ORION ENERGY SYSTEMS, INC. — fact timeline

ORION ENERGY SYSTEMS, INC. reported the fiscal year ended March 31, 2026 results: revenue $86.3M, net income $(3.2M), EPS $(0.89). Guidance reaffirmed.

“31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. . --- EX-99.1 (EX-99.1) --- EX-99.1 Orion Reports FY 2026 Revenue of $86M and Adjusted EBITDA of $2.2M After Continued Growth in Q4; Reiterates FY 2027 Expectation of $95M-$97M in Revenue and Positive Adjusted EBITDA Manitowoc, WI – June 4, 2026 –”

ORION ENERGY SYSTEMS, INC. reported Fiscal Year 2027 ending March 31, 2027 results: revenue $95 million to $97 million. Guidance reaffirmed.

“reiterated expectations for Fiscal Year 2027, which began April 1, of between $95 million and $97 million in revenue and positive adjusted EBITDA.”

ORION ENERGY SYSTEMS, INC. reported Fiscal Year 2026 ended March 31, 2026 results: revenue $86 million.

“announced preliminary unaudited expectations for Fiscal Year 2026 of $86 million in revenue and adjusted EBITDA of at least $2 million.”

ORION ENERGY SYSTEMS, INC. reported FY 2027, which began April 1, 2026 results: revenue between $95 million and $97 million. Guidance reaffirmed.

“Orion also reiterated that the Company currently expects to record positive adjusted EBITDA on revenue of between $95 million and $97 million in FY 2027, which began April 1, 2026.”

ORION ENERGY SYSTEMS, INC. reported Fiscal Year 2026, which ended March 31 results: revenue a range of between $84 million and $86 million. Guidance reaffirmed.

“Officer in the reiteration of its publicly released expectations of January 20, when the Company announced an increase in its FY 2026 revenue outlook to a range of between $84 million and $86 million — up from its previous outlook of approximately $84 million. The Company said that it also expected to achieve positive adjusted EBITDA for the full FY 2026.”

ORION ENERGY SYSTEMS, INC. entered into Settlement Agreement with Final Frontier, LLC and Kathleen M. Connors, personally and as Trustee of the Kathleen M. Connors 2019 Revocable Trust valued at $3.0 million (effective 2026-03-17).

“On March 17, 2026, Orion Energy Systems, Inc. and its subsidiaries (collectively, the “ Company ”) entered into a settlement agreement (the “ Settlement Agreement ”) with Final Frontier, LLC (“ Final Frontier ”) and Kathleen M. Connors (“ Ms. Connors ”), personally and as Trustee of the Kathleen M. Connors 2019 Revocable Trust”

ORION ENERGY SYSTEMS, INC. entered into Underwriting Agreement with Craig-Hallum Capital Group LLC valued at $6.4 million (effective 2026-01-29).

“On January 29, 2026, Orion Energy Systems, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC, as underwriter (the “Underwriter”), pursuant to which the Company agreed to sell 500,000 shares (the “Shares”) of the Company’s common stock”

ORION ENERGY SYSTEMS, INC. incurred senior notes of up to $3.0 million following the final determination in binding arbitration of the Remaining Earnout Amount with Final Frontier, LLC at at the annual rate of 7% maturing July 15, 2027.

“and the Company Subsidiaries in favor of Final Frontier and consented to the Remaining Earnout Amount evidenced by the Subordinated Loan Agreement in (a) a maximum amount of up $3.0 million following the final determination in binding arbitration of the Remaining Earnout Amount or (b) such higher amount as consented to in writing by Bank of America promptly”

ORION ENERGY SYSTEMS, INC. received a nasdaq compliance regained notice regarding minimum bid price (rules 5550(a)(2)).

“September 8, 2025, the Company received a written notification from the Staff indicating that the Company has regained compliance with the Minimum Bid Price Rule. Consequently, the Company is now in compliance with all applicable listing standards of, and will continue to be listed on, the Nasdaq Capital Market. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ORION ENERGY SYSTEMS, INC. Date: September 8, 2025 By: /s/ J. Per Brodin J. Per Brodin Chi”

ORION ENERGY SYSTEMS, INC.: Articles of Incorporation amended to effect a 1:10 reverse stock split, effective August 22, 2025, reducing authorized common shares from 200,000,000 to 20,000,000 (effective 2025-08-22).

“On August 19, 2025, the Company filed the Amendment to the Articles of Incorporation attached hereto as Exhibit 3.1 with the Wisconsin Department of Financial Institutions. The Amendment will effect the Reverse Stock Split at a ratio of 1:10 effective as of 12:01 a.m., Central Time, on August 22, 2025 (the “Effective Time”).”

Michael H. Jenkins resigned as Director at ORION ENERGY SYSTEMS, INC..

