. The filing contains clear source detail (direct holdings and a revocable trust) and a certification that negates an expressed intent to alter control, which matters for regulatory interpretation.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

ORION ENERGY SYSTEMS, INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

686275108

(CUSIP Number)

07/16/2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 686275108

1

Names of Reporting Persons

CONNORS KATHLEEN MARIE

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,657,620.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,657,620.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,657,620.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.5 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) As of the date of this Schedule 13G, the reporting person beneficially owns 2,657,620 shares of Common Stock, which includes (i) 2,634,928 shares of Common Stock held directly by the reporting person and (ii) 22,692 shares of Common Stock held by the Kathleen M. Connors 2019 Revocable Trust, dated February 6, 2019 TR, which is beneficially owned by Ms. Connors and over which Ms. Connors has sole voting and dispositive power. (2) Percentage of class calculated based on an aggregate of 35,337,240 shares of the Issuer's Common Stock issued and outstanding, which includes 33,688,163 shares issued and outstanding as of June 10, 2025, as reported on the Issuer's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on July 7, 2025, and 1,649,077 shares issued to the reporting person by the Issuer on July 16, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: ORION ENERGY SYSTEMS, INC.
(b)	Address of issuer's principal executive offices: 2210 WOODLAND DRIVE, MANITOWOC, WISCONSIN, 54220.
Item 2.
(a)	Name of person filing: Kathleen M. Connors
(b)	Address or principal business office or, if none, residence: 24 Boston Road, Andover, Massachusetts 01810
(c)	Citizenship: Ms. Connors is a U.S. citizen.
(d)	Title of class of securities: Common Stock, no par value
(e)	CUSIP No.: 686275108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 2657620
(b)	Percent of class: 7.52 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 2657620
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 2657620
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CONNORS KATHLEEN MARIE

Signature:	/s/ Kathleen M. Connors
Name/Title:	Self
Date:	07/22/2025

FAQ

What stake in Orion Energy Systems (OESX) does Kathleen M. Connors report?

Ms. Connors reports beneficial ownership of 2,657,620 shares, representing approximately 7.52% of the outstanding common stock.

How is Ms. Connors' 2,657,620-share position composed?

The position includes 2,634,928 shares held directly and 22,692 shares held by the Kathleen M. Connors 2019 Revocable Trust.

Does Ms. Connors have voting control over the reported shares?

Yes. The filing states Ms. Connors has sole voting and sole dispositive power over all reported shares.

What share count basis was used to calculate the 7.52% figure?

The percentage uses an aggregate of 35,337,240 shares, including 33,688,163 outstanding as of June 10, 2025 and 1,649,077 shares issued to Ms. Connors on July 16, 2025.

Did the filer state any intent to influence control of the company?

No. The certification states the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.