Acuity Inc. (NYSE: AYI) adds $800M revolver with 2031 maturity, leverage cap

Rhea-AI Filing Summary

Acuity Inc. entered into a new unsecured revolving credit facility with maximum availability of $800 million that matures in May 2031. This Credit Agreement replaces the company’s prior June 2022 facility.

The revolving credit facility is provided by various lenders with JPMorgan Chase Bank, N.A. as administrative agent, and is guaranteed by Acuity’s material domestic subsidiaries, subject to exclusions. Loans bear interest at benchmark rates such as Term SOFR or EURIBOR plus a margin tied to the company’s leverage ratio or credit rating.

The agreement requires Acuity to maintain a maximum leverage ratio of 3.75 to 1.00, with the ability to temporarily increase this to 4.25 to 1.00 in connection with certain material acquisitions. It also includes customary covenants limiting mergers, major asset sales, liens, and additional subsidiary debt, and provides lenders with standard remedies if an event of default occurs.

Insights

Corporate credit and capital structure analyst

Acuity renews and extends a sizable credit backstop on customary terms.

Acuity Inc. has put in place an unsecured revolving credit facility of $800 million maturing in May 2031, replacing its 2022 agreement. This provides committed liquidity and flexibility to draw as needed rather than as a lump-sum loan.

Pricing is linked to standard benchmarks plus a margin that depends on Acuity’s leverage or credit rating, aligning borrowing costs with its risk profile. The covenant package is typical, with a maximum leverage ratio of 3.75x EBITDA and room to step up to 4.25x for material acquisitions.

The facility, guaranteed by key domestic subsidiaries, should support ongoing operations and potential deals, while the leverage test and restrictions on liens, mergers, and subsidiary debt help protect lenders. Actual balance-sheet impact will depend on how much of the revolver Acuity chooses to draw over time.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Revolving credit facility size: $800 million Facility maturity: May 2031 Maximum leverage ratio: 3.75 to 1.00 +1 more

4 metrics

Revolving credit facility size $800 million Maximum aggregate availability under new unsecured revolver

Facility maturity May 2031 Stated maturity date of new Credit Agreement

Maximum leverage ratio 3.75 to 1.00 Debt minus cash to EBITDA covenant as of quarter-end

Acquisition leverage step-up 4.25 to 1.00 Temporary maximum leverage ratio allowed for certain material acquisitions

Key Terms

Credit Agreement, revolving credit facility, leverage ratio, EBITDA, +1 more

5 terms

Credit Agreement financial

"On May 8, 2026, Acuity Inc. entered into a Credit Agreement among the Company, the subsidiary borrowers..."

A credit agreement is a written loan contract between a borrower and a bank or other lender that lays out how much money can be borrowed, the interest rate, repayment schedule, fees, and the rules the borrower must follow. For investors, it matters because those terms affect a company’s cash costs, borrowing flexibility and risk of default — similar to how a mortgage’s rules determine a homeowner’s monthly budget and freedom to make changes.

revolving credit facility financial

"The Credit Agreement provides for an unsecured revolving credit facility that matures in May 2031..."

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

leverage ratio financial

"The applicable margin is based on, at the Company’s option, the Company’s leverage ratio or credit rating level."

Leverage ratio measures how much a company relies on borrowed money compared with its own funds or assets, typically expressed as debt relative to equity or total assets. Like a homeowner with a mortgage, higher leverage can amplify returns when business is strong but also raises the chance of big losses or default if revenue falls, so investors use it to judge financial risk and resilience.

EBITDA financial

"maximum leverage ratio (defined as the ratio of consolidated debt less unrestricted cash to the sum of consolidated EBITDA)"

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

events of default financial

"The Credit Agreement contains customary events of default. If an event of default occurs and is continuing..."

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

FAQ

What new credit facility did Acuity Inc. (AYI) enter into?

Acuity Inc. entered into an unsecured revolving credit facility with maximum availability of $800 million. The agreement involves various lenders and JPMorgan Chase Bank, N.A. as administrative agent, replacing the company’s prior June 2022 credit agreement.

When does Acuity Inc.’s new $800 million credit facility mature?

The new revolving credit facility for Acuity Inc. matures in May 2031. This long-dated maturity gives the company a multi-year committed liquidity source, supporting operating needs and potential strategic actions over that period, subject to ongoing covenant compliance.

