OESX / Orion Energy Systems, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Orion Energy Systems, Inc.
US ˙ NasdaqCM ˙ US6862751087

Mga Batayang Estadistika
CIK 1409375
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Orion Energy Systems, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 19, 2025 EX-99.1

ORION ENERGY SYSTEMS, INC. ANNOUNCES 1-FOR-10 REVERSE STOCK SPLIT

EX-99.1 Exhibit 99.1 ORION ENERGY SYSTEMS, INC. ANNOUNCES 1-FOR-10 REVERSE STOCK SPLIT MANITOWOC, WI – August 19, 2025: Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, electric vehicle charging station and maintenance service solutions, announced today that its Board of Directors and shareholders approved a 1-for-10 reverse stock split of th

August 19, 2025 EX-3.1

AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION ORION ENERGY SYSTEMS, INC.

EX-3.1 Exhibit 3.1 AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION of ORION ENERGY SYSTEMS, INC. SALLY A. WASHLOW, Chief Executive Officer of Orion Energy Systems, Inc., a corporation organized and existing under the Wisconsin Business Corporation Law (the “Company”), in accordance with the provisions of Section 180.1003 thereof, DOES HEREBY CERTIFY: 1. That, on May 29, 2025, in accord

August 19, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 ORION ENERGY SYST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commiss

August 8, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 ORION ENERGY SYSTE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commissi

August 6, 2025 EX-99.1

30.1% Gross Margin and Lower Operating Expenses Enable Orion to Generate Positive Adjusted EBITDA on Q1’26 Revenue of $19.6M; Reiterates FY 2026 Outlook

30.1% Gross Margin and Lower Operating Expenses Enable Orion to Generate Positive Adjusted EBITDA on Q1’26 Revenue of $19.6M; Reiterates FY 2026 Outlook Manitowoc, WI – August 6, 2025 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, electric vehicle (EV) charging stations and maintenance services solutions, today reported results for its fi

August 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commissi

August 6, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33887 Orion Energy Systems, Inc. (Exact name of Registrant as

August 6, 2025 EX-10.2

Earn Out Term Sheet Amendment, dated July 31, 2025, by and between Orion Energy Systems, Inc., Final Frontier, LLC and Kathleen Connors.+

EXHIBIT 10.2 ORION ENERGY SYSTEMS, INC. 2210 Woodland Drive Manitowoc, Wisconsin 54220 July 31, 2025 Confidential Ms. Kathleen M. Connors Final Frontier, LLC P.O. Box 2086 Andover, Massachusetts 01810 Email: [***] Re: Earn Out Term Sheet Amendment Dear Kat: Reference is hereby made to that certain binding Proposed Voltrek Earn-Out Payment Term Sheet, dated June 23, 2025, among Orion Energy Systems

July 7, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) ☑ Def

June 27, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

June 26, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

n UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33887 Orion Energy Systems, Inc.

June 26, 2025 EX-10.30

Form of Option Award Agreement by and between Orion Energy Systems, Inc. and Sally A. Washlow.*+

ORION ENERGY SYSTEMS, INC. STOCK OPTION AWARD Sally A. Washlow [INSERT ADDRESS] Dear Sally: You have been granted an option (your “Option”) to purchase shares of common stock (“Shares”) of Orion Energy Systems, Inc. (the “Company”) with the following terms and conditions: Grant Date: , 20251 Type of Option: Nonqualified Stock Option Number of Option Shares: 500,000 Exercise Price per Share: U.S. $

June 26, 2025 EX-10.32

Form of Option Award Agreement.*+

Exhibit 10.32 ORION ENERGY SYSTEMS, INC. STOCK OPTION AWARD [INSERT ADDRESS] Dear : You have been granted an option (your “Option”) to purchase shares of common stock (“Shares”) of Orion Energy Systems, Inc. (the “Company”) with the following terms and conditions: Grant Date: , 2025 Type of Option: Nonqualified Stock Option Number of Option Shares: Exercise Price per Share: U.S. $ Vesting: Your Op

June 26, 2025 EX-99.1

Orion’s FY’25 Gross Margin Increased to 25.4% (+230 bps) on Revenue of $79.7M; Expects 5% Revenue Growth and Improved Bottom Line Performance in FY’26; Call Today at 10am ET

Orion’s FY’25 Gross Margin Increased to 25.4% (+230 bps) on Revenue of $79.7M; Expects 5% Revenue Growth and Improved Bottom Line Performance in FY’26; Call Today at 10am ET Manitowoc, WI – June 26, 2025 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, electric vehicle (EV) charging stations, and maintenance services solutions, today report

June 26, 2025 EX-10.26

ORION ENERGY SYSTEMS, INC. 2016 OMNIBUS INCENTIVE PLAN TANDEM RESTRICTED STOCK AND CASH AWARD AGREEMENT (for Non-Employee Members of the Board of Directors)

Exhibit 10.26 Grantee: Grant Date: No. of Restricted Shares: Amount of Restricted Cash: $ ORION ENERGY SYSTEMS, INC. 2016 OMNIBUS INCENTIVE PLAN TANDEM RESTRICTED STOCK AND CASH AWARD AGREEMENT (for Non-Employee Members of the Board of Directors) THIS AGREEMENT, made and entered into as of the Grant Date specified above (the “Grant Date”) by and between Orion Energy Systems, Inc., a Wisconsin corp

June 26, 2025 EX-10.12

Orion Energy Systems, Inc. Non-Employee Director Compensation Plan Updated and Effective February 16, 2023

Exhibit 10.12 Orion Energy Systems, Inc. Non-Employee Director Compensation Plan Updated and Effective February 16, 2023 1. Annual cash retainer: $45,000 (cash or stock) ($11,250 paid quarterly) 2. Board meeting fee: None 3. Committee meeting fee None 4. Annual restricted stock grant: $50,000 grant date fair market value (option to accept tandem restricted stock (60%) and restricted cash (40%)) 5.

June 26, 2025 EX-10.5

Exhibit 10.5 Execution Version ORION ENERGY SYSTEMS, INC. ORION ENERGY SYSTEMS, INC. MS. CONNORS: FINAL FRONTIER, LLC

Exhibit 10.5 Execution Version ORION ENERGY SYSTEMS, INC. Proposed Voltrek Earn-Out Payment Term Sheet June 23, 2025 The following binding term sheet (“Term Sheet”) outlines the mutually agreed upon terms and conditions applicable to the payment by Orion Energy Systems, Inc. (“Company”) of its to-be- determined earn-out obligation (exclusive of the FY24 Earn-Out Payment, as defined below) (“Obliga

June 26, 2025 EX-10.31

Form of Executive Option Award Agreement under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan.*+

Exhibit 10.31 ORION ENERGY SYSTEMS, INC. 2016 OMNIBUS INCENTIVE PLAN STOCK OPTION AWARD [EXECUTIVE] [INSERT ADDRESS] Dear : You have been granted an option (your “Option”) to purchase shares of common stock (“Shares”) of Orion Energy Systems, Inc. (the “Company”) under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan (the “Plan”) with the following terms and conditions: Grant Date: Type

June 26, 2025 EX-97

Orion Energy Systems, Inc. Compensation Recovery Policy. +

Exhibit 97 Orion Energy Systems, Inc. Compensation Recovery Policy1 Adopted May 24, 2023 1. Purpose. The purpose of this Compensation Recovery Policy (this “Policy”) is to describe the circumstances under which Orion Energy Systems, Inc. (the “Company”) is required to or shall have the right to recover certain compensation paid to certain employees and independent contractors. Any references in co

June 26, 2025 EX-10.24

If Grantee remains employed by the Company through the date on which the Administrator determines the level of revenue growth (“Revenue Growth”) achieved for fiscal year 2026 compared to fiscal year 2023, the following percentage of the Performance S

Exhibit 10.24 Grantee: Grant Date: No. of Performance Shares: Amount of Restricted Cash: $ ORION ENERGY SYSTEMS, INC. 2016 OMNIBUS INCENTIVE PLAN TANDEM PERFORMANCE SHARE AND CASH AWARD AGREEMENT THIS AGREEMENT, made and entered into as of the Grant Date specified above (the “Grant Date”) by and between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the Grantee specified

June 26, 2025 EX-10.33

Form of Restricted Stock Award Agreement.*+

Exhibit 10.33 Grantee: Grant Date: No. of Restricted Shares: ORION ENERGY SYSTEMS, INC. RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT (this “Agreement”) is made and entered into as of the Grant Date specified above (the “Grant Date”) by and between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the Grantee specified above (“Grantee”). RECITALS WHEREAS, the Company has s

June 26, 2025 EX-10.25

ORION ENERGY SYSTEMS, INC. 2016 OMNIBUS INCENTIVE PLAN TANDEM RESTRICTED STOCK AND CASH AWARD AGREEMENT

Exhibit 10.25 Grantee: Grant Date: No. of Restricted Shares: Amount of Restricted Cash: $ ORION ENERGY SYSTEMS, INC. 2016 OMNIBUS INCENTIVE PLAN TANDEM RESTRICTED STOCK AND CASH AWARD AGREEMENT THIS AGREEMENT, made and entered into as of the Grant Date specified above (the “Grant Date”) by and between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the Grantee specified ab

June 26, 2025 EX-19.1

Insider Trading Policy.

Exhibit 19.1 ORION ENERGY SYSTEMS, INC. STATEMENT OF COMPANY POLICY PROHIBITING INSIDER TRADING Because the common stock of Orion Energy Systems, Inc. (the “Company”) is publicly traded on the NASDAQ, there are certain important restrictions and limitations imposed on you under the federal securities laws. Any violation of these restrictions may subject the Company and you to serious criminal and

June 26, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commissio

June 26, 2025 EX-4.1

Description of Orion Energy Systems, Inc. Capital Stock. +

Exhibit 4.1 ORION ENERGY SYSTEMS, INC. DESCRIPTION OF CAPITAL STOCK Our authorized capital stock consists of 230,000,000 shares, consisting of 200,000,000 shares of common stock, no par value per share, and 30,000,000 shares of preferred stock, par value $0.01 per share. The description below summarizes the material terms of our common stock, preferred stock and provisions of our amended and resta

June 26, 2025 EX-21.1

Subsidiaries of Orion Energy Systems, Inc.+

Exhibit 21.1 Subsidiaries Entity Jurisdiction of Organization Great Lakes Energy Technologies, LLC Wisconsin Clean Energy Solutions, LLC Wisconsin Orion Asset Management, LLC Wisconsin Orion LED Canada, Inc. British Columbia, Canada Voltrek, LLC Massachusetts

June 3, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 ORION ENERGY SYSTEMS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commission

May 28, 2025 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report Orion Energy Systems, Inc. (Exact name of the registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report Orion Energy Systems, Inc. (Exact name of the registrant as specified in its charter) Wisconsin 001-33887 (State or other jurisdiction of incorporation or organization) (Commission file number) 2210 Woodland Drive Manitowoc, Wisconsin 54220 (Address of principal executive offices) (Zip cod

May 28, 2025 EX-1.01

Conflict Minerals Report of Orion Energy Systems, Inc.

Exhibit 1.01 Conflict Minerals Report of Orion Energy Systems, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report (the “Report”) of Orion Energy Systems, Inc. (the “Company”) for calendar year 2024 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934, as amended. The Company undertook due diligence to

May 5, 2025 EX-10.1

Mutual Termination and Severance Agreement and Complete and Permanent Mutual Release of All Claims, dated as of May 5, 2025, but effective as of April 14, 2025, by and between Orion Energy Systems, Inc. and Michael H. Jenkins.

Exhibit 10.1 MICHAEL H. JENKINS MUTUAL TERMINATION AND SEVERANCE AGREEMENT AND COMPLETE AND PERMANENT MUTUAL RELEASE OF ALL CLAIMS THIS MUTUAL TERMINATION AND SEVERANCE AGREEMENT AND COMPLETE AND PERMANENT MUTUAL RELEASE OF ALL CLAIMS (“Agreement and Release”) is made by and between ORION ENERGY SYSTEMS, INC. (“Company”) and MICHAEL H. JENKINS (“Jenkins”) and is executed as of May 5, 2025, but eff

May 5, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2025 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commission

April 14, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2025 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commissi

April 14, 2025 EX-99.1

LED Lighting and EV Charging Solutions Provider Orion Appoints Board Member Sally Washlow as CEO; Confirms FY’25 Revenue Guidance

Exhibit 99.1 LED Lighting and EV Charging Solutions Provider Orion Appoints Board Member Sally Washlow as CEO; Confirms FY’25 Revenue Guidance Manitowoc, WI — April 14, 2025—Orion Energy Systems, Inc. (Nasdaq: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, electric vehicle (EV) charging stations and maintenance services solutions, today announced that Orion’s Board of Directo

April 14, 2025 EX-10.1

Executive Employment and Severance Agreement, dated April 14, 2025, by and between Orion Energy Systems, Inc. and Sally A. Washlow.

Exhibit 10.1 Name of Executive: Sally A. Washlow Position: Chief Executive Officer Fiscal Year 2026 Base Salary (after Effective Date): $382,500 Effective Date: April 14, 2025 Pre-Change of Control Severance Multiplier is: 1.5x Post-Change of Control Severance Multiplier is: 2x EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT This Executive Employment Agreement (“Agreement”) is between the executive n

March 21, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 ORION ENERGY SYSTEMS, INC. (Exact name of Registrant as Specified in Its Charter) Wisconsin 01-33887 39-1847269 (State or Other Jurisdiction of Incorporation) (Commissi

February 11, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33887 Orion Energy Systems, Inc. (Exact name of Registrant

February 11, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2025 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commi

February 11, 2025 EX-99.1

Orion Reports Improved Q3’25 Gross Margin of 29.4% (+490 bps), Reduced Net Loss, Break-even Adjusted EBITDA and Improved Cash and Liquidity on Revenue of $19.6M; Reduces FY 2025 Revenue Outlook

Orion Reports Improved Q3’25 Gross Margin of 29.4% (+490 bps), Reduced Net Loss, Break-even Adjusted EBITDA and Improved Cash and Liquidity on Revenue of $19.6M; Reduces FY 2025 Revenue Outlook Manitowoc, WI – February 11, 2025 – Orion Energy Systems, Inc.(NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, electric vehicle (EV) charging stations and maintenance services s

November 6, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commis

November 6, 2024 EX-99.1

Orion Reports Q2’25 Results with Revenue of $19.4M, Reflecting 40% Growth in EV Charging and Significant Improvement in Maintenance Segment Gross Margin

Orion Reports Q2’25 Results with Revenue of $19.4M, Reflecting 40% Growth in EV Charging and Significant Improvement in Maintenance Segment Gross Margin Manitowoc, WI – November 6, 2024 – Orion Energy Systems, Inc.(NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, electric vehicle (EV) charging stations and maintenance services solutions, today reported results for its f

November 6, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33887 Orion Energy Systems, Inc. (Exact name of Registran

October 31, 2024 EX-10.1

Amendment No. 3 to Loan and Security Agreement, dated effective as of October 30, 2024, among Orion Energy Systems, Inc., Bank of America, N.A., as lender, and the subsidiary borrowers party thereto.

Execution Version AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated effective as of October 30, 2024 and entered into by and among, ORION ENERGY SYSTEMS, INC., a Wisconsin corporation (“Company”), GREAT LAKES ENERGY TECHNOLOGIES, LLC, a Wisconsin limited liability company (“Great Lakes”), CLEAN ENERGY SOLUTIONS, LLC, a Wi

October 31, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 ORION ENERGY SYSTEMS, INC. (Exact name of Registrant as Specified in Its Charter) Wisconsin 01-33887 39-1847269 (State or Other Jurisdiction of Incorporation) (Commis

October 29, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2024 ORION ENERGY SYSTEMS, INC. (Exact name of Registrant as Specified in Its Charter) Wisconsin 01-33887 39-1847269 (State or Other Jurisdiction of Incorporation) (Commis

October 29, 2024 EX-99.1

LED Lighting and EV Charging Solutions Provider Orion Previews Q2’25 Results and Updates FY 2025 Outlook in Anticipation of LD Micro Investor Presentation Webcast Today at 8:30 a.m. PT

EXHIBIT 99.1 LED Lighting and EV Charging Solutions Provider Orion Previews Q2’25 Results and Updates FY 2025 Outlook in Anticipation of LD Micro Investor Presentation Webcast Today at 8:30 a.m. PT Los Angeles, CA & Manitowoc, WI – October 29, 2024 – Orion Energy Systems, Inc.(NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, electric vehicle (EV) charging stations and m

September 20, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2024 ORION ENERGY SYSTEMS, INC. (Exact name of Registrant as Specified in Its Charter) Wisconsin 01-33887 39-1847269 (State or Other Jurisdiction of Incorporation) (Comm

August 13, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commissi

August 7, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commissi

August 7, 2024 EX-99.1

Orion’s Q1’25 Revenue Rose 13% vs Q1’24 to $19.9M Driven by Strength in EV Charging Projects; Maintains FY 2025 Revenue Growth Target of 10-15%

Orion’s Q1’25 Revenue Rose 13% vs Q1’24 to $19.9M Driven by Strength in EV Charging Projects; Maintains FY 2025 Revenue Growth Target of 10-15% Manitowoc, WI – August 7, 2024 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, electric vehicle (EV) charging stations and maintenance services solutions, today reported results for its fiscal 2025

August 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33887 Orion Energy Systems, Inc. (Exact name of Registrant as

June 28, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

June 28, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

June 20, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2024 ORION ENERGY SYSTEMS, INC. (Exact name of Registrant as Specified in Its Charter) Wisconsin 01-33887 39-1847269 (State or Other Jurisdiction of Incorporation) (Commissio

June 12, 2024 EX-10.12

Orion Energy Systems, Inc. Non-Employee Director Compensation Plan, effective as of February 16, 2023, filed as Exhibit 10.12 to the Registrant's Form 10-K filed on June 12, 2023, is hereby incorporated by reference.*

Exhibit 10.12 Exhibit 10.12 Orion Energy Systems, Inc. Non-Employee Director Compensation Plan Updated and Effective February 16, 2023 1. Annual cash retainer: $45,000 (cash or stock) ($11,250 paid quarterly) 2. Board meeting fee: None 3. Committee meeting fee None 4. Annual restricted stock grant: $50,000 grant date fair market value (option to accept tandem restricted stock (60%) and restricted

June 12, 2024 EX-4.1

Description of Orion Energy Systems, Inc. Capital Stock. +

Exhibit 10.12 ORION ENERGY SYSTEMS, INC. DESCRIPTION OF CAPITAL STOCK Our authorized capital stock consists of 230,000,000 shares, consisting of 200,000,000 shares of common stock, no par value per share, and 30,000,000 shares of preferred stock, par value $0.01 per share. The description below summarizes the material terms of our common stock, preferred stock and provisions of our amended and res

June 12, 2024 EX-21.1

Subsidiaries of Orion Energy Systems, Inc.+

Exhibit 21.1 Subsidiaries Entity Jurisdiction of Organization Great Lakes Energy Technologies, LLC Wisconsin Clean Energy Solutions, LLC Wisconsin Orion Asset Management, LLC Wisconsin Orion LED Canada, Inc. British Columbia, Canada Stay-Lite Lighting, Inc. Wisconsin Voltrek, LLC Massachusetts

June 12, 2024 EX-10.24

Form of Executive Tandem Performance Share and Cash Award Agreement under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, effective May 24, 2023, filed as Exhibit 10.24 to the Registrant's Form 10-K filed on June 12, 2023, is hereby incorporated by reference.*

Exhibit 10.24 Grantee: Grant Date: August 10, 2023 No. of Performance Shares: Amount of Restricted Cash: $ Exhibit 10.24 Grantee: Grant Date: No. of Performance Shares: Amount of Restricted Cash: $ ORION ENERGY SYSTEMS, INC. 2016 OMNIBUS INCENTIVE PLAN TANDEM PERFORMANCE SHARE AND CASH AWARD AGREEMENT THIS AGREEMENT, made and entered into as of the Grant Date specified above (the “Grant Date”) by

June 12, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33887 Orion Energy Systems, Inc. (

June 12, 2024 EX-10.26

Form of Executive Tandem Restricted Stock and Cash Award Agreement under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, effective May 24, 2023, filed as Exhibit 10.26 to the Registrant's Form 10-K filed on June 12, 2023, is hereby incorporated by reference.*

Exhibit 10.26 Non-Employee Director Grantee: Grant Date: August 15, 2023 No. of Restricted Shares: Amount of Restricted Cash: $ Exhibit 10.26 Grantee: Grant Date: No. of Restricted Shares: Amount of Restricted Cash: $ ORION ENERGY SYSTEMS, INC. 2016 OMNIBUS INCENTIVE PLAN TANDEM RESTRICTED STOCK AND CASH AWARD AGREEMENT (for Non-Employee Members of the Board of Directors) THIS AGREEMENT, made and

June 12, 2024 EX-10.25

Form of Non-Employee Director Tandem Restricted Stock and Cash Award Agreement under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, effective May 24, 2023, filed as Exhibit 10.25 to the Registrant's Form 10-K filed on June 12, 2023, is hereby incorporated by reference.*

Exhibit 10.25 Grantee: Grant Date: August 10, 2023 No. of Restricted Shares: Amount of Restricted Cash: $ Exhibit 10.25 Grantee: Grant Date: No. of Restricted Shares: Amount of Restricted Cash: $ ORION ENERGY SYSTEMS, INC. 2016 OMNIBUS INCENTIVE PLAN TANDEM RESTRICTED STOCK AND CASH AWARD AGREEMENT THIS AGREEMENT, made and entered into as of the Grant Date specified above (the “Grant Date”) by and

June 6, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2024 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commission

June 6, 2024 EX-99.1

Orion’s Q4’24 Revenue Rose 22% to $26.4M; FY’24 Revenue of $90.6M Driven by Growth Across LED Lighting, EV Charging and Maintenance Businesses; Targets FY 2025 Revenue Growth of 10-15%

Orion’s Q4’24 Revenue Rose 22% to $26.4M; FY’24 Revenue of $90.6M Driven by Growth Across LED Lighting, EV Charging and Maintenance Businesses; Targets FY 2025 Revenue Growth of 10-15% Manitowoc, WI – June 6, 2024 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, electric vehicle (EV) charging station, and maintenance services solutions, tod

May 30, 2024 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report Orion Energy Systems, Inc. (Exact name of the registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report Orion Energy Systems, Inc. (Exact name of the registrant as specified in its charter) Wisconsin 001-33887 (State or other jurisdiction of incorporation or organization) (Commission file number) 2210 Woodland Drive Manitowoc, Wisconsin 54220 (Address of principal executive offices) (Zip cod

May 30, 2024 EX-1.01

Conflict Minerals Report of Orion Energy Systems, Inc.

Exhibit 1.01 Conflict Minerals Report of Orion Energy Systems, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report (the “Report”) of Orion Energy Systems, Inc. (the “Company”) for calendar year 2023 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934, as amended. The Company undertook due diligence to

May 16, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 ORION ENERGY SYSTEMS, INC. (Exact name of Registrant as Specified in Its Charter) Wisconsin 01-33887 39-1847269 (State or Other Jurisdiction of Incorporation) (Commission

May 16, 2024 EX-99.1

LED Lighting and EV Charging Solutions Provider Orion Previews FY 2024 Results in Anticipation of its Singular Research Webinar Presentation Wed. May 22 at 3pm ET Registration is Free and Open to All Investors

LED Lighting and EV Charging Solutions Provider Orion Previews FY 2024 Results in Anticipation of its Singular Research Webinar Presentation Wed.

April 24, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2024 ORION ENERGY SYSTEMS, INC. (Exact name of Registrant as Specified in Its Charter) Wisconsin 01-33887 39-1847269 (State or Other Jurisdiction of Incorporation) (Commissi

April 24, 2024 EX-10.1

Amendment No. 2 to Loan and Security Agreement, dated effective as of April 22, 2024, among Orion Energy Systems, Inc., Bank of America, N.A., as lender, and the subsidiary borrowers party thereto.

Execution Version AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated effective as of April 22, 2024 and entered into by and among, ORION ENERGY SYSTEMS, INC., a Wisconsin corporation (“Company”), GREAT LAKES ENERGY TECHNOLOGIES, LLC, a Wisconsin limited liability company (“Great Lakes”), CLEAN ENERGY SOLUTIONS, LLC, a Wisc

April 5, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 05, 2024 ORION ENERGY SYSTEMS, INC. (Exact name of Registrant as Specified in Its Charter) Wisconsin 01-33887 39-1847269 (State or Other Jurisdiction of Incorporation) (Commissi

February 7, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2024 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commis

February 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33887 Orion Energy Systems, Inc. (Exact name of Registrant

February 7, 2024 EX-99.1

Orion’s Q3’24 Revenue Rose 28% to $26M on Strength in LED Lighting; Reiterates Revenue Growth Outlook of $90M-$95M for FY 2024

EXHIBIT 99.1 Orion’s Q3’24 Revenue Rose 28% to $26M on Strength in LED Lighting; Reiterates Revenue Growth Outlook of $90M-$95M for FY 2024 Manitowoc, WI – February 7, 2024 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, maintenance services and electric vehicle (EV) charging station solutions, today reported results for its fiscal 2024 th

January 30, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2024 ORION ENERGY SYSTEMS, INC. (Exact name of Registrant as Specified in Its Charter) Wisconsin 01-33887 39-1847269 (State or Other Jurisdiction of Incorporation) (Commis

January 18, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2024 ORION ENERGY SYSTEMS, INC. (Exact name of Registrant as Specified in Its Charter) Wisconsin 01-33887 39-1847269 (State or Other Jurisdiction of Incorporation) (Commis

January 18, 2024 EX-99.1

LED Lighting, EV Charging and Electrical Maintenance Provider Orion Announces Preliminary Q3’24 Revenue Growing to $25.8M-$26.2M and Improved Cash Position; Updates FY 2024 Anticipated Revenue Outlook to $90M-$95M

EXHIBIT 99.1 LED Lighting, EV Charging and Electrical Maintenance Provider Orion Announces Preliminary Q3’24 Revenue Growing to $25.8M-$26.2M and Improved Cash Position; Updates FY 2024 Anticipated Revenue Outlook to $90M-$95M Manitowoc, WI – January 18, 2024 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, electric vehicle (EV) charging st

January 10, 2024 SC 13G/A

OESX / Orion Energy Systems, Inc. / North Star Investment Management Corp. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Amendment No. 8 Orion Energy Systems, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 686275108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

December 22, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2023 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commi

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33887 Orion Energy Systems, Inc. (Exact name of Registran

November 7, 2023 EX-99.1

LED Lighting, Maintenance and EV Charging Solutions Provider Orion’s Q2’24 Revenue Rose 17% to $20.6M; Maintains 30% Revenue Growth Outlook for FY 2024

EXHIBIT 99.1 LED Lighting, Maintenance and EV Charging Solutions Provider Orion’s Q2’24 Revenue Rose 17% to $20.6M; Maintains 30% Revenue Growth Outlook for FY 2024 Manitowoc, WI – November 7, 2023 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, maintenance services and electric vehicle (EV) charging station solutions, today reported resul

November 7, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commis

October 30, 2023 SC 13D/A

OESX / Orion Energy Systems Inc / Philotimo Fund, LP - AMENDMENT NO. 3 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 Orion Energy Systems, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 686275108 (CUSIP Number) MR. DAVID L. KANEN KANEN

August 11, 2023 S-8

As filed with the Securities and Exchange Commission on August 11, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ORION ENERGY SYSTEMS, INC. (Exact name of

Registration No. 333- As filed with the Securities and Exchange Commission on August 11, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 39-1847269 (State or other jurisdiction of incorporation or organization) (I.

August 11, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2023 ORION ENERGY SYSTEMS, INC. (Exact name of Registrant as Specified in Its Charter) Wisconsin 01-33887 39-1847269 (State or Other Jurisdiction of Incorporation) (Commiss

August 11, 2023 EX-FILING FEES

Calculation of Filing Fee Tables FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 ORION ENERGY SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ORION ENERGY SYSTEMS, INC.

August 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commissi

August 9, 2023 EX-99.1

LED Lighting, Maintenance and EV Charging Solutions Provider Orion Reports Q1’24 Revenue of $17.6M; Maintains 30% Revenue Growth Outlook for FY 2024

EXHIBIT 99.1 LED Lighting, Maintenance and EV Charging Solutions Provider Orion Reports Q1’24 Revenue of $17.6M; Maintains 30% Revenue Growth Outlook for FY 2024 Manitowoc, WI – August 9, 2023 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, maintenance services and electric vehicle (EV) charging station solutions, today reported results fo

August 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33887 Orion Energy Systems, Inc. (Exact name of Registrant as

June 30, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

June 30, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

June 12, 2023 EX-10.12

Orion Energy Systems, Inc. Non-Employee Director Compensation Plan, effective as of February 16, 2023.* +

EX-10.12 3 oesx-ex1012.htm EX-10.12 Exhibit 10.12 Exhibit 10.12 Orion Energy Systems, Inc. Non-Employee Director Compensation Plan Updated and Effective February 16, 2023 1. Annual cash retainer: $45,000 (cash or stock) ($11,250 paid quarterly) 2. Board meeting fee: None 3. Committee meeting fee None 4. Annual restricted stock grant: $50,000 grant date fair market value (option to accept tandem re

June 12, 2023 EX-21.1

Subsidiaries of Orion Energy Systems, Inc.+

Exhibit 21.1 Subsidiaries Entity Jurisdiction of Organization Great Lakes Energy Technologies, LLC Wisconsin Clean Energy Solutions, LLC Wisconsin Orion Asset Management, LLC Wisconsin Orion LED Canada, Inc. British Columbia, Canada Stay-Lite Lighting, Inc. Wisconsin Voltrek, LLC Massachusetts

