AYI insider reports RSU/PSU issuances, tax withholding and sales

Rhea-AI Filing Summary

Acuity Inc. (AYI) reported insider activity by its SVP & General Counsel, reflecting equity awards vesting, option exercises, tax withholding, and open‑market sales.

On 10/23/2025, 1,297 shares were acquired from restricted stock unit awards. On 10/24/2025, 6,322 shares were issued upon the achievement and vesting of performance stock units granted on 10/24/2022. To cover taxes on vesting, 3,712 shares were withheld at a price of $370.34.

The reporting person exercised options for 1,751 shares at an exercise price of $156.39 and 2,936 shares at an exercise price of $116.36. Subsequent sales occurred on 10/24/2025: 1,839 shares at a weighted average price of $367.54 and 2,848 shares at a weighted average price of $368.32. Following these transactions, beneficial ownership was 10,545 shares, held directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GOLDMAN BARRY R

(Last) (First) (Middle)

C/O ACUITY INC.

1170 PEACHTREE STREET, NE, SUITE 1200

(Street)

ATLANTA GA 30309

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ACUITY INC. (DE) [ AYI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/23/2025		A		1,297(1)	A	$0	7,935	D
Common Stock	10/24/2025		A		6,322(2)	A	$0	14,257	D
Common Stock	10/24/2025		F		3,712(3)	D	$370.34	10,545	D
Common Stock	10/24/2025		M		1,751	A	$156.39	12,296	D
Common Stock	10/24/2025		M		2,936	A	$116.36	15,232	D
Common Stock	10/24/2025		S		1,839	D	$367.54(4)	13,393	D
Common Stock	10/24/2025		S		2,848	D	$368.32(5)	10,545	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option	$156.39	10/24/2025		M			1,751	(6)	10/25/2027	Common Stock	1,751	$0	0	D
Non-Qualified Stock Option	$116.36	10/24/2025		M			2,936	(7)	10/24/2028	Common Stock	2,936	$0	0	D

Explanation of Responses:

1. Restricted stock unit awards were issued pursuant to the Amended and Restated Acuity Inc. 2012 Omnibus Stock Incentive Compensation Plan. The common shares underlying the award vest in three equal annual installments beginning on October 23, 2026.

2. The shares were issued upon the achievement and subsequent vesting of performance stock units (PSUs). These PSUs were granted on October 24, 2022, with a three-year performance period that began September 1, 2022, and ended August 31, 2025. On October 23, 2025, the Compensation and Management Development Committee certified the achievement of the performance measures and authorized the issuance of common stock underlying the PSUs on their vesting date, October 24, 2025.

3. The transactions report the withholding of stock to cover tax liability associated with the vesting of restricted stock units or PSUs held by the reporting person.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $366.97 to $367.95, inclusive. The Reporting Person undertakes to provide to Acuity Inc., any security holder of Acuity Inc., or the staff of the Security and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $368.05 to $368.95, inclusive. The Reporting Person undertakes to provide to Acuity Inc., any security holder of Acuity Inc., or the staff of the Security and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

6. This option vested in equal annual installments over a three-year period and was fully vested on October 25, 2020.

7. This option vested in equal annual installments over a three-year period and was fully vested on October 24, 2021.

Remarks:

	/s/ Chanda Kirchner, Attorney-in-Fact for Barry R. Goldman	10/27/2025
	** Signature of Reporting Person	Date
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FAQ

What did AYI's SVP & General Counsel report on Form 4?

The insider reported RSU and PSU share issuances, tax withholding via share surrender, option exercises, and open‑market sales, ending with 10,545 shares owned directly.

How many shares were issued from PSU vesting for AYI?

The filing shows 6,322 shares were issued upon the achievement and vesting of PSUs granted on 10/24/2022.

What option exercises were disclosed by AYI's insider?

Options were exercised for 1,751 shares at $156.39 and 2,936 shares at $116.36 on 10/24/2025.

What sales of AYI shares were reported and at what prices?

Sales on 10/24/2025 included 1,839 shares at a weighted average of $367.54 and 2,848 shares at a weighted average of $368.32.

Were shares withheld to cover taxes on AYI equity vesting?

Yes. 3,712 shares were withheld at $370.34 to satisfy tax obligations tied to RSU/PSU vesting.

What is the insider’s post‑transaction AYI share ownership?

After all transactions, the insider directly owned 10,545 shares.

When did AYI’s RSU and PSU events occur?

RSUs were acquired on 10/23/2025, and PSUs vested with issuance authorized on 10/23/2025 and shares issued on 10/24/2025.