“Mr. Jenkins also resigned as a member of the Company’s board of directors”

Michael H. Jenkins departed as Chief Executive Officer at ORION ENERGY SYSTEMS, INC..

“Michael H. Jenkins, the Company’s Chief Executive Officer, had been replaced as Chief Executive Officer of the Company effective as of April 14, 2025”

Sally A. Washlow was appointed as Chief Executive Officer at ORION ENERGY SYSTEMS, INC..

“the Company also announced its Board’s appointment of Sally A. Washlow as the Company’s new Chief Executive Officer, effective as of Mr. Jenkins’ Termination Date.”

Michael H. Jenkins departed as Chief Executive Officer at ORION ENERGY SYSTEMS, INC..

“Michael H. Jenkins, the Company’s Chief Executive Officer, has been replaced as Chief Executive Officer of the Company (the “Termination Date”).”

ORION ENERGY SYSTEMS, INC. received a nasdaq extension granted notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“March 20, 2025, the Company received a letter (the “Letter”) from the Staff notifying the Company that it is eligible for an additional 180 calendar day period from the date of the Letter, or until September 15, 2025 (the “Additional Compliance Period”) to regain compliance with the Bid Price Rule. Nasdaq’s determination was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the The Nasdaq Capital Market with the exception of the Bid Price Rule, and the Company’s written notice of”

ORION ENERGY SYSTEMS, INC. reported fiscal 2024 fourth quarter ended March 31, 2024 and full year ended March 31, 2024 results: revenue preliminary Q4’24 revenue of approximately $26.4M.

“preliminary Q4’24 revenue of approximately $26.4M”

ORION ENERGY SYSTEMS, INC. incurred mortgage of $3.525 million with Bank of America, N.A..

“The primary purpose of Amendment No. 2 was to add a $3.525 million mortgage loan facility to the LSA secured by the Company’s office headquarters property in Manitowoc, Wisconsin.”

ORION ENERGY SYSTEMS, INC. amended credit facility with Bank of America, N.A..

“Effective April 22, 2024, Orion Energy Systems, Inc. (the “Company”), with Bank of America, N.A. as lender, executed Amendment No. 2 (“Amendment No. 2”) to its Loan and Security Agreement dated December 29, 2020 and amended previously on November 4, 2022 (the “LSA”).”

ORION ENERGY SYSTEMS, INC. amended Amendment No. 2 with Bank of America, N.A. valued at $3.525 million (effective 2024-04-22).

“Effective April 22, 2024, Orion Energy Systems, Inc. (the “Company”), with Bank of America, N.A. as lender, executed Amendment No. 2 (“Amendment No. 2”) to its Loan and Security Agreement dated December 29, 2020 and amended previously on November 4, 2022 (the “LSA”).”

ORION ENERGY SYSTEMS, INC. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“April 5, 2024, Orion Energy Systems, Inc. (the “Company”) received written notice (the “Notification Letter”) from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) for continued listing on The Nasdaq Capital Market. The Bid Price Rule requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement”

ORION ENERGY SYSTEMS, INC. reported fiscal 2024 third quarter (Q3'24) ended December 31, 2023 results: revenue $26.0, net income ($2.3), EPS ($0.07). Guidance reaffirmed.

“A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. --- EX-99.1 (EX-99.1) --- EX-99.1 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”

ORION ENERGY SYSTEMS, INC. reported fiscal year ending March 31, 2024 results: revenue $90M to $95M. Guidance lowered.

“Orion now expects FY 2024 revenue growth between 16% and 23% to a range of approximately $90M to $95M.”

ORION ENERGY SYSTEMS, INC. reported fiscal 2024 third quarter ended December 31, 2023 results: revenue $25.8M to $26.2M. Guidance lowered.

“reference. --- EX-99.1 (EX-99.1) --- EX-99.1 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”

ORION ENERGY SYSTEMS, INC. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“December 21, 2023, Orion Energy Systems, Inc. (the “Company”) received written notice (the “Notification Letter”) from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) for continued listing on The Nasdaq Capital Market. The Bid Price Rule requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirem”

ORION ENERGY SYSTEMS, INC. reported fiscal 2024 second quarter (Q2'24) ended September 30, 2023 results: revenue $20.6, net income ($4.4), EPS ($0.14). Guidance reaffirmed.

“this Current Report on Form 8-K. --- EX-99.1 (EX-99.1) --- EX-99.1 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”

ORION ENERGY SYSTEMS, INC. shareholders approved Ratification of Independent Public Accountant: To ratify BDO USA, LLP to serve as the Company’s independent registered public accounting firm for its 2024 fiscal year at the 2023-08-10 meeting.