June 12, 2023 EX-10.26

Form of Executive Tandem Restricted Stock and Cash Award Agreement under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, effective May 24, 2023.* +

Exhibit 10.26 Non-Employee Director Grantee: Grant Date: August 15, 2023 No. of Restricted Shares: Amount of Restricted Cash: $ Exhibit 10.26 Grantee: Grant Date: No. of Restricted Shares: Amount of Restricted Cash: $ ORION ENERGY SYSTEMS, INC. 2016 OMNIBUS INCENTIVE PLAN TANDEM RESTRICTED STOCK AND CASH AWARD AGREEMENT (for Non-Employee Members of the Board of Directors) THIS AGREEMENT, made and

June 12, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33887 Orion Energy Systems, Inc. (

June 12, 2023 EX-10.24

Form of Executive Tandem Performance Share and Cash Award Agreement under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, effective May 24, 2023.* +

Exhibit 10.24 Grantee: Grant Date: August 10, 2023 No. of Performance Shares: Amount of Restricted Cash: $ Exhibit 10.24 Grantee: Grant Date: No. of Performance Shares: Amount of Restricted Cash: $ ORION ENERGY SYSTEMS, INC. 2016 OMNIBUS INCENTIVE PLAN TANDEM PERFORMANCE SHARE AND CASH AWARD AGREEMENT THIS AGREEMENT, made and entered into as of the Grant Date specified above (the “Grant Date”) by

June 12, 2023 EX-10.25

Form of Non-Employee Director Tandem Restricted Stock and Cash Award Agreement under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, effective May 24, 2023.* +

Exhibit 10.25 Grantee: Grant Date: August 10, 2023 No. of Restricted Shares: Amount of Restricted Cash: $ Exhibit 10.25 Grantee: Grant Date: No. of Restricted Shares: Amount of Restricted Cash: $ ORION ENERGY SYSTEMS, INC. 2016 OMNIBUS INCENTIVE PLAN TANDEM RESTRICTED STOCK AND CASH AWARD AGREEMENT THIS AGREEMENT, made and entered into as of the Grant Date specified above (the “Grant Date”) by and

June 12, 2023 EX-4.1

Description of Orion Energy Systems, Inc. Capital Stock. +

Exhibit 10.12 ORION ENERGY SYSTEMS, INC. DESCRIPTION OF CAPITAL STOCK Our authorized capital stock consists of 230,000,000 shares, consisting of 200,000,000 shares of common stock, no par value per share, and 30,000,000 shares of preferred stock, par value $0.01 per share. The description below summarizes the material terms of our common stock, preferred stock and provisions of our amended and res

June 6, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commission

June 6, 2023 EX-99.1

LED Lighting, Maintenance and EV Charging Solutions Provider Orion Reports FY 2023 Revenue of $77.4M and Reiterates FY 2024 30% Revenue Growth Outlook

EXHIBIT 99.1 LED Lighting, Maintenance and EV Charging Solutions Provider Orion Reports FY 2023 Revenue of $77.4M and Reiterates FY 2024 30% Revenue Growth Outlook Manitowoc, WI – June 6, 2023 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, maintenance services and electric vehicle (EV) charging station solutions, today reported results fo

May 10, 2023 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report Orion Energy Systems, Inc. (Exact name of the registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report Orion Energy Systems, Inc. (Exact name of the registrant as specified in its charter) Wisconsin 001-33887 (State or other jurisdiction of incorporation or organization) (Commission file number) 2210 Woodland Drive Manitowoc, Wisconsin 54220 (Address of principal executive offices) (Zip cod

May 10, 2023 EX-1.01

Conflict Minerals Report of Orion Energy Systems, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934

Exhibit 1.01 Conflict Minerals Report of Orion Energy Systems, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report (the “Report”) of Orion Energy Systems, Inc. (the “Company”) for calendar year 2022 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934, as amended. The Company undertook due diligence to

April 12, 2023 SC 13D/A

OESX / Orion Energy Systems Inc / Philotimo Fund, LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 Orion Energy Systems, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 686275108 (CUSIP Number) MR. DAVID L. KANEN KANEN

March 9, 2023 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2023 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commissio

March 9, 2023 CORRESP

ORION ENERGY SYSTEMS, INC. 2210 Woodland Drive Manitowoc, Wisconsin 54220 March 9, 2023

CORRESP ORION ENERGY SYSTEMS, INC. 2210 Woodland Drive Manitowoc, Wisconsin 54220 March 9, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Gregory Herbers Re: Orion Energy Systems, Inc. Registration Statement on Form S-3 (Registration No. 333-270197) Mr. Herbers: Pursuant to Rule 461 under the Secu

March 9, 2023 EX-99.1

ORION ENERGY SYSTEMS, INC. ADDS RICHARD A. SHAPIRO TO BOARD OF DIRECTORS

EX-99.1 Exhibit 99.1 ORION ENERGY SYSTEMS, INC. ADDS RICHARD A. SHAPIRO TO BOARD OF DIRECTORS MANITOWOC, WI – March 9, 2023: Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting and controls, maintenance services and electric vehicle (EV) charging station solutions, announced today that it has appointed Richard A. Shapiro to its board of directors

March 1, 2023 EX-FILING FEES

Filing Fee Exhibit.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) ORION ENERGY SYSTEMS, INC.

March 1, 2023 S-3

As filed with the Securities and Exchange Commission on March 1, 2023

S-3 Table of Contents As filed with the Securities and Exchange Commission on March 1, 2023 Registration No.

February 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33887 Orion Energy Systems, Inc. (Exact name of Registrant

February 9, 2023 EX-99.1

Orion Energy Systems Reports Q3 Revenue of $20.3M; Reiterates FY’24 Outlook for 30% Revenue Growth

EXHIBIT 99.1 Orion Energy Systems Reports Q3 Revenue of $20.3M; Reiterates FY’24 Outlook for 30% Revenue Growth Manitowoc, WI – February 9, 2023 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting and controls, maintenance services and electric vehicle (EV) charging station solutions, today reported results for its fiscal 2023 third quarter end

February 9, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commis

January 30, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2023 ORION ENERGY SYSTEMS, INC. (Exact name of Registrant as Specified in Its Charter) Wisconsin 01-33887 39-1847269 (State or Other Jurisdiction of Incorporation) (Commis

January 23, 2023 EX-99.1

Orion Energy Systems Previews Preliminary FY 2023 Q3 Results, Updates FY 2023 Revenue Outlook and Provides Initial FY 2024 Revenue Growth Rate Expectation

EXHIBIT 99.1 Orion Energy Systems Previews Preliminary FY 2023 Q3 Results, Updates FY 2023 Revenue Outlook and Provides Initial FY 2024 Revenue Growth Rate Expectation Manitowoc, WI – January 23, 2023 - Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting and controls, maintenance services and electric vehicle (EV) charging station solutions, toda

January 23, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2023 ORION ENERGY SYSTEMS, INC. (Exact name of Registrant as Specified in Its Charter) Wisconsin 01-33887 39-1847269 (State or Other Jurisdiction of Incorporation) (Commis

January 10, 2023 SC 13G/A

OESX / Orion Energy Systems, Inc. / North Star Investment Management Corp. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Amendment No. 7 Orion Energy Systems, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 686275108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

January 6, 2023 SC 13D/A

OESX / Orion Energy Systems, Inc. / Philotimo Fund, LP - AMENDMENT NO. 1 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 1)1 Orion Energy Systems, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 686275108 (CUSIP Number) MR. DAVID L. KANEN KANEN

January 4, 2023 EX-10.1

Cooperation Agreement, dated January 3, 2023, by and among Orion Energy Systems, Inc., Kanen Wealth Management, LLC, Philotimo Fund, LP and David Kanen and Charles McDulin.

EXHIBIT 10.1 COOPERATION AGREEMENT This Cooperation Agreement (this ?Agreement?) is made and entered into as of January 3, 2023, by and among Orion Energy Systems, Inc., a Wisconsin corporation (the ?Company?), and the entities and natural persons set forth on the signature page hereto (collectively, ?Investor?) (each of the Company and Investor, a ?Party? to this Agreement, and collectively, the

January 4, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 04, 2023 ORION ENERGY SYSTEMS, INC. (Exact name of Registrant as Specified in Its Charter) Wisconsin 01-33887 39-1847269 (State or Other Jurisdiction of Incorporation) (Commis

January 4, 2023 EX-99.1

ORION ADDS CHARLES MCDULIN TO BOARD OF DIRECTORS

EXHIBIT 99.1 ORION ADDS CHARLES MCDULIN TO BOARD OF DIRECTORS MANITOWOC, WI ? January 4, 2023 - Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting and controls, maintenance services and electric vehicle (EV) charging station solutions announced today that it has increased the size of the board to six members and appointed Charles McDulin to its

November 14, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 ORION ENERGY SY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commi

November 14, 2022 EX-3.1

Second Amended and Restated Bylaws of Orion Energy Systems, Inc., dated November 10, 2022.

EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF ORION ENERGY SYSTEMS, INC. (a Wisconsin corporation) Effective November 10, 2022 ARTICLE I. OFFICES 1.01 Principal and Business Offices. The corporation may have such principal and other business offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the corporation may require

November 8, 2022 EX-10.4

Agreement No. 1 to Loan and Security Agreement, dated effective as of November 4, 2022, among Orion Energy Systems, Inc., Bank of America, N.A., as lender, and the subsidiary borrowers party thereto, filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed November 8, 2022, is hereby incorporated by reference.

