ORION ENERGY SYSTEMS, INC.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30,2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-33887
Orion Energy Systems, Inc.
(Exact name of Registrant as specified in its charter)
| Wisconsin | 39-1847269 |
|---|---|
| (State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification No.) |
| 2210 Woodland Drive, Manitowoc, Wisconsin | 54220 |
|---|---|
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (920)892-9340
Securities registered pursuant to Section 12(b) of the act:
| Title of Each Class | Trading Symbol (s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Common stock, no par value | OESX | The Nasdaq Stock Market LLC(NASDAQ Capital Market) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an "emerging growth company". See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒
There were 4,104,551 shares of the registrant’s common stock outstanding on November 4, 2026.
ORION ENERGY SYSTEMS, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2026
TABLE OF CONTENTS
| Page(s) | ||
|---|---|---|
| PART I FINANCIAL INFORMATION | 3 | |
| ITEM 1. | Financial Statements (unaudited) | 3 |
| Condensed Consolidated Balance Sheets as of September 30, 2026 and March 31, 2026 | 3 | |
| Condensed Consolidated Statements of Operations for the Three and Six Months Ended September 30, 2026 and September 30, 2025 | 4 | |
| Condensed Consolidated Statements of Shareholders’ Equity for the Three and Six Months Ended September 30, 2026 and September 30, 2025 | 5 | |
| Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2026 and September 30, 2025 | 6 | |
| Notes to the Condensed Consolidated Financial Statements | 7 | |
| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 |
| ITEM 3. | Quantitative and Qualitative Disclosures about Market Risk | 30 |
| ITEM 4. | Controls and Procedures | 30 |
| PART II OTHER INFORMATION | 31 | |
| ITEM 1. | Legal Proceedings | 31 |
| ITEM 1A. | Risk Factors | 31 |
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 31 |
| ITEM 5. | Other Information | 31 |
| ITEM 6. | Exhibits | 32 |
| SIGNATURE | 33 | |
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