Orion Energy Systems Inc 2025年度报告

Form 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedMarch 31, 2026or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromtoCommission File Number: 001-33887 Orion Energy Systems, Inc. (Exact name of Registrant as specified in its charter) Wisconsin(State or other jurisdiction ofincorporation or organization)2210 Woodland Drive, Manitowoc, WI (920) 892-9340(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the act: Name of Each Exchange on Which RegisteredThe NasdaqStock Market LLC Securities registered pursuant to Section 12(g) of the act: Indicate by check mark if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.Yes☐No☒ 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 1934during 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 requirementsfor 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 ofRegulation S-T (§232.405 of this chapter) 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, smaller reporting company, or an"emerging growth company". See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" inRule 12b-2 of the Exchange Act: Large accelerated filer☐Non-accelerated filer☒ 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report. Yes☐No☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of shares of the Registrant’s common stock held by non-affiliates as of September 30, 2025, the last business day of theRegistrant’s most recently completed second fiscal quarter, was $29,734,234.As of May 29, 2026, there were 4,056,528 shares of the Registrant’s common stock outstanding. ORION ENERGY SYSTEMS, INC.ANNUAL REPORT ON FORM 10-KFOR THE YEAR ENDED MARCH 31, 2026 Table of Contents PagePART IItem 1 Business6Item 1A Risk Factors12Item 1B Unresolved Staff Comments25Item 1C Cybersecurity25Item 2 Properties25Item 3 Legal Proceedings25Item 4 Mine Safety Disclosures25PART IIItem 5 Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities26Item 6 [Reserved]27Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 7A Quantitative and Qualitative Disclosures About Market Risk41Item 8 Financial Statements and Supplementary Data42Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure78Item 9A Controls and Procedures78Item 9B Other Information79Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections79PART IIIItem 10 Directors, Executive Officers and Corporate Governance80Item 11 Executive Compensation80Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters80Item 13 Certain Relationships and Related Transactions, and Director Independence80Item 14 Principal Accountant Fees and Services80PART IVItem 15 Exhibits and Financial Statement Schedules81Item 16 Form 10-K Summary84Signatures85 FORWARD-LOOKING S