ORION ENERGY SYSTEMS INC

Rule 10b5-1 Trading Plans

During the three months ended March 31, 2025, no director or section 16 officer of the Company adopted orterminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Voluntary Director Resignations and Re-Appointments to Rebalance Board Classes

To assist the Board in rebalancing the classes of directors on the Board so that each class will be nearly as equal as possible, on June 23, 2025, each of Richard Shapiro and Heather Wishart-Smith agreed to resign as a Class II director (with a term originally expiring at the Company’s 2027 annual meeting of shareholders) and the Board immediately appointed each of Richard Shapiro and Heather Wishart-Smith as a Class I director (with a term expiring at the Company’s 2026 annual meeting of shareholders). The resignation of each of Mr. Shapiro and Ms. Wishart-Smith as a Class II director was effected solely in connection with the rebalancing of the Board classes and not due to any disagreement with respect to the Company’s operations, policies or practices.

After the rebalancing, each of Richard Shapiro and Heather Wishart-Smith will serve as a Class I director (with a term expiring at the Company’s 2026 annual meeting of shareholders), Ellen Richstone will serve as a Class II director (with a term expiring at the Company’s 2027 annual meeting of shareholders) and each of Anthony Otten and Sally Washlow will serve as a Class III director (with a term expiring at the Company’s 2025 annual meeting of shareholders).

Entry into Term Sheet

On June 23, 2025, we entered into the Term Sheet, with respect to our remaining earn-out obligations owed to Final Frontier pursuant to our October 5, 2022 acquisition of Voltrek. Pursuant to the Term Sheet, on August 1, 2025, we will pay Final Frontier $875,000 in full and final payment of our fiscal 2024 Voltrek acquisition earn-out obligations. We also agreed with Final Frontier to submit the final determination of our fiscal 2025 and aggregate fiscal 2023 through fiscal 2025 earn-out obligations to binding arbitration if not otherwise mutually agreed by the parties. We agreed to pay to Final Frontier the finally determined remaining earn-out amount as follows: (i) $1.0 million in our common stock issuable 14 trading days after our fiscal 2025 earnings announcement and (ii) the remaining amount pursuant to the anticipated Senior Subordinated Note. We agreed to pay monthly principal payments to Final Frontier on the Senior Subordinated Note of $25,000 beginning on January 15, 2026, which will increase to $50,000 on July 15, 2026 through maturity. We will also pay interest monthly to Final Frontier at the annual rate of 7% beginning on July 15, 2025. We have the right to pay up to 20% of the remaining outstanding earn-out amount at maturity in shares of our common stock. The Senior Subordinated Note will be subordinated to our senior credit facilities with Bank of America and will be secured by a second lien on all of our assets. We and Final Frontier agreed to use our respective commercially reasonable best efforts to agree to final documentation further reflecting the terms and conditions set forth in the Term Sheet within 30 days of entering into the Term Sheet.