Acuity (NYSE: AYI) director takes fees as 546 deferred stock units

Rhea-AI Filing Summary

Acuity Brands director Michael J. Bender received 546 Deferred Restricted Stock Units (DSUs) on January 21, 2026. These derivative awards were acquired at a stated price of $0 per unit as part of his annual director compensation.

The DSUs were issued under Acuity’s Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan following Bender’s election to take a portion of his director fees in DSUs rather than cash. Each DSU is exchangeable on a 1‑for‑1 basis for a share of Acuity common stock.

The DSUs will vest in full on the first anniversary of the grant date, or earlier if the next annual stockholder meeting occurs sooner. After vesting, they will be paid out upon Bender’s retirement, either in a lump sum or in five annual installments. The number of DSUs granted was based on a reference stock price of $320.59, calculated as the average of the high and low trading prices over the five trading days before the grant.

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

OMB APPROVAL

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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^*

Bender Michael J

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2026

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

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
Deferred Restricted Stock Units	(1)	01/21/2026		A		546(2)		01/21/2027(2)	(2)	Common Stock	546	$0(3)	546	D

Explanation of Responses:

1. 1-for-1

2. Deferred Restricted Stock Units (DSUs) issued pursuant to the Issuer's Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan. The DSUs resulted from the Reporting Person's election to receive a portion of annual director fees in the form of a DSU. The DSUs will vest in full on the first anniversary of the grant date, or, if earlier, the date of the next subsequent annual meeting of the Issuer's stockholders following the grant date. Once vested, DSUs will be payable upon retirement in either lump sum or five annual installments.

3. The number of DSUs received was calculated based on $320.59, which was the average of the high and low sales prices of a share of the Issuer's common stock on the five trading dates immediately preceding the date of grant.

Remarks:

	Chanda Kirchner, Attorney-in-Fact for Michael J. Bender	01/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Acuity Inc. (AYI) disclose in this Form 4 for Michael J. Bender?

The filing shows that director Michael J. Bender acquired 546 Deferred Restricted Stock Units (DSUs) on January 21, 2026 as part of his annual director compensation, increasing his beneficial holdings of this derivative security to 546 units.

How many Acuity (AYI) deferred stock units did the director receive and at what price?

Bender received 546 DSUs in a single acquisition transaction coded "A". The DSUs are shown with a transaction price of $0 per unit, reflecting their nature as equity compensation rather than a market purchase.

How were the 546 DSUs for Acuity Inc. (AYI) calculated?

The number of DSUs was determined using a reference price of $320.59 per share, which was the average of the high and low sales prices of Acuity common stock over the five trading days immediately before the grant date. A portion of Bender’s director fees was converted into DSUs using this price.

When do Michael J. Bender’s Acuity (AYI) DSUs vest and when are they paid?

The 546 DSUs will vest in full on the first anniversary of the January 21, 2026 grant date, or earlier if the next annual stockholder meeting occurs sooner. Once vested, they will be payable upon Bender’s retirement, either in a lump sum or in five annual installments.

What plan governs the DSUs reported by Acuity Inc. (AYI) for its director?

The DSUs were issued under Acuity’s Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan after Bender elected to receive a portion of his annual director fees in the form of DSUs rather than cash.

Are the Acuity (AYI) DSUs held directly or indirectly by the director?

The filing shows the 546 DSUs as directly owned by Michael J. Bender, with the ownership form listed as "D" (direct) and no indirect ownership entity noted in the nature of ownership field.