Exhibit 10.4 EXECUTION VERSION AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this ?Amendment?) is dated effective as of November 4, 2022 and entered into by and among, ORION ENERGY SYSTEMS, INC., a Wisconsin corporation (?Company?), GREAT LAKES ENERGY TECHNOLOGIES, LLC, a Wisconsin limited liability company (?Great Lakes?), CLEAN ENERGY SOLUTIO

November 8, 2022 EX-99.1

Orion Energy Systems Reports Q2 Revenue of $17.6M, Gross Profit Percentage of 25.3% and Reiterates FY’23 Revenue Outlook of $90M to $110M

EXHIBIT 99.1 Orion Energy Systems Reports Q2 Revenue of $17.6M, Gross Profit Percentage of 25.3% and Reiterates FY’23 Revenue Outlook of $90M to $110M Manitowoc, WI – November 8, 2022 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting and controls, maintenance services and electrical vehicle (EV) charging station solutions, today reported resu

November 8, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commis

November 8, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33887 Orion Energy Systems, Inc. (Exact name of Registran

September 30, 2022 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, no par value, of Orion Energy Systems, Inc. This Joint Filing Agreement sha

September 30, 2022 SC 13D

OESX / Orion Energy Systems, Inc. / Philotimo Fund, LP - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. )1 Orion Energy Systems, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 686275108 (CUSIP Number) MR. DAVID L. KANEN KANEN

August 8, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commissi

August 5, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33887 Orion Energy Systems, Inc. (Exact name of Registrant as

August 3, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2022 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commissi

August 3, 2022 EX-99.1

Orion Energy Systems Announces CEO Transition Plan - Mike Altschaefl to Retire as CEO on November 10, 2022; EVP and COO Mike Jenkins Named as New CEO

Exhibit 99.1 Orion Energy Systems Announces CEO Transition Plan - Mike Altschaefl to Retire as CEO on November 10, 2022; EVP and COO Mike Jenkins Named as New CEO Manitowoc, WI — August 3, 2022—Orion Energy Systems, Inc. (Nasdaq: OESX) (Orion Lighting), a provider of energy-efficient LED lighting and control systems, including turnkey project implementation, program management and system maintenan

August 3, 2022 EX-99.2

Orion Energy Systems Reports Q1 Revenue of $17.9M, Reflecting Customer Delays on Large LED Lighting Projects

Exhibit 99.2 Orion Energy Systems Reports Q1 Revenue of $17.9M, Reflecting Customer Delays on Large LED Lighting Projects Manitowoc, WI – August 3, 2022 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting and control systems and electrical maintenance services, today reported results for its fiscal 2023 first quarter ended June 30, 2022 (Q1’23)

August 3, 2022 EX-10.3

Consulting Agreement, dated as of August 2, 2022 and effective as of August 4, 2022, between Orion Energy Systems, Inc. and Alan Howe.

Exhibit 10.3 ALAN HOWE CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (“Agreement”) is made and effective as of August 4, 2022 (“Effective Date”), by and between Orion Energy Systems, Inc. (“Company”) and Alan Howe (“Consultant”). W I T N E S S E T H: A. WHEREAS, Consultant has been a valuable member of Company’s Board of Directors (“Board”) up to the Effective Date, including acting as the Chair

August 3, 2022 EX-10.1

Voluntary Retirement and Consulting Agreement, dated as of August 2, 2022 and effective as of November 10, 2022, between Orion Energy Systems, Inc. and Michael W. Altschaefl, filed as Exhibit 10.1 to the Registrant's Form 8-K filed on August 3, 2022, is hereby incorporated by reference.*

Exhibit 10.1 MICHAEL W. ALTSCHAEFL VOLUNTARY RETIREMENT AND CONSULTING AGREEMENT THIS VOLUNTARY RETIREMENT AND CONSULTING AGREEMENT (“Agreement”) is made by and between ORION ENERGY SYSTEMS, INC. (“Company”) and MICHAEL W. ALTSCHAEFL (“Altschaefl”) and is dated as of August 2, 2022, but not effective until November 10, 2022 (the “Retirement Date”). A. WHEREAS, Altschaefl and Company are currently

August 3, 2022 EX-10.2

Amended Executive Employment and Severance Agreement, effective as of November 10, 2022, by and between Orion Energy Systems, Inc. and Michael H. Jenkins, filed as Exhibit 10.2 to the Registrant's Form 8-K filed on August 3, 2022, is hereby incorporated by reference.*

Exhibit 10.2 Name of Executive: Michael H. Jenkins Position: Chief Executive Officer and President Fiscal Year 2023 Base Salary (after Effective Date): $425,000 Effective Date: November 10, 2022 Pre-Change of Control Severance Multiplier is: 1.5x Post-Change of Control Severance Multiplier is: 2x AMENDED EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT This Amended Executive Employment Agreement (“Agr

June 21, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

June 21, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

June 10, 2022 EX-10.20

Form of Non-Employee Director Restricted Stock Award Agreement under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, filed as Exhibit 10.20 to the Registrant's Form 10-K filed on June 10, 2022, is hereby incorporated by reference. *

Exhibit 10.20 Non-Employee Director Grantee: Grant Date: No. of Restricted Shares: ORION ENERGY SYSTEMS, INC. 2016 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (100% Restricted Stock) (for Non-Employee Members of the Board of Directors) THIS AGREEMENT, made and entered into as of the Grant Date specified above (the ?Grant Date?) by and between Orion Energy Systems, Inc., a Wisconsin cor

June 10, 2022 EX-10.22

Form of Non-Employee Director Tandem Restricted Stock and Cash Award Agreement under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, filed as Exhibit 10.22 to the Registrant's Form 10-K filed on June 10, 2022, is hereby incorporated by reference. *

Exhibit 10.22 Non-Employee Director Grantee: Grant Date: No. of Restricted Shares: Amount of Restricted Cash: $ ORION ENERGY SYSTEMS, INC. 2016 OMNIBUS INCENTIVE PLAN TANDEM RESTRICTED STOCK AND CASH AWARD AGREEMENT (for Non-Employee Members of the Board of Directors) THIS AGREEMENT, made and entered into as of the Grant Date specified above (the ?Grant Date?) by and between Orion Energy Systems,

June 10, 2022 EX-10.21

Form of Executive Tandem Restricted Stock and Cash Award Agreement under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, filed as Exhibit 10.21 to the Registrant's Form 10-K filed on June 10, 2022, is hereby incorporated by reference. *+

Exhibit 10.21 Grantee: Grant Date: No. of Restricted Shares: Amount of Restricted Cash: $ ORION ENERGY SYSTEMS, INC. 2016 OMNIBUS INCENTIVE PLAN TANDEM RESTRICTED STOCK AND CASH AWARD AGREEMENT THIS AGREEMENT, made and entered into as of the Grant Date specified above (the ?Grant Date?) by and between Orion Energy Systems, Inc., a Wisconsin corporation (the ?Company?), and the Grantee specified ab

June 10, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33887 Orion Energy Systems, Inc. (

June 10, 2022 EX-10.23

Form of Executive Restricted Stock Award Agreement under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, filed as Exhibit 10.23 to the Registrant's Form 10-K filed on June 10, 2022, is hereby incorporated by reference. *

Exhibit 10.23 Grantee: Grant Date: No. of Restricted Shares: ORION ENERGY SYSTEMS, INC. 2016 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT, made and entered into as of the Grant Date specified above (the ?Grant Date?) by and between Orion Energy Systems, Inc., a Wisconsin corporation (the ?Company?), and the Grantee specified above (?Grantee?). RECITALS WHEREAS, the Compan

June 10, 2022 EX-21.1

Subsidiaries of Orion Energy Systems, Inc.+

Exhibit 21.1 Subsidiaries Entity Jurisdiction of Organization Great Lakes Energy Technologies, LLC Wisconsin Clean Energy Solutions, LLC Wisconsin Orion Asset Management, LLC Wisconsin Orion LED Canada, Inc. British Columbia, Canada Stay-Lite Lighting, Inc. Wisconsin

June 10, 2022 EX-10.19

Form of Executive Performance Share Award Agreement under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, filed as Exhibit 10.19 to the Registrant's Form 10-K filed on June 10, 2022, is hereby incorporated by reference.*

Exhibit 10.19 Grantee: Grant Date: No. of Performance Shares: ORION ENERGY SYSTEMS, INC. 2016 OMNIBUS INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT THIS AGREEMENT, made and entered into as of the Grant Date specified above (the ?Grant Date?) by and between Orion Energy Systems, Inc., a Wisconsin corporation (the ?Company?), and the Grantee specified above (?Grantee?). RECITALS WHEREAS, the Comp

June 7, 2022 EX-99.1

Orion Energy Systems Reports FY 2022 Revenue of $124.4M, EPS of $0.19, Gross Profit Percentage of 27.3% and over $35M of Liquidity

EXHIBIT 99.1 Orion Energy Systems Reports FY 2022 Revenue of $124.4M, EPS of $0.19, Gross Profit Percentage of 27.3% and over $35M of Liquidity Manitowoc, WI ? June 7, 2022 ? Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting and control systems, including turnkey project implementation, program management and system maintenance, today reported

June 7, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2022 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commission

May 23, 2022 EX-99.1

Orion Energy Systems Announces Preliminary Unaudited FY 2022 Results

Exhibit 99.1 Orion Energy Systems Announces Preliminary Unaudited FY 2022 Results Manitowoc, WI ? May 23, 2022 ? Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, controls and IoT systems, including turnkey project implementation, program management and system maintenance, today announced preliminary unaudited results for its fiscal year ended

May 23, 2022 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2022 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commission

May 9, 2022 EX-1.01

Conflict Minerals Report of Orion Energy Systems, Inc.

EX-1.01 2 cmw419a.htm Exhibit 1.01 Conflict Minerals Report of Orion Energy Systems, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report (the “Report”) of Orion Energy Systems, Inc. (the “Company”) for calendar year 2021 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934, as amended. The Company under

May 9, 2022 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report Orion Energy Systems, Inc. (Exact name of the registrant as specified in its charter)

SD 1 cmw419.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report Orion Energy Systems, Inc. (Exact name of the registrant as specified in its charter) Wisconsin 001-33887 (State or other jurisdiction of (Commission Incorporation or organization) file number) 2210 Woodland Drive Manitowoc, Wisconsin 54220 (Address of principal executive o

February 22, 2022 EX-99.1

Orion Energy Systems to Make Investor-Friendly Changes to Certain Executive Compensation Plans

Exhibit 99.1 Orion Energy Systems to Make Investor-Friendly Changes to Certain Executive Compensation Plans Manitowoc, WI ? February 22, 2022 ? Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, control and IoT systems, including turnkey project implementation, program management and system maintenance, today announced that the Compensation Com

February 22, 2022 EX-10.1

Amendment to Executive Employment and Severance Agreement, effective as of the third business day after the Company publicly announces its financial results for its fiscal 2022 fourth quarter and year-end, between Orion Energy Systems, Inc. and Michael W. Altschaefl.