“Proposal Five—Ratification of Independent Public Accountant: To ratify BDO USA, LLP to serve as the Company’s independent registered public accounting firm for its 2024 fiscal year.”

ORION ENERGY SYSTEMS, INC. shareholders approved Approval of Amended and Restated 2016 Omnibus Incentive Plan at the 2023-08-10 meeting.

“Proposal Four— A pproval of Amended and Restated 2016 Omnibus Incentive Plan : To approve the Amended 2016 Plan.”

ORION ENERGY SYSTEMS, INC. shareholders approved To conduct an advisory vote on the frequency of the advisory shareholder vote on the compensation of the Company’s named executive officers at the 2023-08-10 meeting.

“Proposal Three—Say-When-On-Pay : To conduct an advisory vote on the frequency of the advisory shareholder vote on the compensation of the Company’s named executive officers.”

ORION ENERGY SYSTEMS, INC. shareholders approved To conduct an advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Definitive Proxy Statement at the 2023-08-10 meeting.

“Proposal Two—Say-On-Pay : To conduct an advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Definitive Proxy Statement.”

ORION ENERGY SYSTEMS, INC. shareholders approved Election of Directors: To elect one Class I director, Michael H. Jenkins, to serve until the Company’s 2026 Annual Meeting of Shareholders, and one Class II director, Heather L. Wishart-Smith, to serve until the Company’s 2024 Annual Meeting of Shareholders at the 2023-08-10 meeting.

“Proposal One—Election of Directors: To elect one Class I director, Michael H. Jenkins, to serve until the Company’s 2026 Annual Meeting of Shareholders, and one Class II director, Heather L. Wishart-Smith, to serve until the Company’s 2024 Annual Meeting of Shareholders, in each case, until their successors have been duly elected and qualified.”

ORION ENERGY SYSTEMS, INC. reported fiscal 2024 first quarter (Q1'24) ended June 30, 2023 results: revenue $17.6, net income ($6.6M), EPS ($0.21) per share. Guidance reaffirmed.

“to this Current Report on Form 8-K. --- EX-99.1 (EX-99.1) --- EX-99.1 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”

ORION ENERGY SYSTEMS, INC. reported fiscal year 2024 results: revenue approximately $100M. Guidance reaffirmed.

“Orion continues to expect FY 2024 revenue growth of 30% or more to approximately $100M, with a greater proportion of revenue expected in the second half.”

ORION ENERGY SYSTEMS, INC. reported fiscal year 2023 ended March 31, 2023 results: revenue $77.4M, net income ($34.3M), EPS ($1.08).

“As expected, FY 2023 revenue of $77.4M declined from $124.4M in FY 2022, due primarily to lower revenue from the company’s largest customer and a global online retailer, as well as from delays in the start of certain large LED retrofit projects, some of which commenced in Q4’23 and Q1’24. • Orion grew FY 2023 revenue outside of its largest customer and a global online retailer by approximately 11% versus FY 2022. This performance reflected progress in diversifying Orion’s customer base and revenues across its LED Lighting, electrical maintenance, and EV charging solutions businesses. • Maintenance services revenue rose 152% to $14.6M in FY 2023 versus $5.8M in FY 2022. • EV charging solutions contributed initial revenue of $6.3M in Orion’s FY 2023 second half, reflecting the Voltrek acquisition in the first week of Q3’23. • Orion’s FY 2023 net loss of ($34.3M), or ($1.08) per share, included a $17.8M non-cash tax charge to record a valuation allowance against Deferred Tax Assets and a”

ORION ENERGY SYSTEMS, INC. reported fiscal 2023 fourth quarter ended March 31, 2023 results: revenue $21.6M, net income ($5.1M), EPS ($0.16).

“Revenue $21.6 $22.1 ($0.5) $77.4 $124.4 ($47.0) Gross profit $4.7 $5.3 ($0.6) $17.5 $33.9 ($16.4) Gross profit % 21.9% 23.8% (190 bps) 22.6% 27.3% (470 bps) Net (loss) (1)(2) ($5.1) ($1.2) ($3.9) ($34.3) $6.1 ($40.3) Net (loss) per share (1)(2) ($0.16) ($0.04) ($0.12) ($1.08) $0.19 ($1.27)”

Richard A. Shapiro was appointed as Director at ORION ENERGY SYSTEMS, INC..

“Effective on March 7, 2023, the Board of Directors (the “Board”) of Orion Energy Systems, Inc. (the “Company”) appointed Richard A. Shapiro to the Board.”

ORION ENERGY SYSTEMS, INC. reported fiscal 2023 third quarter ended December 31, 2022 results: revenue $20.3, net income ($24.1), EPS ($0.75). Guidance reaffirmed.

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

Charles McDulin resigned as Director at ORION ENERGY SYSTEMS, INC..

