3 unchanged sentences
As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2025.
+Added: The scope of our efforts to comply with the SEC rules included all of our operations except for QSC, LLC (“QSC”), which we acquired on January 1, 2025.
+Added: SEC guidance permits management to omit an assessment of an acquired business' financial reporting from management's assessment of disclosure controls and procedures for a period not to exceed one year from the date of the acquisition.
This evaluation was carried out under the supervision and with the participation of management, including the principal executive officer and principal financial officer.
−Removed: Based on this evaluation, these officers have concluded that the design and operation of our disclosure controls and procedures are effective at a reasonable assurance level as of August 31, 2024.
+Added: Based on this evaluation, which as discussed herein excluded the operations of QSC, these officers have concluded that the design and operation of our disclosure controls and procedures are effective at a reasonable assurance level as of August 31, 2025.
+Added: As of August 31, 2025, QSC assets and net assets after excluding acquired goodwill and intangible assets constituted 7% of both the Company’s consolidated total assets and net assets.
+Added: For the year ended August 31, 2025, QSC net sales and pre-tax income constituted 10% of the Company's net sales and 4% of the Company's pre-tax income, respectively.
However, because all disclosure procedures must rely to a significant degree on actions or decisions made by employees throughout the organization, such as reporting of material events, the Company and its reporting officers believe that they cannot provide absolute assurance that all control issues and instances of fraud or errors and omissions, if any, within the Company will be detected.
6 unchanged sentences
During the fourth quarter of fiscal 2025, none of our directors or Section 16 officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined an Item 408(a) of Regulation S-K).
−Removed: On October 24, 2024, the Company and Karen J.
−Removed: Holcom, the Company’s Senior Vice President and Chief Financial Officer, entered into a fourth amendment to Ms.
−Removed: Holcom's Severance Agreement.
−Removed: The amendment modified the calculation of the minimum bonus component of severance that would be payable to Ms.
−Removed: Holcom on a qualifying termination of employment by replacing its reference to a specified percentage of Ms.
−Removed: Holcom's base salary (100%) with a reference to Ms.
−Removed: Holcom's target annual incentive bonus as in effect at the time of her termination.
−Removed: The foregoing description of the amendment to Ms.
−Removed: Holcom's Severance Agreement is a summary only and is qualified in its entirety by the full text of the amendment, which is filed as Exhibit 10(iii)A(43) to this Annual Report on Form 10-K.
+Added: On October 23, 2025, the Company’s Board of Directors approved up to 50 hours per fiscal year of personal use of Company-leased, operated, owned, or chartered aircraft by the Company’s Chairman, President and Chief Executive Officer (the “CEO”), beginning in fiscal 2026.
+Added: The Board approved this personal use to enhance the security, safety, and business productivity and availability of the CEO while traveling.
+Added: The Company does not intend to provide any tax reimbursement or make-whole payments to the CEO relating to such personal use.
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.
6 unchanged sentences
Executive Compensation.
−Removed: The information required by this item will be included under the captions Director Information, Board and Committees ( including Compensation Committee Interlocks and Insider Participation), Compensation of Directors, Compensation Discussion and Analysis, Report of the Compensation and Management Development Committee, Fiscal 2024 Summary Compensation Table, Fiscal 2024 Grants of Plan-Based Awards, Outstanding Equity Awards at Fiscal 2024 Year-End, Option Exercises and Stock Vested in Fiscal 2024, Pension Benefits in Fiscal 2024, Fiscal 2024 Non-Qualified Deferred Compensation, Employment Arrangements, Potential Payments upon Termination, CEO Pay Ratio, and Equity Compensation Plans of our proxy statement for the annual meeting of stockholders to be held January 22, 2025, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.