How is interest determined on Acuity Inc.’s new revolving credit facility?

Loans under the facility bear interest at an adjusted base rate, Term SOFR, EURIBOR, Daily Simple SONIA or Term CORRA, plus an applicable margin. The margin is based, at Acuity’s option, on its leverage ratio or credit rating level, linking pricing to its financial strength.

What leverage ratio covenant applies to Acuity Inc.’s new Credit Agreement?

Acuity must maintain a maximum leverage ratio of 3.75 to 1.00, defined as consolidated debt minus unrestricted cash divided by consolidated EBITDA. The company can temporarily increase this maximum to 4.25 to 1.00 in connection with certain material acquisitions under the agreement.

What happens if Acuity Inc. defaults under the new Credit Agreement?

If an event of default occurs and continues, lenders may terminate all commitments and declare all outstanding amounts immediately due and payable. For certain bankruptcy, insolvency, or reorganization events, all amounts outstanding under the Credit Agreement automatically become immediately due and payable.

Which subsidiaries guarantee Acuity Inc.’s new revolving credit facility?

The revolving credit facility is guaranteed by Acuity Inc.’s material domestic subsidiaries, subject to certain exclusions, and by certain other subsidiaries. These guarantees give lenders recourse beyond the parent company, enhancing credit support for borrowings under the facility.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/13/2026 - 05:13 PM Learn about SEC filing dates

ACUITY INC. (DE) false 0001144215 0001144215 2026-05-08 2026-05-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 8, 2026

ACUITY INC.

(Exact name of registrant as specified in its charter)

Delaware		001-16583		58-2632672
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS. Employer Identification No.)

1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309

(Address of principal executive offices) (Zip Code)

(404) 853-1400

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $.01 par value per share		AYI		New York Stock Exchange

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01. Entry into a Material Definitive Agreement

On May 8, 2026, Acuity Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) among the Company, the subsidiary borrowers from time to time party thereto, the various lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement provides for an unsecured revolving credit facility that matures in May 2031 with an initial maximum aggregate amount of availability of $800 million. The Credit Agreement replaced the Company’s existing Credit Agreement, dated as of June 30, 2022, among the Company, its wholly-owned subsidiary Acuity Brands Lighting, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties party thereto from time to time.

The revolving credit facility under the Credit Agreement is guaranteed by the Company’s material domestic subsidiaries (subject to certain exclusions) and certain other subsidiaries. Loans under the revolving credit facility bear interest at a rate equal to an adjusted base rate, Term SOFR, EURIBOR, Daily Simple SONIA or Term CORRA, plus, in each case, an applicable margin. The applicable margin is based on, at the Company’s option, the Company’s leverage ratio or credit rating level. Additionally, the Company will pay a quarterly facility fee based on the average daily amount of the revolving credit facility (regardless of usage), which will be determined, at the Company’s option, by the Company’s leverage ratio or credit rating level.

The Credit Agreement contains various customary restrictions and covenants, including a requirement that the Company maintain a leverage ratio at certain levels (as detailed below) and restrictions on the ability of the Company and its subsidiaries to consolidate or merge, dispose of all or substantially all of its assets, create liens, and incur subsidiary indebtedness.

The Credit Agreement requires the Company to maintain a maximum leverage ratio (defined as the ratio of (a) the Company’s consolidated debt (subject to certain adjustments), less unrestricted cash and cash equivalents of the Company and its subsidiaries, to (b) the sum of the Company’s consolidated EBITDA) as of the last day of any fiscal quarter of 3.75 to 1.00, subject to the Company’s right to temporarily increase the maximum leverage ratio to up to 4.25 to 1.00 in connection with certain material acquisitions.

The Credit Agreement contains customary events of default. If an event of default occurs and is continuing, then the lenders may terminate all commitments to extend further credit and declare all amounts outstanding under the Credit Agreement due and payable immediately. In addition, in the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization, all amounts outstanding under the Credit Agreement will automatically become due and payable immediately.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits. The following exhibits are being filed herewith:

10.1		Credit Agreement, dated as of May 8, 2026, among Acuity Inc., the subsidiary borrowers from time to time party thereto, the various lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

Signatures

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.

Date: May 13, 2026

ACUITY INC.
By:		/s/ Karen J. Holcom
		Karen J. Holcom
		Senior Vice President and Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 835.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB