[8-K] Lantronix Inc Reports Material Event

Rhea-AI Filing Summary

Lantronix, Inc. (NASDAQ: LTRX) has filed an 8-K announcing a board change under Item 5.02. On 7 July 2025 the Board voted to expand its size from five to six members and appointed James C. Auker as a non-employee director effective 8 July 2025. The appointment fulfills a commitment in a Cooperation Agreement dated 24 June 2025 with Chain of Lakes Investment Fund, LLC and two affiliated shareholders.

Compensation: Mr. Auker will receive director compensation consistent with Lantronix’s standard non-employee director program (summarised in Exhibit 10.32 of the 2022 10-K). Specifically, he will be granted 10,387 restricted stock units (RSUs) under the 2020 Performance Incentive Plan. The award is prorated and vests in full on 5 November 2025.

Governance & Compliance: The Board determined that Mr. Auker meets Nasdaq and SEC independence and financial-literacy requirements. An indemnification agreement identical to existing director agreements will be executed.

Materiality: No related-party transactions requiring disclosure under Item 404(a) were identified. The filing contains no financial performance data or changes to guidance; impact is therefore limited to governance matters.

Positive

• Board independence enhanced: appointment of an additional independent director meeting Nasdaq and SEC standards.
• Shareholder alignment: fulfills obligations in Cooperation Agreement, potentially reducing activist pressure.
• Minimal dilution: RSU grant of 10,387 shares is immaterial relative to total shares outstanding.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Board expanded to six seats; independent director added per cooperation pact—routine but marginally strengthens governance.

The addition of James C. Auker satisfies obligations under a recent shareholder agreement and marginally improves board independence metrics. Compensation aligns with peer practice via prorated 10,387-RSU grant, avoiding cash outlay. Absence of related-party dealings reduces conflict-risk. From a governance lens the change is positive yet not materially transformative; no committee assignments or leadership shifts were disclosed.

Portfolio Manager

TL;DR: Governance tweak; negligible immediate valuation impact—monitor shareholder cooperation dynamics.

The appointment delivers on the 24 June cooperation accord, signalling constructive engagement with an active shareholder group. While improved board depth is welcome, today’s filing lacks operational or financial catalysts. Equity dilution from 10,387 RSUs is de minimis (<0.03% of shares outstanding). Overall, the item is neutral for near-term price action; long-term effect depends on whether the new director drives strategic shifts.

false 0001114925 0001114925 2025-07-07 2025-07-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): July 7, 2025

LANTRONIX, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		1-16027		33-0362767
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
48 Discovery, Suite 250 Irvine, California 92618
(Address of Principal Executive Offices, including zip code)
Registrant’s telephone number, including area code: (949) 453-3990
Not Applicable
(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	Name of each exchange on which registered
Common Stock, $0.0001 par value	LTRX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 7(a)(2)(B) of Securities Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 7, 2025, the board of directors (the “Board”) of Lantronix, Inc. (the "Company") approved an increase in the size of the Board from five to six members, and appointed James C. Auker as a non-employee director to fill the vacancy created by the increase in the size of the Board, effective as of July 8, 2025. Mr. Auker was appointed pursuant to the Cooperation Agreement entered into between the Company and Chain of Lakes Investment Fund, LLC, Haluk L. Bayraktar, and Emre Aciksoz, dated June 24, 2025, pursuant to which the Company agreed, among other things, to take all necessary action as promptly as practicable to appoint Mr. Auker to the Board. There are no related party transactions between the Company and Mr. Auker that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Auker will be compensated for his services as a director in accordance with the Company’s standard compensation program for non-employee directors, which is summarized in Exhibit 10.32 to the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission ("SEC”) on August 29, 2022. Pursuant to these arrangements, Mr. Auker will be offered a grant of 10,387 restricted stock units ("RSUs”) under the Company’s 2020 Performance Incentive Plan. These RSUs will vest in full on November 5, 2025, the first anniversary of the Company’s 2024 annual meeting of stockholders. This RSU grant represents a pro-rated amount of the annual equity grant to the Company’s non-employee directors.

The Board has determined that Mr. Auker satisfies the independence and financial literacy requirements under the applicable rules and regulations of the Nasdaq Stock Market and the SEC.

In connection with Mr. Auker’s appointment as a director of the Company, the Company and Mr. Auker will enter into an Indemnification Agreement, the terms of which are identical in all material respects to the form of indemnification agreement that the Company has previously entered into with each of its directors, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the SEC on June 20, 2016.

2

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.

	LANTRONIX, INC.
	By:		/s/ Brent Stringham
			Brent Stringham Chief Financial Officer

Date: July 11, 2025

3

FAQ

Why did Lantronix (LTRX) expand its board to six directors?

The expansion enables the company to appoint James C. Auker, satisfying a 24 June 2025 Cooperation Agreement with certain shareholders.

Is the new Lantronix director considered independent?

Yes. The Board determined Mr. Auker meets Nasdaq and SEC independence and financial-literacy requirements.

What equity compensation will James C. Auker receive?

He will be granted 10,387 RSUs that vest in full on 5 November 2025 under the 2020 Performance Incentive Plan.

Are there any related-party transactions between Lantronix and Mr. Auker?

No. The filing states there are no transactions requiring disclosure under Item 404(a) of Regulation S-K.

Does the 8-K include any financial results or guidance updates?

No. The report is limited to governance changes and contains no earnings or guidance information.