+Added: The information required by this item will be included under the captions Director Information, Board and Committees ( including Compensation Committee Interlocks and Insider Participation), Compensation of Directors, Compensation Discussion and Analysis, Equity Award Grant Practices, Report of the Compensation and Management Development Committee, Fiscal 2025 Summary Compensation Table, Fiscal 2025 Grants of Plan-Based Awards, Outstanding Equity Awards at Fiscal 2025 Year-End, Option Exercises and Stock Vested in Fiscal 2025, Pension Benefits in Fiscal 2025, Fiscal 2025 Non-Qualified Deferred Compensation, Employment Arrangements, Potential Payments upon Termination, CEO Pay Ratio, and Equity Compensation Plans of our proxy statement for the annual meeting of stockholders to be held January 21, 2026, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
3 unchanged sentences
Principal Accountant Fees and Services.
−Removed: Our independent registered public accounting firm is Ernst & Young LLP, Atlanta, Georgia, PCAOB ID:
+Added: Our independent registered public accounting firm is Ernst & Young LLP, PCAOB ID:
The information required by this item concerning our principal accountant will be included under the captions Audit Fees and Other Fees, Preapproval Policies and Procedures, and Report of the Audit Committee of our proxy statement for the annual meeting of stockholders to be held January 21, 2026, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.
12 unchanged sentences
Copies of exhibits will be furnished to stockholders upon request at a nominal fee.
−Removed: Requests should be sent to Acuity Brands, Inc., Investor Relations Department, 1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309
+Added: Requests should be sent to Acuity Inc., Investor Relations Department, 1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309
INDEX TO EXHIBITS
−Removed: EXHIBIT 3 (a) Certificate of Amendment to the Restated Certificate of Incorporation of Acuity Brands, Inc., dated as of January 25, 2024.
−Removed: Reference is made to Exhibit 3.1 of registrant’s Form 8-K as filed with the Commission on January 26, 2024, which is incorporated herein by reference.
−Removed: (b) Restated Certificate of Incorporation of Acuity Brands, Inc., dated as of January 25, 2024.
−Removed: Reference is made to Exhibit 3.2 of registrant’s Form 8-K as filed with the Commission on January 26, 2024, which is incorporated herein by reference.
−Removed: (c) Amended and Restated Bylaws of Acuity Brands, Inc., dated as of January 25, 2024.
+Added: EXHIBIT 3 (a) Restated Certificate of Incorporation of Acuity Brands, Inc., dated as of January 25, 2024.
Reference is made to Exhibit 3.2 of registrant’s Form 8-K as filed with the Commission on January 26, 2024, which is incorporated herein by reference.
−Removed: EXHIBIT 4 (a) Form of Certificate representing Acuity Brands, Inc.
−Removed: Common Stock.
−Removed: Reference is made to Exhibit 4.1 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
−Removed: (b) Description of Securities.
+Added: (b) Certificate of Amendment to the Restated Certificate of Incorporation of Acuity Inc., effective as of March 26, 2025.
+Added: Reference is made to Exhibit 3.1 of registrant’s Form 8-K as filed with the Commission on March 12, 2025, which is incorporated herein by reference.
+Added: (c) Amended and Restated Bylaws of Acuity Inc., effective as of March 26, 2025.
+Added: Reference is made to Exhibit 3.3 of registrant’s Form 8-K as filed with the Commission on March 12, 2025, which is incorporated herein by reference.
+Added: EXHIBIT 4 (a) Description of Securities.
Filed with the Commission as part of this Form 10-K.
−Removed: (c) Indenture, dated as of November 10, 2020, between Acuity Brands Lighting, Inc.
+Added: (b) Indenture, dated as of November 10, 2020, between Acuity Brands Lighting, Inc.
Bank National Association, as trustee.
Reference is made to Exhibit 4.1 of registrant's Form 8-K as filed with the Commission on November 10, 2020, which is incorporated herein by reference.
−Removed: (d) First Supplemental Indenture, dated as of November 10, 2020, among Acuity Brands Lighting, Inc., Acuity Brands, Inc.
+Added: (c) First Supplemental Indenture, dated as of November 10, 2020, among Acuity Brands Lighting, Inc., Acuity Brands, Inc.
and ABL IP Holding, LLC, and U.S.