Exhibit 10.1 AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT THIS AMENDMENT (the ?Amendment?) is made as of February 21, 2022 but is effective as of the third business day after the Company publicly announces its fiscal 2022 fourth quarter and annual earnings results (?Effective Date?), by and between Orion Energy Systems, Inc. (?Orion? or the ?Company?), and Michael

February 22, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2022 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commi

February 22, 2022 EX-10.3

Restricted Stock Award Agreement, effective as of the third business day after the Company publicly announces its financial results for its fiscal 2022 fourth quarter and year-end, between Orion Energy Systems, Inc. and Michael W. Altschaefl, filed as Exhibit 10.3 to the Registrant's Form 8-K filed on February 22, 2022, is hereby incorporated by reference.*

Exhibit 10.3 Grantee: Michael W. Altschaefl Grant Date: Third business day after the Company?s public announcement of fiscal 2022 fourth quarter/annual financial results No. of Restricted Shares: 50,000 Shares ORION ENERGY SYSTEMS, INC. 2016 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT, dated as of February 21, 2022, but effective as of the Grant Date specified above (the

February 9, 2022 EX-99.1

Orion Energy Systems Reports FY 2022 Nine Months Revenue of $102.3M, EPS of $0.23, a 28% Gross Profit Percentage and $41M of Liquidity

EXHIBIT 99.1 Orion Energy Systems Reports FY 2022 Nine Months Revenue of $102.3M, EPS of $0.23, a 28% Gross Profit Percentage and $41M of Liquidity Manitowoc, WI ? February 9, 2022 ? Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, controls and IoT systems, including turnkey project implementation, program management and system maintenance, t

February 9, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2022 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commis

February 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33887 Orion Energy Systems, Inc. (Exact name of Registrant

January 18, 2022 EX-99.1

Orion Energy Systems Preliminarily Expects Q3’22 Revenue of Approximately $30.5M, Reduces FY 2022 Revenue Outlook to $130M and Holds Investor Call Today at 5:00pm ET

Exhibit 99.1 Orion Energy Systems Preliminarily Expects Q3?22 Revenue of Approximately $30.5M, Reduces FY 2022 Revenue Outlook to $130M and Holds Investor Call Today at 5:00pm ET Manitowoc, WI ? January 18, 2021 ? Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, controls and IoT systems, including turnkey project implementation, program manag

January 18, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2022 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commis

January 7, 2022 SC 13G/A

OESX / Orion Energy Systems, Inc. / North Star Investment Management Corp. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Amendment No. 6 Orion Energy Systems, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 686275108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

January 5, 2022 EX-99.1

Orion Energy Systems Acquires Lighting and Electrical Maintenance Service Provider, Stay-Lite Lighting Addition of business to accelerate the growth of Orion Maintenance Services

EX-99.1 2 d197943dex991.htm EX-99.1 Exhibit 99.1 Orion Energy Systems Acquires Lighting and Electrical Maintenance Service Provider, Stay-Lite Lighting Addition of business to accelerate the growth of Orion Maintenance Services Manitowoc, WI – January 5, 2022 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, control and IoT systems, includin

January 5, 2022 8-K

Regulation FD Disclosure, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2022 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commiss

November 9, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2021 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commis

November 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33887 Orion Energy Systems, Inc. (Exact name of Registran

November 9, 2021 EX-99.1

Orion Energy Systems Q2’22 Revenue Rose Sequentially and Year-over-Year to $36.5M, Driven Principally by National Account LED Lighting Retrofit Projects

EXHIBIT 99.1 Orion Energy Systems Q2?22 Revenue Rose Sequentially and Year-over-Year to $36.5M, Driven Principally by National Account LED Lighting Retrofit Projects Manitowoc, WI ? November 9, 2021 ? Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, controls and IoT systems, including turnkey project implementation, program management and sys

November 4, 2021 EX-99.1

Orion Energy Systems Expands Senior Leadership Team, Appointing Michael H. Jenkins as Chief Operating Officer

Exhibit 99.1 Orion Energy Systems Expands Senior Leadership Team, Appointing Michael H. Jenkins as Chief Operating Officer Manitowoc, WI ? November 4, 2021 ? Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, controls and IoT systems, including turnkey project implementation, program management and system maintenance, today announced the expans

November 4, 2021 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2021 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commis

November 4, 2021 EX-10.1

Amended Executive Employment and Severance Agreement, effective as of November 10, 2022, by and between Orion Energy Systems, Inc. and Michael H. Jenkins, filed as Exhibit 10.2 to the Registrant's Form 8-K filed on August 3, 2022, is hereby incorporated by reference.*

Exhibit 10.1 Execution Version Name of Executive: Michael H. Jenkins Position: Executive Vice President and Chief Operating Officer $365,000 November 11, 2021 Fiscal Year 2022 Base Salary: Effective Date: Pre-Change of Control Severance Multiplier is: 1x Post-Change of Control Severance Multiplier is: 2x EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT This Executive Employment Agreement (?Agreement?)

August 6, 2021 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2021 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commissi

August 4, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33887 Orion Energy Systems, Inc. (Exact name of Registrant as

August 4, 2021 EX-99.1

LED Lighting & Energy Systems Provider Orion Q1’22 Revenue and Gross Margin Rose to $35.1M and 29.1%, Respectively, and Q1’22 Net Income Rose to $2.5M, or $0.08 Per Share; Holds Investor Call Today at 10:00 am ET

EXHIBIT 99.1 LED Lighting & Energy Systems Provider Orion Q1?22 Revenue and Gross Margin Rose to $35.1M and 29.1%, Respectively, and Q1?22 Net Income Rose to $2.5M, or $0.08 Per Share; Holds Investor Call Today at 10:00 am ET Manitowoc, WI ? August 4, 2021 ? Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, controls and IoT systems, including

August 4, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2021 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commissi

June 21, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

June 21, 2021 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.____)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini

June 15, 2021 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2021 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commissio

June 1, 2021 EX-99.1

Orion Q4’21 Revenue Rose 37% to $35.5M on Strong LED Lighting Retrofit Activity; FY 2022 Revenue Expected to Rise at least 28% vs. FY 2021 Revenue of $116.8M; Investor Call Today at 4:30 pm ET

EXHIBIT 99.1 Orion Q4?21 Revenue Rose 37% to $35.5M on Strong LED Lighting Retrofit Activity; FY 2022 Revenue Expected to Rise at least 28% vs. FY 2021 Revenue of $116.8M; Investor Call Today at 4:30 pm ET Manitowoc, WI ? June 1, 2021 ? Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, controls and IoT systems, including turnkey project implem

June 1, 2021 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33887 Orion Energy Systems, Inc. (

June 1, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2021 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commission

June 1, 2021 EX-21.1

Subsidiaries of Orion Energy Systems, Inc.+

Exhibit 21.1 Subsidiaries Entity Jurisdiction of Organization Great Lakes Energy Technologies, LLC Wisconsin Clean Energy Solutions, LLC Wisconsin Orion Asset Management, LLC Wisconsin Orion LED Canada, Inc. British Columbia, Canada

May 28, 2021 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report Orion Energy Systems, Inc. Wisconsin 001-33887 39-1847269 (State or other jurisdiction of incorporation or organization) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report Orion Energy Systems, Inc. Wisconsin 001-33887 39-1847269 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 2210 Woodland Drive Manitowoc, Wisconsin 54220 (Address of principal executive offices) (Zip Code) Michael W.

May 28, 2021 EX-1.01

Conflict Minerals Report of Orion Energy Systems, Inc.

Exhibit 1.01 Conflict Minerals Report of Orion Energy Systems, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report (the ?Report?) of Orion Energy Systems, Inc. (the ?Company?) for calendar year 2020 in accordance with Rule 13p-1 (?Rule 13p-1?) under the Securities Exchange Act of 1934, as amended. The Company undertook due diligence to

April 21, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 d27746d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2021 ORION ENERGY SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) Wisconsin 01-33887 39-1847269 (State or Other Jurisdiction of

April 21, 2021 EX-99.1

LED Lighting, Controls Provider Orion Secures $16.4M in Follow-On National Account Orders, Underscoring Outlook for Approximately 30% Revenue Growth in FY 2022

Exhibit 99.1 LED Lighting, Controls Provider Orion Secures $16.4M in Follow-On National Account Orders, Underscoring Outlook for Approximately 30% Revenue Growth in FY 2022 Manitowoc, WI ? April 21, 2021 ? Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, controls and IoT systems, including turnkey project implementation and ongoing system mai

March 26, 2021 EX-10.1

At Market Issuance Sales Agreement between Orion Energy Systems, Inc. and B. Riley Securities, Inc., dated March 26, 2021.

Exhibit 10.1 Execution Version ORION ENERGY SYSTEMS, INC. Common Stock (no par value per share) At Market Issuance Sales Agreement March 26, 2021 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: Orion Energy Systems, Inc., a Wisconsin corporation (the ?Company?), confirms its agreement (this ?Agreement?) with B. Riley Securities, Inc. (the ?Agent?) as

March 26, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2021 ORION ENERGY SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) Wisconsin 01-33887 39-1847269 (State or Other Jurisdiction of Incorporation) (Commissi

March 26, 2021 424B5

Orion Energy Systems, Inc. Up to $50,000,000 of Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-236837 PROSPECTUS SUPPLEMENT (To Prospectus dated March 12, 2020) Orion Energy Systems, Inc. Up to $50,000,000 of Shares of Common Stock We have entered into an At Market Issuance Sales Agreement (the ?Sales Agreement?) with B. Riley Securities, Inc., as sales agent (the ?Sales Agent?), relating to the sale of the shares of ou

February 19, 2021 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2021 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commi

February 11, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2021 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commi

February 11, 2021 EX-99.1

Rebound in LED Lighting Retrofit Activity Leads Orion’s Q3 Revenue Rise to $44.3M and Net Income Increase to $4.3M, or $0.14 per share; Investor Call Today at 10am ET

EXHIBIT 99.1 Rebound in LED Lighting Retrofit Activity Leads Orion’s Q3 Revenue Rise to $44.3M and Net Income Increase to $4.3M, or $0.14 per share; Investor Call Today at 10am ET Manitowoc, WI – February 11, 2020 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, controls and IoT systems, including turnkey project implementation, as well as

February 11, 2021 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33887 Orion Energy Systems, Inc. (Exact name of Registrant

January 5, 2021 EX-10.1

Loan and Security Agreement dated as of December 29, 2020 among Orion Energy Systems, Inc., Bank of America, N.A., as lender, and the subsidiary borrowers party thereto.

