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STOCK OPTIONS AND RESTRICTED SHARES | 9 Months Ended
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Dec. 31, 2025
Share-Based Payment Arrangement [Abstract] |
STOCK OPTIONS AND RESTRICTED SHARES | NOTE 16 — STOCK OPTIONS AND RESTRICTED SHARES At Orion’s 2023 annual meeting of shareholders, Orion’s shareholders approved the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended and restated (the “Amended 2016 Plan”). The Amended 2016 Plan increased the number of shares of Orion’s common stock available for issuance under the Amended 2016 Plan from 350,000 shares to 600,000 shares (an increase of 250,000 shares); added a minimum vesting period for all awards granted under the Amended 2016 Plan (with limited exceptions); and added a specific prohibition on the payment of dividends and dividend equivalents on unvested awards. The Amended 2016 Plan authorizes grants of equity-based and incentive cash awards to eligible participants designated by the Plan's administrator. Awards under the Amended 2016 Plan may consist of stock options, stock appreciation rights, performance shares, performance units, common stock, restricted stock, restricted stock units, incentive awards or dividend equivalent units. The Amended 2016 Plan also permits accelerated vesting in the event of certain changes of control of Orion as well as under other special circumstances. Certain non-employee directors have from time to time elected to receive stock awards in lieu of cash compensation pursuant to elections made under Orion’s non-employee director compensation program. During the third quarter of fiscal 2026, it was determined that the performance obligations required for the performance-based shares granted in August 2023 were not likely to be achieved. As such, the approximately $244 thousand expense related to the 33,096 shares was reversed. The following amounts of Orion's consolidated stock-based compensation were recorded (dollars in thousands):
|  | For the Three Months Ended December 31, |  |  | For the Nine Months Ended December 31, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Cost of product revenue |  | $ | (4 | ) |  | $ | 1 |  |  | $ | — |  |  | $ | 5 |
General and administrative |  |  | (14 | ) |  |  | 175 |  |  |  | 282 |  |  |  | 793 |
Sales and marketing |  |  | 14 |  |  |  | 2 |  |  |  | 35 |  |  |  | 17 |
Research and development |  |  | 1 |  |  |  | 2 |  |  |  | 3 |  |  |  | 7 |
Total |  | $ | (3 | ) |  | $ | 180 |  |  | $ | 320 |  |  | $ | 822 |
The following table summarizes information with respect to performance-vesting restricted stock and time vesting-restricted stock activity:
|  | Time-Based Restricted Shares |  |  | Performance-Based Restricted Shares |
|  | Shares |  |  | Weighted Average Fair Value Price |  |  | Shares |  |  | Weighted Average Fair Value Price |
Balance at March 31, 2025 |  |  | 133,159 |  |  | $ | 13.00 |  |  |  | 152,994 |  |  | $ | 14.30 |
Shares issued |  |  | 48,000 |  |  | $ | 5.93 |  |  |  | — |  |  | $ | — |
Shares vested |  |  | (67,559 | ) |  | $ | 14.81 |  |  |  | — |  |  | $ | — |
Shares forfeited |  |  | (11,787 | ) |  | $ | 10.19 |  |  |  | (72,833 | ) |  | $ | 14.37 |
Shares outstanding at December 31, 2025 |  |  | 101,813 |  |  | $ | 8.80 |  |  |  | 80,161 |  |  | $ | 12.80 |
The following table summarized information with respect to performance-based option and time-based option activity:
|  | Time-Based Options |  |  | Performance-Based Options |
|  | Options |  |  | Weighted Average Exercise Price |  |  | Options |  |  | Weighted Average Exercise Price |
Balance at March 31, 2025 |  |  | — |  |  | $ | — |  |  |  | — |  |  | $ | — |
Options granted |  |  | 26,555 |  |  | $ | 6.21 |  |  |  | 50,000 |  |  | $ | 6.00 |
Options outstanding at December 31, 2025 |  |  | 26,555 |  |  | $ | 6.21 |  |  |  | 50,000 |  |  | $ | 6.00 |
As of December 31, 2025, the amount of deferred stock-based compensation expense to be recognized, over a remaining period of 1.8 years, was approximately $1.0 million.

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