Approval of an amended and restated incentive plan with no specific management changes.

Results of Operations and Financial Condition. On August 5, 2026, Orion Energy Systems, Inc. (the “Company”) issued a press release announcing its quarterly financial results for its fiscal 2026 quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. . Item 9.01(d) . Financial Statements and Exhibits. Exhibit 99.1 Exhibit 99.1 Press Release of Orion Energy Systems, Inc. dated August 5, 2026 Exhibit 104 Cover Page Interactive Da…

Results of Operations and Financial Condition. On June 4, 2026, Orion Energy Systems, Inc. (the “Company”) issued a press release announcing its quarterly financial results for its fiscal 2026 quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. . Item 9.01(d) . Financial Statements and Exhibits. Exhibit 99.1 Exhibit 99.1 Press Release of Orion Energy Systems, Inc. dated June 4, 2026 Exhibit 104 Cover Page Interactive Data…

Results of Operations and Financial Condition. On May 19, 2026, Orion Energy Systems, Inc. (the “Company”) issued a press release announcing its expected quarterly revenue results for its fiscal 2026 year ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. . Item 9.01(d) . Financial Statements and Exhibits. Exhibit 99.1 Exhibit 99.1 Press Release of Orion Energy Systems, Inc. dated May 19, 2026 Exhibit 104 Cover Page Interactive D…

Results of Operations and Financial Condition. On April 15, 2026, Orion Energy Systems, Inc. (the “Company”) issued a press release reiterating its expectations for increased growth and profitability in fiscal 2026 and fiscal 2027. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. . Item 9.01(d) . Financial Statements and Exhibits. Exhibit 99.1 Exhibit 99.1 Press Release of Orion Energy Systems, Inc. dated April 15, 2026 Exhibit 104 Cover Page Intera…

Entry into a Material Definitive Agreement. 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 (“ Connors Trust ” together with Final Frontier and Ms. Connors, the “ Connors Parties ”), in order to reach a final and com…

Results of Operations and Financial Condition. On February 5, 2026, Orion Energy Systems, Inc. (the “Company”) issued a press release announcing its quarterly financial results for its fiscal 2026 quarter ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. . Item 9.01(d) . Financial Statements and Exhibits. Exhibit 99.1 Exhibit 99.1 Press Release of Orion Energy Systems, Inc. dated February 5, 202 5 Exhibit 104 Cover Page Inter…

Entry into a Material Definitive Agreement. Underwriting Agreement 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, no par value per share (“Common Stock”), less underwriting discounts and commissions. The Offering closed on February…

Results of Operations and Financial Condition. On January 20, 2026, Orion Energy Systems, Inc. (the “Company”) issued a press release announcing its expected quarterly revenue results for its fiscal 2026 quarter ended December 31, 2025, its updated fiscal 2026 revenue outlook, and its guidance for fiscal 2027 revenue. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. . Item 9.01(d) . Financial Statements and Exhibits. Exhibit 99.1 Exhibit 99.1 Press…

Chief Executive Officer — Sally A. Washlow: Sally A. Washlow was appointed as the new Chief Executive Officer of Orion Energy Systems, Inc.

Results of Operations and Financial Condition. On November 5, 2025, Orion Energy Systems, Inc. (the “Company”) issued a press release announcing its quarterly financial results for its fiscal 2026 quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. . Item 9.01(d) . Financial Statements and Exhibits. Exhibit 99.1 Exhibit 99.1 Press Release of Orion Energy Systems, Inc. dated November 5, 202 5 Exhibit 104 Cover Page Inte…

Entry into a Material Definitive Agreement. The information included, or incorporated by reference, in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. As previously disclosed, on June 23, 2025, Orion Energy Systems, Inc. (the “Company”) entered into a binding term sheet (as subsequently amended, the “Term Sheet”) with Final Frontier, LLC (“Final Frontier”) and its owner Kathleen Connors, the prior owner of Voltrek, LLC (“Voltrek”), with respect to the Company’s remaining earnout obligations owed to Final Frontier pursuant to it…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on September 20, 2024, Orion Energy Systems, Inc. (the “Company”) received written notice from the Listing Qualifications Department (the “Staff”) of The NASDAQ Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”) for continued l…

Material Modification to Rights of Security Holders . As previously disclosed on a Current Report on Form 8-K filed by Orion Energy Systems, Inc. (the “Company”) on August 8, 2025, the Company held its 2025 Annual Meeting of Shareholders on August 7, 2025 (the “2025 Annual Meeting”) and, at the 2025 Annual Meeting, the Company’s shareholders approved an amendment (the “Amendment”) to our Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to effect a reverse stock…

Results of Operations and Financial Condition. On August 6, 2025, Orion Energy Systems, Inc. (the “Company”) issued a press release announcing its quarterly financial results for its fiscal 2026 quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. . Item 9.01(d) . Financial Statements and Exhibits. Exhibit 99.1 Exhibit 99.1 Press Release of Orion Energy Systems, Inc. dated August 6, 202 5 Exhibit 104 Cover Page Interactive D…

Results of Operations and Financial Condition. On June 26, 2025, Orion Energy Systems, Inc. (the “Company”) issued a press release announcing its quarterly financial results for its fiscal 2025 year ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. . Item 9.01(d) . Financial Statements and Exhibits. Exhibit 99.1 Exhibit 99.1 Press Release of Orion Energy Systems, Inc. dated June 26, 2025 Exhibit 104 Cover Page Interactive Data F…

Chief Executive Officer — Michael H. Jenkins: Mr. Michael H. Jenkins resigned as Chief Executive Officer and from the board of directors, with a severance package.

Chief Executive Officer — Michael H. Jenkins: Michael H. Jenkins was replaced as CEO with Sally A. Washlow appointed as the new CEO.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on September 20, 2024, Orion Energy Systems, Inc. (the “Company”) received written notice (the “Notification”) from the Listing Qualifications Department (the “Staff”) of The NASDAQ Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) fo…

Results of Operations and Financial Condition. On February 11, 2025, Orion Energy Systems, Inc. (the “Company”) issued a press release announcing its quarterly financial results for its fiscal 2025 year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

NEOs and board members voluntarily reduced their salaries as part of cost-saving measures.

Results of Operations and Financial Condition. On November 6, 2024, Orion Energy Systems, Inc. (the “Company”) issued a press release announcing its quarterly financial results for its fiscal 2025 year ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01(d) . Financial Statements and Exhibits. Exhibit 99.1 Exhibit 99.1 Press Release of Orion Energy Systems, Inc. dated November 6, 2024 Exhibit 104 Cover Page Interactiv…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information disclosed above under

Entry into a Material Definitive Agreement. Effective October 30, 2024, Orion Energy Systems, Inc. (the “Company”), with Bank of America, N.A. as lender, executed Amendment No. 3 (“Amendment No. 3”) to its Loan and Security Agreement dated December 29, 2020, and as previously amended on November 4, 2022 and April 22, 2024 (the “LSA”). The primary purpose of Amendment No. 3 was to extend the maturity date of the Revolving Credit Line and the Term Loan from December 29, 2025 to June 30, 2027. T…