Registration No. 333-________
As filed with the United States Securities and Exchange Commission on October 21, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ACUITY INC.
(Exact name of registrant as specified in its charter)
| Delaware | 58-2632672 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1170 Peachtree Street, N.E.
Suite 1200
Atlanta, Georgia 30309
(Address, including zip code, of registrant’s principal executive offices)
Amended and Restated Acuity Inc. 2012 Omnibus Stock Incentive Compensation Plan
(Full title of the plan)
Barry R. Goldman
Senior Vice President and General Counsel
Acuity Inc.
1170 Peachtree Street, N.E., Suite 1200
Atlanta, Georgia 30309
(404) 853-1400
Copies to:
Jason Hille
Foley & Lardner LLP
777 E Wisconsin Ave.
Milwaukee, WI 53202
(414) 271-2400
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
| 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 the Securities Act. ¨
STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
The purpose of this Registration Statement is to register the offer and sale of 500,000 additional shares of common stock, par value $0.01 per share (“Common Stock”), of Acuity Inc. (the “Registrant”) in connection with the Amended and Restated Acuity Inc. 2012 Omnibus Stock Incentive Compensation Plan.
Pursuant to General Instruction E of Form S-8, the contents of the Registrant’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on January 30, 2012 (as amended by the Post-Effective Amendment No. 1 filed on January 31, 2022) (Reg. No. 333-179243), January 11, 2013 (Reg. No. 333-185971), January 11, 2018 (Reg. No. 333-222510), and January 31, 2022 (Reg. No. 333-262426), including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference and deemed to be a part hereof:
| 1. | The Registrant’s Annual Report on Form 10-K for the fiscal year ended August 31, 2025, filed with the Commission on October 27, 2025. |
| 3. | The Registrant’s Current Reports on Form 8-K filed with the Commission on January 23, 2026, May 13, 2026 and September 29, 2026. |
| 4. | The description of the Registrant’s Common Stock contained in Exhibit 4(a) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended August 31, 2025, filed with the Commission on October 27, 2025. |
| 5. | All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold. |
A statement contained in any incorporated document shall be modified or superseded for the purposes of this Registration Statement if it is modified or superseded by a document which is also incorporated in this Registration Statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
2
| Item 8. | Exhibits. |
The following exhibits, as required by Item 601 of Regulation S-K, are attached or incorporated by reference, as indicated below.
*Filed herewith
3
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 21, 2026.
| ACUITY INC. | ||
| By: | /s/ Karen J. Holcom | |
| Karen J. Holcom | ||
| Senior Vice President and Chief Financial Officer | ||
Each person whose individual signature appears below hereby authorizes and appoints Neil M. Ashe and Karen J. Holcom, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead to execute in the name and on behalf of each person, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on October 21, 2026.
| Signature | Title | |
| /s/ Neil M. Ashe | Chairman, Director, President and Chief Executive Officer | |
| Neil M. Ashe | (Principal Executive Officer) | |
| /s/ Karen J. Holcom | Senior Vice President and Chief Financial Officer | |
| Karen J. Holcom | (Principal Financial and Accounting Officer) | |
| /s/ Marcia J. Avedon | Director | |
| Marcia J. Avedon, Ph.D. | ||
| /s/ W. Patrick Battle | Director | |
| W. Patrick Battle | ||
| /s/ Michael J. Bender | Director | |
| Michael J. Bender |
S-1
| Signature | Title | |
| /s/ G. Douglas Dillard, Jr. | Director | |
| G. Douglas Dillard, Jr. | ||
| /s/ James H. Hance, Jr. | Director | |
| James H. Hance, Jr. | ||
| /s/ Maya Leibman | Director | |
| Maya Leibman | ||
| /s/ Laura G. O’Shaughnessy | Director | |
| Laura G. O’Shaughnessy | ||
| /s/ Mark J. Sachleben | Director | |
| Mark J. Sachleben | ||
| /s/ Nicholas Tzitzon | Director | |
| Nicholas Tzitzon |
S-2
Exhibit 5
|
ATTORNEYS AT LAW
777 East Wisconsin Avenue Milwaukee, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX foley.com |
October 21, 2026
Acuity Inc.
1170 Peachtree Street, N.E.
Suite 1200
Atlanta, Georgia 30309
Ladies and Gentlemen:
We have acted as counsel for Acuity Inc., a Delaware corporation (the “Company”), in conjunction with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to 500,000 shares (the “Registered Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), that may be issued pursuant to the Amended and Restated Acuity Inc. 2012 Omnibus Stock Incentive Compensation Plan (the “Plan”).
In connection with our representation, we have examined: (i) the Plan and related documents; (ii) the Registration Statement, including the exhibits (including those incorporated by reference) constituting a part of the Registration Statement; (iii) the Restated Certificate of Incorporation of the Company, as amended; (iv) the Amended and Restated Bylaws of the Company; (v) the resolutions of the Company’s Board of Directors relating to the Plan and the issuance of Common Stock thereunder; and (vi) such other corporate proceedings, documents and records as we have deemed necessary or appropriate to enable us to render this opinion. In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.
It is understood that this opinion is to be used only in connection with the offer and sale of the Registered Shares while the Registration Statement is effective.
We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus that forms a part thereof, other than as expressly stated herein with respect to the issuance of the Registered Shares.
Based upon the foregoing, we are of the opinion that each of the Registered Shares, if and when issued by the Company pursuant to the terms and conditions of the Plan and as contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable.
AUSTIN | BOSTON | BRUSSELS | CHICAGO | DALLAS | DENVER | DETROIT | HOUSTON | JACKSONVILLE | LOS ANGELES MADISON | MEXICO CITY | MIAMI | MILWAUKEE | NASHVILLE | NEW YORK | ORLANDO | RALEIGH | SACRAMENTO | SALT LAKE CITY SAN DIEGO | SAN FRANCISCO | SILICON VALLEY | TALLAHASSEE | TAMPA | TOKYO | WASHINGTON, D.C.
Acuity Inc.
October 21, 2026
Page 2
We consent to the use of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.
| Very truly yours, | |
| /s/ Foley & Lardner LLP | |
| Foley & Lardner LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Amended and Restated Acuity Inc. 2012 Omnibus Stock Incentive Compensation Plan of Acuity Inc. of our reports dated October 27, 2025, with respect to the consolidated financial statements of Acuity Inc. and the effectiveness of internal control over financial reporting of Acuity Inc. included in its Annual Report (Form 10-K) for the year ended August 31, 2025, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Atlanta, Georgia
October 21, 2026
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Calculation of Filing Fee Tables |
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Table 1: Newly Registered Securities |
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Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
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|---|---|---|---|---|---|---|---|---|
| 1 |
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$
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$
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$
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Total Offering Amounts: |
$
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$
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Total Fee Offsets: |
$
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Net Fee Due: |
$
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Offering Note |
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1 |
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| Table 2: Fee Offset Claims and Sources |
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| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | |||||||||||||
| Fee Offset Sources | |||||||||||||