1 unchanged sentence
Reference is made to Exhibit 4.2 of registrant's Form 8-K as filed with the Commission on November 10, 2020, which is incorporated herein by reference.
−Removed: (e) Officer’s Certificate, dated as of November 10, 2020, pursuant to Sections 3.01 and 3.03 of the Indenture, dated November 10, 2020, setting forth the terms of the 2.150% Senior Notes due 2030.
+Added: (d) Officer’s Certificate, dated as of November 10, 2020, pursuant to Sections 3.01 and 3.03 of the Indenture, dated November 10, 2020, setting forth the terms of the 2.150% Senior Notes due 2030.
the 2.150% Senior Notes due 2030.
Reference is made to Exhibit 4.3 of registrant's Form 8-K as filed with the Commission on November 10, 2020, which is incorporated herein by reference.
−Removed: (f) Form of 2.150% Senior Notes due 2030 (included in Exhibit 4.3).
+Added: (e) Form of 2.150% Senior Notes due 2030 (included in Exhibit 4.3).
Reference is made to Exhibit 4.3 of registrant's Form 8-K as filed with the Commission on November 10, 2020, which is incorporated herein by reference.
+Added: (f) Indenture, dated as of July 28, 2025, among Acuity Inc., Acuity Brands Lighting, Inc., ABL IP Holding LLC, Acuity Intelligent Spaces Inc., QSC, LLC and U.S.
+Added: Bank Trust Company, National Association, as trustee.
+Added: Reference is made to Exhibit 4.10 of registrant’s Post-Effective Amendment No.
+Added: 1 to Form S-3 Registration Statement as filed with the Commission on July 28, 2025, which is incorporated herein by reference.
EXHIBIT 10(i) (1) Five-Year Credit Agreement dated June 30, 2022.
Reference is made to Exhibit 10.1 of registrant’s Form 10-Q as filed with the Commission on June 30, 2022, which is incorporated herein by reference.
−Removed: EXHIBIT 10(iii)A Management Contracts and Compensatory Arrangements:
−Removed: (1) Acuity Brands, Inc.
−Removed: Supplemental Deferred Savings Plan.
−Removed: Reference is made to Exhibit 10.14 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
(2) Amendment No.
−Removed: 1 to Acuity Brands, Inc.
−Removed: Supplemental Deferred Savings Plan.
−Removed: Reference is made to Exhibit 10(iii)A(2) of registrant’s Form 10-Q as filed with the Commission on January 14, 2003, which is incorporated by reference.
−Removed: (3) Amendment No.
−Removed: 2 to Acuity Brands, Inc.
−Removed: Supplemental Deferred Savings Plan.
−Removed: Reference is made to Exhibit 10(iii)A8 of the registrant’s Form 10-Q as filed with the Commission on July 14, 2003, which is incorporated by reference.
−Removed: (4) Amendment No.
−Removed: 3 to Acuity Brands, Inc.
−Removed: Supplemental Deferred Savings Plan.
−Removed: Reference is made to Exhibit 10(iii)A(36) of the registrant’s Form 10-K as filed with the Commission on October 29, 2004, which is incorporated by reference.
−Removed: (5) Amendment No.
−Removed: 4 to Acuity Brands, Inc.
−Removed: Supplemental Deferred Savings Plan.
−Removed: Reference is made to Exhibit 99.2 of registrant’s Form 8-K filed with the Commission on July 6, 2006, which is incorporated herein by reference.
−Removed: (6) Amendment No.
−Removed: 5 to Acuity Brands, Inc.
−Removed: Supplemental Deferred Savings Plan.
−Removed: Reference is made to Exhibit 10(iii)A(6) of registrant’s Form 10-Q as filed with the Commission on July 10, 2007, which is incorporated herein by reference.
−Removed: (7) Amended and Restated Acuity Brands, Inc.
−Removed: 2005 Supplemental Deferred Savings Plan, effective as of July 1, 2019.
