Michael W. Altschaefl, the Chief Executive Officer and Board Chair of Orion Energy Systems, Inc. (Company), and Scott A. Green, the Chief Operating
Officer and Executive Vice President of the Company, each adopted separate prearranged trading plans on or about February 18, 2021, in accordance with guidelines specified by Rule 10b5-1 under the
Securities Exchange Act of 1934 and the Companys policies regarding transactions by insiders in the Companys common stock.
Rule 10b5-1 plans permit insiders to sell a specified portion of their common stock at a specified time or over a specified period of time pursuant to a written plan established at a time when the insider is not in
possession of material non-public information. A Rule 10b5-1 plan offers an opportunity for an insider to engage in future transactions in the Companys common
stock without concern about unforeseen future events that may be considered material non-public information at the time those transactions occur. A Rule 10b5-1 plan may,
for example, allow an insider to diversify his or her investment portfolio by selling Company shares from time to time over a pre-established period of time, without regard for future developments relating to
the Company.
Mr. Altschaefls Rule 10b5-1 plan contemplates the sale of up to 120,000 shares of the
Companys common stock that he previously purchased on the open market. The shares subject to the plan constitute approximately 20% of the shares of the Companys common stock currently beneficially owned by Mr. Altschaefl. Since
joining the Companys Board of Directors in 2009, Mr. Altschaefl has never previously sold any of his Company shares. Shares will be sold under the plan only if the Companys stock price is at or above the various minimum prices
specified in the plan. All transactions under the plan, if they occur, are expected to begin after March 20, 2021 and be completed by March 31, 2022. At the end of that date, the plan will terminate and if any shares remain unsold, they
will not be sold pursuant to this plan.
Mr. Greens Rule 10b5-1 plan contemplates the sale of up to
150,000 shares of the Companys common stock that he previously received as compensatory restricted stock under the Companys equity incentive plans. The shares subject to the plan constitute approximately 50% of the shares of the
Companys common stock currently beneficially owned by Mr. Green. Shares will be sold under the plan only if the Companys stock price is at or above the various minimum prices specified in the plan. All transactions under the plan,
if they occur, are expected to begin after February 23, 2021 and be completed by February 23, 2022. At the end of that date, the plan will terminate and if any shares remain unsold, they will not be sold pursuant to this plan.
Messrs. Altschaefl and Green are and, assuming execution of the transactions contemplated by their plans, will remain well above the minimum stock ownership
thresholds established by the Company for its executive officers. Any transactions under the plans will be disclosed publicly on Form 4 and, if applicable, in a Form 144, in each case as filed with the Securities and Exchange Commission.
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