UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

SECURITIESFORM AND EXCHANGE COMMISSION8-K

~~Washington,~~CURRENT ~~D.C. 20549~~REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): March 17, 2026

~~Pursuant~~ORION toENERGY ~~Section~~SYSTEMS, ~~13 or 15(d) of~~INC.

~~the~~(Exact ~~Securities~~name ~~Exchange~~of ~~Act~~Registrant ofas ~~1934~~Specified in Its Charter)

Date of Report (Date of earliest event reported): February 5, 2026


Wisconsin	01-33887	39-1847269
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2210 Woodland Drive
Manitowoc, Wisconsin		54220
(Address of Principal Executive Offices)		(Zip Code)

~~ORION~~Registrant’s ~~ENERGY~~Telephone ~~SYSTEMS~~Number, ~~INC.~~Including Area Code: 920 892-9340

~~(Exact~~Not ~~name of registrant as specified in its charter)~~Applicable

Wisconsin	01-33887	39-1847269
(State or otherjurisdiction ofincorporation)	(Commission FileNumber)	(IRS EmployerIdentification No.)

(Former Name or Former Address, if Changed Since Last Report)

~~2210~~Check ~~Woodland~~the ~~Drive,~~appropriate ~~Manitowoc,~~box ~~Wisconsin,~~below ~~54220~~ if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~(Address~~☐Written ofcommunications ~~principal~~pursuant ~~executive~~to ~~offices,~~Rule ~~including~~425 ~~zip~~under ~~code~~the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (~~920)~~17 ~~892~~CFR 240.14a-~~9340~~ 12)

☐Pre-commencement communications pursuant to Rule 14d-2(~~Registrant’s~~b) ~~telephone~~under ~~number,~~the ~~including~~Exchange ~~area~~Act ~~code~~(17 CFR 240.14d-2(b))

☐Pre-commencement ~~Not~~communications ~~Applicable~~ pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~(Former~~Securities ~~name~~registered orpursuant ~~former~~to ~~address,~~Section if12(b) ~~changed~~of ~~since~~the ~~last report)~~Act:

~~Check~~Title ~~the~~of ~~appropriate~~each ~~box~~class ~~below~~TradingSymbol(s) ifName ~~the~~of ~~Form~~each ~~8-K~~exchange ~~filing~~on iswhich ~~intended~~registered toCommon ~~simultaneously~~stock, ~~satisfy~~no ~~the~~par ~~filing~~value ~~obligation~~OESX ofThe ~~the~~Nasdaq ~~registrant~~Stock ~~under~~Market ~~any of the following provisions:~~LLC

~~☐ Written~~Indicate ~~communications~~by ~~pursuant~~check tomark whether the registrant is an emerging growth company as defined in Rule ~~425~~405 ~~under~~of the Securities Act ~~(17~~of ~~CFR~~1933 (§ 230.~~425~~405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

~~☐ Soliciting~~Emerging ~~material~~growth ~~pursuant~~company ~~to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~☐

~~☐ Pre-commencement~~If ~~communications~~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 ~~Rule~~Section ~~14d-2~~13(ba) ~~under~~of the Exchange Act ~~(17 CFR 240~~.~~14d-2(b))~~ ☐

~~☐ Pre-commencement~~Item ~~communications~~1.01. ~~pursuant~~Entry tointo ~~Rule~~a ~~13e-4(c)~~Material ~~under~~Definitive ~~the Exchange Act (17 CFR 240~~Agreement.~~13e-4(c)~~

~~Securities~~On ~~registered~~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 complete resolution and settlement of the dispute between the Connors Parties and the Company regarding the Company’s remaining earn out obligations owed to Final Frontier pursuant to ~~Section~~that 12certain Membership Interest Purchase Agreement, dated as of October 5, 2022, entered into by and among the Company and the Connors Parties (bthe “MIPA”), ofpursuant to which the ~~act:~~Company acquired Voltrek, as well as to reach a final and complete resolution and settlement of related arbitrations and terminate related agreements, as described below.

~~Title~~As ofpreviously ~~Each~~disclosed, ~~Class~~on ~~Trading~~June ~~Symbol~~23, 2025, the Company entered into a binding term sheet (sas subsequently amended, the “Term Sheet”) ~~Name~~with ofthe ~~Each~~Connors ~~Exchange~~Parties, onwith ~~Which~~respect ~~Registered~~to ~~Common~~the ~~stock~~Company’s remaining earn out obligations owed to Final Frontier under the MIPA, nopursuant ~~par~~to ~~value~~which ~~OESX~~the ~~The~~Company ~~Nasdaq~~and ~~Stock~~Final ~~Market~~Frontier ~~LLC~~agreed to submit the final determination of such remaining earn out obligations to binding arbitration by an independent CPA firm (~~NASDAQ~~“CPA ~~Capital~~Firm ~~Market~~Arbitration”).

~~Indicate~~Additionally, byas ~~check~~previously ~~mark~~disclosed, ~~whether~~on September 30, 2025, pursuant to the ~~registrant~~Term isSheet, anthe ~~emerging~~Company ~~growth~~and ~~company~~the asConnors ~~defined~~Parties inentered ~~Rule~~into ~~405~~various ofagreements to further evidence the ~~Securities~~payment ~~Act~~and ofsecurity ~~1933~~terms with respect to the Company’s remaining earn out obligations, including (~~§230.405~~i) ofa ~~this~~Senior ~~chapter~~Subordinated Loan Agreement (“Loan Agreement”); or(ii) ~~Rule~~a ~~12b-2~~Senior ofSubordinated ~~the~~Note ~~Securities~~(“Note”); ~~Exchange~~(iii) ~~Act~~a ofSecurity ~~1934~~Agreement (~~§240.12b-2~~“Security Agreement”); (iv) a Subordination and Intercreditor Agreement (“Subordination Agreement”); (v) a Second Lien Mortgage, Assignment of ~~this~~Leases ~~chapter~~and Rents and Fixture Filing (collectively, “Mortgage”); (vi) a Management Support Agreement (“Support Agreement”); and (vii) a Board Observer Agreement (“Board Observer Agreement”, and collectively with the Term Sheet, the Loan Agreement, the Note, the Security Agreement, the Subordination Agreement, the Mortgage, the Support Agreement and the Board Observer Agreement, the “Earn Out Agreements”).