EX-10.1 Exhibit 10.1 [EXECUTION VERSION] LOAN AND SECURITY AGREEMENT Dated as of December 29, 2020 ORION ENERGY SYSTEMS, INC., GREAT LAKES ENERGY TECHNOLOGIES, LLC, CLEAN ENERGY SOLUTIONS, LLC, ORION ASSET MANAGEMENT, LLC and ORION TECHNOLOGY VENTURES, LLC, as Borrowers, BANK OF AMERICA, N.A., as Lender TABLE OF CONTENTS Page SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION 1 1.1. Definitions 1 1.2.

January 5, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Amendment No. 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Amendment No. 5 Orion Energy Systems, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 686275108 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

January 5, 2021 EX-99.1

Turnkey LED Lighting Systems and Controls Provider Orion Secures Expanded $25M Revolving Credit Facility with Bank of America, N.A.

EX-99.1 Exhibit 99.1 Turnkey LED Lighting Systems and Controls Provider Orion Secures Expanded $25M Revolving Credit Facility with Bank of America, N.A. Manitowoc, WI – January 5, 2021 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), is a provider of LED lighting systems and turnkey project implementation, including installation and commissioning of fixtures, controls and IoT capabili

January 5, 2021 8-K

Entry into a Material Definitive Agreement - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2020 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (C

November 6, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33887 Orion Energy Systems, Inc. (Exact name of Registran

November 5, 2020 EX-99.1

Strong Rebound in Turnkey LED Lighting Retrofit Activity from National Accounts Improves Orion Energy’s Outlook; Orion Reports Q2 Net Income of $1.9M, or $0.06 Per Share, on Revenue of $26.3M; Investor Call Today at 10am ET

EXHIBIT 99.1 Strong Rebound in Turnkey LED Lighting Retrofit Activity from National Accounts Improves Orion Energy’s Outlook; Orion Reports Q2 Net Income of $1.9M, or $0.06 Per Share, on Revenue of $26.3M; Investor Call Today at 10am ET Manitowoc, WI – November 5, 2020 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), is a provider of LED lighting systems and turnkey project implementa

November 5, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2020 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commis

October 15, 2020 EX-10.1

Executive Employment and Severance Agreement, effective as of October 19, 2020, between Orion Energy Systems, Inc. and J. Per Brodin

EX-10.1 Exhibit 10.1 Execution Version Name of Executive: J. Per Brodin Position: Executive Vice President, Chief Financial Officer and Treasurer Fiscal Year 2021 Base Salary: $350,000 Effective Date: October 19, 2020 Pre-Change of Control Severance Multiplier is: 1x Post-Change of Control Severance Multiplier is: 2x EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT This Executive Employment Agreement

October 15, 2020 EX-99.1

LED Lighting, Controls and Energy Project Solutions Provider Orion Names Veteran Finance Executive Per Brodin to Succeed Bill Hull as CFO

EX-99.1 Exhibit 99.1 LED Lighting, Controls and Energy Project Solutions Provider Orion Names Veteran Finance Executive Per Brodin to Succeed Bill Hull as CFO Manitowoc, WI – October 15, 2020 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of LED lighting systems and turnkey project implementation, including commissioning and installation of fixtures, controls and IoT syst

October 15, 2020 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2020 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Co

September 23, 2020 EX-10.1

Voluntary Retirement Agreement and Release, dated as of September 21, 2020, between Orion Energy Systems, Inc. and William T. Hull, filed as Exhibit 10.1 to the Registrant’s Form 8-K filed September 23, 2020, is hereby incorporated by reference.

EX-10.1 Exhibit 10.1 VOLUNTARY RETIREMENT AGREEMENT AND RELEASE This Voluntary Retirement Agreement and Release (“Agreement”) is between Orion Energy Systems, Inc., a Wisconsin corporation (“Orion”), and William T. Hull (“Hull”), dated as of September 21, 2020. 1. Background. Hull hereby notifies Orion of his intention to voluntarily retire and terminate his employment with Orion effective on the

September 23, 2020 EX-99.1

Orion’s CFO, Bill Hull, Plans to Retire Following Q2 Reporting in November

EX-99.1 Exhibit 99. 1 Orion’s CFO, Bill Hull, Plans to Retire Following Q2 Reporting in November Manitowoc, WI – September 23, 2020 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), is a provider of LED lighting systems and turnkey project implementation including commissioning and installation of fixtures, controls and IoT systems, ongoing system maintenance and program management. To

September 23, 2020 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2020 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (

August 7, 2020 8-K

Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2020 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Comm

August 5, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2020 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commissi

August 5, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33887 Orion Energy Systems, Inc. (Exact name of Registrant as

August 5, 2020 EX-99.1

Orion Q1 Revenue Declined to $10.8M on COVID-19 Related Customer Delays; Resumption of New and Existing Large National Account Projects Provides Improved Outlook; Investor Call Today at 10am ET

EXHIBIT 99.1 Orion Q1 Revenue Declined to $10.8M on COVID-19 Related Customer Delays; Resumption of New and Existing Large National Account Projects Provides Improved Outlook; Investor Call Today at 10am ET Manitowoc, WI – August 5, 2020 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), is a provider of LED lighting systems and turnkey project implementation including installation and

June 22, 2020 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

June 22, 2020 DEF 14A

Schedule 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

June 5, 2020 EX-10.15

Amended and Restated Executive Employment and Severance Agreement, dated as of June 1, 2020, by and between Orion Energy Systems, Inc. and Michael W. Altschaefl, filed as Exhibit 10.15 to the Registrant’s Form 10-K filed on June 5, 2020, is hereby incorporated by reference.*

Exhibit 10.15 Name of Executive: Michael W. Altschaefl Position: Chief Executive Officer Fiscal Year 2021 Base Salary:$425,000 Effective Date:June 1, 2020 Pre-Change of Control Severance Multiplier is:2.0x AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT This Amended and Restated Executive Employment and Severance Agreement (“Agreement”) is between the executive named above (“Exec

June 5, 2020 EX-10.14

Orion Energy Systems, Inc. Non-Employee Director Compensation Plan, updated and effective as of February 7, 2020, filed as Exhibit 10.14 to the Registrant’s Form 10-K filed on June 5, 2020, is hereby incorporated by reference.*

Exhibit 10.14 Orion Energy Systems, Inc. Non-Employee Director Compensation Plan Updated and Effective February 7, 2020 1.Annual cash retainer: $40,000 (cash or stock)1 ($10,000 paid quarterly) 2.Board meeting fee: None 3.Committee meeting fee None 4.Annual restricted stock grant: $45,000 grant date fair market value (option to accept tandem restricted stock (60%) and restricted cash (40%))2 5.Ann

June 5, 2020 EX-10.17

Amended and Restated Executive Employment and Severance Agreement, dated as of June 1, 2020, by and between Orion Energy Systems, Inc. and Scott A. Green, filed as Exhibit 10.17 to the Registrant's Form 10-K filed on June 1, 2021, is hereby incorporated by reference.*

Exhibit 10.17 Name of Executive: Scott Green Position: Executive Vice President and Chief Operating Officer Fiscal Year 2021 Base Salary:$350,000 Effective Date:June 1, 2020 Pre-Change of Control Severance Multiplier is:1x Post-Change of Control Severance Multiplier is:2x AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT This Amended and Restated Executive Employment Agreement (“Ag

June 5, 2020 EX-21.1

Subsidiaries of Orion Energy Systems, Inc.+

Exhibit 21.1 Subsidiaries Entity Jurisdiction of Organization Great Lakes Energy Technologies, LLC Wisconsin Clean Energy Solutions, LLC Wisconsin Orion Asset Management, LLC Wisconsin Orion LED Canada, Inc. British Columbia, Canada

June 5, 2020 EX-10.16

Amended and Restated Executive Employment and Severance Agreement, dated as of June 1, 2020, by and between Orion Energy Systems, Inc. and William T. Hull*+

Exhibit 10.16 Name of Executive: William T. Hull Position: Executive Vice President, Chief Financial Officer and Treasurer Fiscal Year 2021 Base Salary:$350,000 Effective Date:June 1, 2020 Pre-Change of Control Severance Multiplier is:1x Post-Change of Control Severance Multiplier is:2x AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT This Amended and Restated Executive Employment

June 5, 2020 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33887 Orion Energy Systems, Inc. (

June 4, 2020 EX-99.1

Orion Energy Systems FY 2020 Revenue Grew 129% to $151M and EPS Rose to $0.40, Driven by Major Turnkey LED Lighting Retrofit Projects; Investor Call Today at 10am ET

EXHIBIT 99.1 Orion Energy Systems FY 2020 Revenue Grew 129% to $151M and EPS Rose to $0.40, Driven by Major Turnkey LED Lighting Retrofit Projects; Investor Call Today at 10am ET Manitowoc, WI – June 4, 2020 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of LED lighting systems and turnkey project implementation including installation and commissioning of fixtures, contro

June 4, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2020 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commission

May 29, 2020 SD

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report Orion Energy Systems, Inc. Wisconsin (State or other Jurisdiction of Incorporation) 001-33887 (Commission File Number) 39-1847269 (I.R.S. Employer Identification No.) 2210 Woodland Drive Manitowoc, Wisconsin 54220 (800) 660-9340 (Principal Executive Office) (Zip Code) Michael W. Altschaefl

May 29, 2020 EX-1.01

Conflict Minerals Report of Orion Energy Systems, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934

Exhibit 1.01 Conflict Minerals Report of Orion Energy Systems, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report (the “Report”) of Orion Energy Systems, Inc. (the “Company”) for calendar year 2019 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934, as amended. The Company undertook due diligence to

May 22, 2020 EX-3.1

Amended and Restated Bylaws of Orion Energy Systems, Inc., filed as Exhibit 3.1 to the Registrant’s Form 8-K filed May 22, 2020, is hereby incorporated by reference.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF ORION ENERGY SYSTEMS, INC. (a Wisconsin corporation) Effective May 20, 2020 ARTICLE I. OFFICES 1.01 Principal and Business Offices. The corporation may have such principal and other business offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the corporation may require from time t

May 22, 2020 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2020 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commis

March 10, 2020 CORRESP

OESX / Orion Energy Systems, Inc. CORRESP - -

CORRESP ORION ENERGY SYSTEMS, INC. 2210 Woodland Drive Manitowoc, Wisconsin 54220 March 10, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Thomas Jones Re: Orion Energy Systems, Inc. Registration Statement on Form S-3 (Registration No. 333-236837) Mr. Jones: Pursuant to Rule 461 under the Securiti

March 2, 2020 S-3

OESX / Orion Energy Systems, Inc. S-3 - - S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on March 2, 2020 Registration No.

