ORION ENERGY SYSTEMS, INC.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

On July 16, 2025, we issued 1,632,586 shares of Common Stock to Kathleen M. Connors and 16,491 shares of our Common Stock to the Kathleen M. Connors 2019 Revocable Trust, dated February 6, 2019 TR, as earn-out 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.

On 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) 100,000 shares of restricted stock and (ii) a non-qualified stock option exercisable for 125,000 shares of Orion's Common Stock at an exercise price of $0.60 per share. These awards were exempt from registration under Section 4(a)(2) of the Securities Act. The equity awards were approved by Orion's Board in accordance with Nasdaq Listing Rule 5635(c)(4) as a material inducement for Mr. Ontrop to accept the Company's offer of employment, and the underlying shares will not be drawn from Orion's 2016 Omnibus Incentive Plan.

Mr. 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 Company's per share price achieves the following levels over the three-year period after the grant date and provided Mr. Ontrop is then still employed by the Company on the applicable vesting date; (i) one-third at $3.00; (ii) one-third at $4.00; and (iii) one-third at $5.00, with achievement of the effective share prices to be determined based on a five trading day average closing price of the Company's Common Stock.