~~Emerging~~Pursuant ~~growth~~to ~~company ☐~~the MIPA and the Term Sheet, the Company and the Connors Parties submitted their earn out statement dispute to the CPA Firm Arbitration. The Connors Parties asserted that the remaining earn out payments owed by the Company totaled approximately $10 million. The Company’s position was that it owed the Connors Parties an additional $1.4 million. The CPA arbitrators determined that the Company owed an additional $3.4 million of earn out payments. Subsequently, the Company filed an arbitration demand with the American Arbitration Association in Milwaukee, Wisconsin against the Connors Parties in order to object to the CPA firm’s decision of the earn out statement dispute as manifest error (the “AAA Arbitration”).

IfBy anentering ~~emerging~~into ~~growth~~the ~~company~~Settlement Agreement, ~~indicate~~the byCompany ~~check~~and ~~mark~~the ifConnors Parties agreed to a final and complete resolution and settlement of the ~~registrant~~CPA ~~has~~Firm ~~elected~~Arbitration ~~not~~and tothe ~~use~~AAA Arbitration, a final and complete resolution and settlement of the ~~extended~~earn ~~transition~~out ~~period~~statement ~~for~~dispute, ~~complying~~termination ~~with~~of the MIPA, termination of all Earn Out Agreements and termination of any ~~new~~and all claims and counterclaims between or ~~revised~~among ~~financial~~the ~~accounting~~Company ~~standards~~and ~~provided~~the ~~pursuant~~Connors toParties, ~~Section~~without ~~13(a)~~any admission of ~~the~~liability ~~Exchange~~and ~~Act~~without incurring of any further payment, cost, liability, obligation, guaranty, expense or inconvenience with respect thereto. 

~~Item~~Under 2the terms of the Settlement Agreement, the Company made a one-time cash payment of $3.020 million (the “Settlement Amount”) to Final Frontier on March 18, 2026. ~~Results~~ Upon receipt of ~~Operations~~the Settlement Amount, all earn out payment obligations, the MIPA, all Earn Out Agreements, the CPA Firm Arbitration and ~~Financial~~the ~~Condition~~AAA Arbitration proceedings were terminated, cancelled and released, and all liens and security interests held by Final Frontier on the Company’s assets were automatically terminated and irrevocably released. Additionally, upon payment of the Settlement Amount, the Company and the Connors Parties exchanged mutual general releases of all claims arising from or related to the earn out disputes, the CPA Firm Arbitration and the AAA Arbitration proceedings, the MIPA and the Earn Out Agreements. The releases do not affect Ms. Connors’ ongoing part-time employment relationship with the Company or the Connors Parties’ rights as shareholders of the Company. The Company also agreed to facilitate the Connors Parties’ entry into a Rule 10b5-1 trading plan during the Company’s next insider open window period to facilitate the Connors Parties’ sale of their shares of common stock of the Company.

OnThe ~~February~~foregoing 5,description ~~2026,~~of ~~Orion Energy Systems, Inc. (~~the ~~“Company”)~~Settlement ~~issued~~Agreement adoes ~~press~~not ~~release~~purport ~~announcing~~to ~~its~~be ~~quarterly~~complete ~~financial~~and ~~results~~is ~~for~~qualified in its ~~fiscal~~entirety ~~2026~~by ~~quarter~~the ~~ended~~Settlement ~~December 31~~Agreement, ~~2025.~~which Ais ~~copy~~incorporated ofherein ~~the~~by ~~press~~reference ~~release~~and is ~~furnished~~attached hereto as Exhibit 9910.1 ~~to this Current Report on Form 8-K~~.

Item 8. 01 Other Events.

~~Item~~Effective ~~9.01~~March 19, 2026, the Company executed a termination agreement with a customer of the Company to terminate two power purchase agreements (d“PPAs”) that commenced in 2010. ~~Financial~~ ~~Statements~~The PPAs covered two solar panel arrays on two buildings in New Jersey under which the Company contracted to sell the solar power generation from the respective solar panel arrays through 2030. Under the terms of the termination agreement, the Company will transfer ownership of the solar arrays to a third party and ~~Exhibits~~terminate any future obligations related to those assets in exchange for a cash payment of $1.3 million. Under the terms of the agreement, the Company expects to receive payment within 21 days of the effective date of the termination agreement. The Company’s receipt of the $1.3 million payment will provide a significant offset to the $3.0 million paid to Final Frontier.

Exhibit 99.1	Exhibit 99.1 Press Release of Orion Energy Systems, Inc. dated February 5, 2025
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).


Item 9.01.	Financial Statements and Exhibits.

2(d) Exhibits.

SIGNATURES


Exhibit Number		Exhibit Title

Exhibit 10.1		Settlement Agreement, dated as of March 17, 2026.

Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

	ORION ENERGY SYSTEMS, INC.
Date: February 5, 2026	By: /s/ J. Per Brodin
	J. Per Brodin
	Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			ORION ENERGY SYSTEMS, INC.

Date:	March 20, 2026	By:	/s/ J. Per Brodin
			J. Per Brodin Chief Financial Officer

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