UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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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 | ||