February 6, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2020 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commis

February 6, 2020 EX-99.1

Continued Strength in Orion’s National Turnkey LED Lighting Retrofit Activity Drove 110% Increase in Q3 Revenue to $34.2M & Q3 Net Income Rose to $2.3M, or $0.07 per share; Hosts Investor Call Today at 10am ET

EXHIBIT 99.1 Continued Strength in Orion’s National Turnkey LED Lighting Retrofit Activity Drove 110% Increase in Q3 Revenue to $34.2M & Q3 Net Income Rose to $2.3M, or $0.07 per share; Hosts Investor Call Today at 10am ET Manitowoc, WI – February 6, 2020 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of LED lighting and turnkey energy project solutions, including control

February 6, 2020 10-Q

December 31, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33887 Orion Energy Systems, Inc. (Exact name of Registrant

January 29, 2020 8-K

Regulation FD Disclosure

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2020 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Co

January 29, 2020 EX-99.1

Orion Secures $18-20 Million Commitment to Expand Turnkey LED Lighting Installation Project from a Major National Account; Raises FY’20 Revenue Goal to $150M - $155M

EX-99.1 2 d856780dex991.htm EX-99.1 Exhibit 99.1 Orion Secures $18-20 Million Commitment to Expand Turnkey LED Lighting Installation Project from a Major National Account; Raises FY’20 Revenue Goal to $150M - $155M Manitowoc, WI – January 29, 2020 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), announced today that it has received a commitment to further expand the retrofit of a majo

January 8, 2020 SC 13G/A

OESX / Orion Energy Systems, Inc. / North Star Investment Management Corp. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Amendment No. 4 Orion Energy Systems, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 686275108 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

November 22, 2019 EX-10.1

Amendment No. 3 to Business Financing Agreement dated as of November 21, 2019 among Orion Energy Systems, Inc., Western Alliance Bank, as lender, and the subsidiary borrowers party thereto.

EX-10.1 Exhibit 10.1 AMENDMENT NUMBER THREE TO BUSINESS FINANCING AGREEMENT This AMENDMENT NUMBER THREE TO BUSINESS FINANCING AGREEMENT (this “Amendment”), dated as of November 21, 2019, is entered into by and between WESTERN ALLIANCE BANK, an Arizona corporation Lender”), one the one hand, and, ORION ENERGY SYSTEMS, INC., a Wisconsin corporation (“Parent”), the Subsidiaries of Parent listed on Sc

November 22, 2019 8-K

Current Report

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2019 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (C

November 6, 2019 10-Q

September 30, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33887 Orion Energy Systems, Inc. (Exact name of Registran

November 6, 2019 EX-99.1

Orion Q2 and 6-Month EPS Rise to Record Levels of $0.22 and $0.35 due to Strong Growth in Turnkey LED Lighting and Controls Projects and Operating Leverage Manitowoc, WI – November 6, 2019 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting),

EXHIBIT 99.1 Orion Q2 and 6-Month EPS Rise to Record Levels of $0.22 and $0.35 due to Strong Growth in Turnkey LED Lighting and Controls Projects and Operating Leverage Manitowoc, WI – November 6, 2019 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of LED lighting and turnkey energy project solutions, including controls and integrated IoT capabilities, today reported resu

November 6, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2019 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commis

October 18, 2019 EX-10.1

Amendment to Executive Employment and Severance Agreement, dated as of October 16, 2019, between Orion Energy Systems, Inc. and Marc Meade

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT TO EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT THIS AMENDMENT (the “Amendment”) is made as of October 16, 2019, by and between Orion Energy Systems, Inc. (“Orion”), and Marc Meade (“Employee”). Orion and Employee are hereinafter collectively referred to as the “Parties.” RECITALS A. Employee is currently employed by the Orion as its Executive Vice

October 18, 2019 8-K

Current Report

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2019 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Co

August 9, 2019 S-8

OESX / Orion Energy Systems, Inc. S-8 - - S-8

S-8 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 39-1847269 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 2210 Woodland Drive Manitowoc, Wis

August 9, 2019 8-K

Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2019 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation)

August 5, 2019 EX-99.1

Orion Energy’s Q1 Revenue Rose 207% to Record $42.4M Driven by Turnkey LED Retrofit Solutions, Yielding Net Income of $4.2M and EPS of $0.13 vs. a Year-Ago Net Loss

EXHIBIT 99.1 Orion Energy’s Q1 Revenue Rose 207% to Record $42.4M Driven by Turnkey LED Retrofit Solutions, Yielding Net Income of $4.2M and EPS of $0.13 vs. a Year-Ago Net Loss Manitowoc, WI – August 5, 2019 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of enterprise-grade LED lighting and energy project solutions, today reported results for its fiscal 2020 first quarte

August 5, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2019 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commissi

August 5, 2019 10-Q

June 30, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-33887 Orion Energy Systems, Inc. (Exact name of Registrant as

August 5, 2019 EX-10.2

Amendment No. 2 to Business Financing Agreement, dated as of August 2, 2019 among Orion Energy Systems, Inc., Western Alliance Bank, as lender, and the subsidiary borrowers party thereto.+

Exhibit 10.2 AMENDMENT NUMBER TWO TO BUSINESS FINANCING AGREEMENT This AMENDMENT NUMBER TWO TO BUSINESS FINANCING AGREEMENT (this “Amendment”), dated as of August 2, 2019, is entered into by and between Western Alliance Bank, an Arizona corporation Lender”), one the one hand, and, ORION ENERGY SYSTEMS, INC., a Wisconsin corporation (“Parent”), the Subsidiaries of Parent listed on Schedule 1 attach

June 21, 2019 DEFA14A

OESX / Orion Energy Systems, Inc. DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

June 21, 2019 DEF 14A

Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended and restated, filed as Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on June 21, 2019, is hereby incorporated by reference.*

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

June 14, 2019 SC 13D/A

OESX / Orion Energy Systems, Inc. / KAMIN PETER H Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Orion Energy Systems, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 686275108 (CUSIP Number) Peter H. Kamin Revocable Trust 2720 Donald Ross Road, 311 Palm Beach Gardens, FL 33410 (Name, Address and Telephone Number of Person Authorize

June 5, 2019 EX-4.3

Description of Orion Energy Systems, Inc. Capital Stock, filed as Exhibit 4.3 to the Registrant’s Form 10-K filed on June 5, 2019 is hereby incorporated by reference.

Exhibit 4.3 ORION ENERGY SYSTEMS, INC. DESCRIPTION OF CAPITAL STOCK Our authorized capital stock consists of 230,000,000 shares, consisting of 200,000,000 shares of common stock, no par value per share, and 30,000,000 shares of preferred stock, par value $0.01 per share. As of May 31, 2019, 29,601,669 shares of our common stock were outstanding and no shares of our preferred stock were outstanding

June 5, 2019 EX-10.2

Amendment No. 1 to Business Financing Agreement, dated as of June 3, 2019 among Orion Energy Systems, Inc., Western Alliance Bank, as lender, and the subsidiary borrowers party thereto.+**

Exhibit 10.2 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDMENT NUMBER ONE TO BUSINESS FINANCING AGREEMENT This AMENDMENT NUMBER ONE TO BUSINESS FINANCING AGREEMENT (this “Amendment”), dated as of June 3rd, 2019, i

June 5, 2019 EX-21.1

Subsidiaries of Orion Energy Systems, Inc.+

Exhibit 21.1 Subsidiaries Entity Jurisdiction of Organization Great Lakes Energy Technologies, LLC Wisconsin Clean Energy Solutions, LLC Wisconsin Orion Asset Management, LLC Wisconsin Orion LED Canada, Inc. British Columbia, Canada

June 5, 2019 10-K

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33887 Orion Energy Systems, Inc. (

June 4, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2019 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commission

June 4, 2019 EX-99.1

Energy-Efficient LED Lighting Provider Orion Reports Q4 Revenue Rose 49% to $22.4M and Announces FY 2020 Revenue Goal of $135M to $145M

EXHIBIT 99.1 Energy-Efficient LED Lighting Provider Orion Reports Q4 Revenue Rose 49% to $22.4M and Announces FY 2020 Revenue Goal of $135M to $145M MANITOWOC, WI, – June 4, 2019 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of enterprise-grade LED lighting and energy project solutions, today reported results for its FY 2019 fourth quarter (Q4’19) and fiscal year ended M

May 30, 2019 EX-1.01

Conflict Minerals Report of Orion Energy Systems, Inc.

Exhibit 1.01 Conflict Minerals Report of Orion Energy Systems, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report (the “Report”) of Orion Energy Systems, Inc. (the “Company”) for calendar year 2018 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934, as amended. The Company undertook due diligence to

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