“On January 30, 2023, Orion Energy Systems, Inc. (the “Company”) announced that Charles McDulin resigned from the Company’s board of directors (the “Board”) on January 27, 2023.”

ORION ENERGY SYSTEMS, INC. reported fiscal third quarter ended December 31, 2022 results: revenue $20M. Guidance lowered.

“retail and industrial companies as well as public sector entities. Based on preliminary results, Orion expects to report: • Q3’23 revenue improved sequentially to approximately $20M vs. $17.6M in Q2’23, compared to $30.7M in Q3’22. • Q3’23 gross profit percentage of approximately 25% vs. 25.3% in Q2’23, compared to 24.9% in Q3’22. • Positive cash flow from”

ORION ENERGY SYSTEMS, INC. entered into Cooperation Agreement with Kanen Wealth Management, LLC and certain of its affiliates valued at Kanen agreed to standstill restrictions; Company agreed to appoint Charles McDulin as director; McDu (effective 2023-01-03).

“On January 3, 2023, Orion Energy Systems, Inc. (the "Company"), entered into a cooperation agreement (the "Agreement") with Kanen Wealth Management, LLC and certain of its affiliates (collectively, "Kanen"). Kanen beneficially owns approximately 5.3% of the Company's outstanding common stock. Pursuant to the Agreement, the Board of Directors of the Company (the "Board") agreed, among other things, to appoint Charles McDulin as a Class II director of the Company, with a scheduled regular term to expire at the Company's 2024 annual meeting of shareholders (the "2024 Annual Meeting"). Under the terms of the Agreement, Kanen has agreed to abide by customary standstill restrictions until fifteen (15) days prior to the deadline for submission of a notice of shareholder nomination of individuals for election as directors of the Company at the 2024 Annual Meeting (the "Standstill Period"); provided that if the Board offers to nominate Mr. McDulin for election to the Board at the 2024 Annual Me”

Charles McDulin was appointed as Director at ORION ENERGY SYSTEMS, INC..

“On January 3, 2023, the Board increased the size of the Board to six (6) members and appointed Charles McDulin to the Board.”

ORION ENERGY SYSTEMS, INC.: Approved an amendment and restatement of the amended and restated by-laws to align with SEC's universal proxy requirements under Rule 14a-19 and clarify processes and procedures for annual meeting of shareholders (effective 2022-11-10).

“On November 10, 2022, the Board of the Company approved an amendment and restatement of the amended and restated by-laws (as amended, the “By-laws”) of the Company to align the By-laws with SEC’s new requirements regarding universal proxies pursuant to Rule 14a-19 and provide clarity around the processes and procedures for the Company’s annual meeting of shareholders.”

Michael H. Jenkins was appointed as Director at ORION ENERGY SYSTEMS, INC..

“the Board size was just increased from five to six members to accommodate the addition of Michael H. Jenkins to the Board effective November 10, 2022”

Mark C. Williamson retired as Director at ORION ENERGY SYSTEMS, INC..

“On November 10, 2022, Mark C. Williamson, a long-standing non-employee director of the Board of Directors (the “Board”) of Orion Energy Systems, Inc. (the “Company”), informed the Board that he decided to voluntarily retire from his position as a director of the Company, effective as of the end of the day on November 10, 2022 (the “Retirement Date”).”

ORION ENERGY SYSTEMS, INC. reported fiscal 2023 second quarter ended September 30, 2022 results: revenue $17.6M, net income ($2.3M), EPS ($0.08) per share. Guidance reaffirmed.

“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”

Anthony L. Otten was appointed as Independent Board Chair at ORION ENERGY SYSTEMS, INC..

“Anthony L. Otten, the Company’s current lead independent director, will begin serving as the Company’s independent Board Chair immediately after the Company’s 2022 annual shareholders meeting on August 4, 2022”

Michael H. Jenkins was appointed as Chief Executive Officer at ORION ENERGY SYSTEMS, INC..

“the Company also announced the appointment of Michael H. Jenkins as the Company’s new Chief Executive Officer, effective as of Mr. Altschaefl’s Retirement Date.”

Scott A. Green changed role as Executive Vice President of the Company and President of Orion Services Group at ORION ENERGY SYSTEMS, INC..

“In connection with Mr. Jenkins’ hiring, Scott A. Green, the Company’s current Executive Vice President and Chief Operating Officer, is being promoted to Executive Vice President of the Company and President of Orion Services Group.”

Michael H. Jenkins was appointed as Executive Vice President and Chief Operating Officer at ORION ENERGY SYSTEMS, INC..

“On November 4, 2021, Orion Energy Systems, Inc. (the “Company”) announced the hiring of Michael H. Jenkins as the Company’s new Executive Vice President and Chief Operating Officer.”