{"url_path":"/sec/oesx/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1409375/0001193125-26-257468-index.html","accession_number":"0001193125-26-257468","cik":"0001409375","ticker":"OESX","issuer_name":"ORION ENERGY SYSTEMS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1409375/0001193125-26-257468-index.html","primary_entity_key":"0001409375","primary_entity_name":"ORION ENERGY SYSTEMS, INC."},"word_count":612,"has_tables":true,"body_markdown":"ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES\n\nShares of our common stock are traded on the NASDAQ Capital Market under the symbol “OESX”.\n\nShareholders\n\nAs of May 29, 2026, there were approximately 145 record holders of the 4,056,528 outstanding shares of our common stock. The number of record holders does not include shareholders for whom shares are held in a “nominee” or “street” name.\n\nDividend Policy\n\nWe have never paid or declared any cash dividends on our common stock. We currently intend to retain all available funds and any future earnings to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. In addition, the terms of our existing credit agreement restrict the payment of cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of our Board and will depend on our financial condition, results of operations, capital requirements, contractual restrictions (including those under our loan agreements) and other factors that our Board deems relevant.\n\nSecurities Authorized for Issuance under Equity Compensation Plans\n\nThe following table represents shares outstanding under our 2016 Omnibus Incentive Plan as of March 31, 2026.\n\n \n\nEquity Compensation Plan Information\n\n \n\nPlan Category\n\n \n\nNumber of\nShares to be\nIssued Upon\nExercise of\nOutstanding\nOptions and\nVesting of\nRestricted\nShares\n\n \n\n \n\nWeighted\nAverage\nExercise Price of\nOutstanding\nOptions\n\n \n\n \n\nNumber of\nShares\nRemaining\nAvailable for\nFuture Issuances\nUnder Equity Compensation Plans (excluding Securities Reflected in Column (a)\n\n \n\n \n\n \n\n(a)\n\n \n\n \n\n(b)\n\n \n\n \n\n(c)\n\n \n\nEquity Compensation plans approved by security holders\n\n \n\n \n\n188,372\n\n \n\n \n\n$\n\n6.34\n\n \n\n \n\n \n\n56,587\n\n \n\nEquity Compensation plans not approved by security holders\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\nTotal\n\n \n\n \n\n188,372\n\n \n\n \n\n$\n\n6.34\n\n \n\n \n\n \n\n56,587\n\n \n\n \n\nIssuer Purchase of Equity Securities\n\nWe did not purchase shares of our common stock during the fiscal year ended March 31, 2026.\n\nUnregistered Sales of Securities\n\nOn July 16, 2025, we issued 163,258 shares of our common stock to Kathleen M. Connors and 1,649 shares of our common stock to the Kathleen M. Connors 2019 Revocable Trust as earnout consideration as contemplated by the Term Sheet. These issuances did not involve a public offering and were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).\n\nOn July 18, 2025, we granted the following equity awards to Michael Ontrop, our new Senior Vice president of Channel Sales, as inducement for employment; (i) 10,000 shares of restricted stock and (ii) a non-qualified stock option exercisable for 12,500 shares of our common stock at an exercise price of $6.00 per share. These awards were exempt from registration under Section 4(a)(2) of the Securities Act. The equity awards were approved by our Board in accordance with Nasdaq Listing Rule 5635(c)(4) as a material\n\n26\n\n \n\ninducement for Mr. Ontrop to accept our offer of employment, and the underlying shares were not drawn from the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan.\n\nMr. Ontrop’s restricted stock award will vest with respect to one-third of the restricted shares on each of the first three anniversaries of the grant date, provided that Mr. Ontrop is then still employed with the Company on the applicable vesting date. Mr. Ontrop's stock option will vest as follows if the per share price of our common stock achieves the following levels over the three-year period after the grant date and provided Mr. Ontrop is then still employed by us on the applicable vesting date: (i) one-third at $30.00; (ii) one-third at $40.00; and (iii) one-third at $50.00, with achievement of the effective share prices to be determined based on a five trading day average closing price of our common stock."}