OESX · Orion Energy Systems, Inc.

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.

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 1,235,036 less shares of common stock held directly. Additionally, the amount of common stock beneficially owned by the reporting person, on a post reverse stock split basis, has been adjusted to reflect the forfeiture of 16,548 performance shares for which performance conditions were not met.

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.

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.

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.

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.

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.

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 210,971 less shares of common stock held directly.

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.

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.

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.

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.

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 70,379 less shares of common stock held directly.

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. Green remains in Orion Energy Systems, Inc.'s employment until the applicable vesting date.

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.

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 300,293 less shares of common stock held directly.

The price in Column 4 is a weighted average price. The prices actually received ranged from $9.44 to $9.50. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

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 830,802 less shares of common stock held directly.

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.

This option was granted July 18, 2025, subject to shareholder approval of the stock option award. Orion Energy Systems, Inc.'s stockholders approved the stock option award on August 7, 2025.

This option becomes exercisable as follows: (i) the portion of the stock option exercisable for one-half of the option shares (250,000 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 (250,000 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 $3.00, $4.00 and $5.00, respectively, provided Ms. Washlow remains in Orion Energy Systems, Inc.'s employment until the applicable vesting date.

Grant to reporting person of option to buy shares under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan. This option was granted July 16, 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 $3.00, $4.00 and $5.00, respectively.

Grant to reporting person of option to buy shares under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan. This option was granted July 16, 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 $3.00, $4.00 and $5.00, respectively.

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 July 1, 2026, 2027 and 2028, respectively.

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 July 1, 2026, 2027 and 2028, respectively.

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 July 1, 2026, 2027 and 2028, respectively.

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 July 1, 2026, 2027 and 2028, respectively.

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 July 1, 2026, 2027 and 2028, respectively.

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 July 1, 2026, 2027 and 2028, respectively.

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 July 1, 2026, 2027 and 2028, respectively.

The price in Column 4 is a weighted average price. The prices actually received ranged from $0.89 to $0.93. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

The price in Column 4 is a weighted average price. The prices actually received ranged from $0.86 to $0.90. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

The price in Column 4 is a weighted average price. The prices actually received ranged from $0.81 to $0.85. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

The price in Column 4 is a weighted average price. The prices actually received ranged from $0.82 to $0.85. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

By the Heather Lyn Wishart-Smith Trust.

The price in Column 4 is a weighted average price. The prices actually received ranged from $0.80 to $0.83. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

As of the date of filing of this Form 4, the reporting person directly holds 53,580 shares of common stock.

The price in Column 4 is a weighted average price. The prices actually received ranged from $1.140 to $1.150. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

The Form 4 filed on June 12, 2024 erroneously reported that the 9,025 shares of Common Stock the reporting person purchased were held directly. This Form 4 is being filed to reflect that such shares are held in the reporting person's trust.

By the Heather Lyn Wishart-Smith Trust.

Restricted stock granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended. The restricted stock vests and becomes exercisable with respect to 1/3 of the restricted stock on each of June 11, 2025, 2026 and 2027, respectively.

Restricted stock granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended. The restricted stock vests and becomes exercisable with respect to 1/3 of the restricted stock on each of June 11, 2025, 2026 and 2027, respectively.

This amended Form 4 is being filed to correct an error in calculation of the number of Common Stock directly owned by the reporting person following the reported transaction. The total being reported on this amended Form 4 is current as of the date of this filing.

Performance shares granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan. The performance shares vest subject to achievement of certain performance goals over the performance period ending fiscal year 2026.

Restricted stock granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended. The restricted stock vests and becomes exercisable with respect to 1/3 of the restricted stock on each of June 11, 2025, 2026 and 2027, respectively.

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 June 11, 2025, 2026 and 2027, respectively.

Restricted stock granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended. The restricted stock vests and becomes exercisable with respect to 1/3 of the restricted stock on each of June 11, 2025, 2026 and 2027, respectively.

Performance shares granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan. The performance shares vest subject to achievement of certain performance goals over the performance period ending fiscal year 2026.

Performance shares granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan. The performance shares vest subject to achievement of certain performance goals over the performance period ending fiscal year 2026.

Restricted stock granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended. The restricted stock vests and becomes exercisable with respect to 1/3 of the restricted stock on each of June 11, 2025, 2026 and 2027, respectively.