−Removed: Reference is made to Exhibit 10(b) of the registrant's Form 10-Q as filed with the Commission on July 2, 2019, which is incorporated herein by reference.
−Removed: (8) First Amendment to the Acuity Brands, Inc.
−Removed: 2005 Supplemental Deferred Savings Plan, effective as of October 25, 2021
−Removed: Reference is made to Exhibit 10(iii)A(14) of the registrant’s Form 10-K as filed with the Commission on October 27, 2021, which is incorporated herein by reference.
−Removed: (9) Acuity Brands, Inc.
−Removed: Nonemployee Director Deferred Compensation Plan as Amended and Restated Effective June 29, 2006.
−Removed: Reference is made to Exhibit 99.1 of registrant’s Form 8-K filed with the Commission on July 6, 2006, which is incorporated herein by reference.
−Removed: (10) Amendment No.
−Removed: 2 to Acuity Brands, Inc.
−Removed: Nonemployee Director Deferred Compensation Plan dated October 24, 2008.
−Removed: Reference is made to Exhibit 10(iii)A(86) of the registrant’s Form 10-K as filed with the Commission on October 27, 2008, which is incorporated herein by reference.
+Added: 1 to Credit Agreement, dated as of November 25, 2024, by and among Acuity Brands, Inc., Acuity Brands Lighting, Inc., J.P.
+Added: Morgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.
+Added: Reference is made to Exhibit 10.1 of registrant’s Form 8-K as filed with the Commission on November 27, 2024, which is incorporated herein by reference.
+Added: EXHIBIT 10(iii)A Management Contracts and Compensatory Arrangements:
+Added: (1) Acuity Inc.
+Added: 2005 Supplemental Deferred Savings Plan, as amended and restated effective as of March 26, 2025.
+Added: Reference is made to Exhibit 10(a) of registrant’s Form 10-Q as filed with the Commission on June 26, 2025, which is incorporated herein by reference.
(2) Amended and Restated Acuity Brands, Inc.
2011 Nonemployee Director Deferred Compensation Plan, Effective as of January 5, 2022.
−Removed: Reference is made to Exhibit 10(c) of the registrant's Form 10-Q as filed with the Commission on January 7, 2022, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(c) of registrant's Form 10-Q as filed with the Commission on January 7, 2022, which is incorporated herein by reference.
(3) Acuity Brands, Inc.
Compensation for Non-Employee Directors.
−Removed: Reference is made to Exhibit 10(iii)A(12) of the registrant's Form 10-K as filed with the Commission on October 26, 2022, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(12) of registrant's Form 10-K as filed with the Commission on October 26, 2022, which is incorporated herein by reference.
(4) Acuity Brands, Inc.
14 unchanged sentences
Supplemental Retirement Plan for Executives.
−Removed: Reference is made to Exhibit 10(iii)A(2) of the registrant’s Form 10-Q as filed with the Commission on April 14, 2003, which is incorporated by reference.
+Added: Reference is made to Exhibit 10(iii)A(2) of registrant’s Form 10-Q as filed with the Commission on April 14, 2003, which is incorporated by reference.
(9) Acuity Brands, Inc.
3 unchanged sentences
2002 Supplemental Executive Retirement Plan, As Amended and Restated Effective As of July 1, 2019.
−Removed: Reference is made to Exhibit 10(c) of the registrant's Form 10-Q as filed with the Commission on July 2, 2019, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(c) of registrant's Form 10-Q as filed with the Commission on July 2, 2019, which is incorporated herein by reference.
(11) Amendment No.
15 unchanged sentences
1 to Severance Agreement between Acuity Brands, Inc.
−Removed: Reference is made to Exhibit 10(iii)A(26) of the registrant's Form 10-K as filed with the Commission on October 26, 2023, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(26) of registrant's Form 10-K as filed with the Commission on October 26, 2023, which is incorporated herein by reference.
(18) Form of Change in Control Agreement between Acuity Brands, Inc.
Reference is made to Exhibit 10.5 of registrant’s Form 8-K as filed with the Commission on January 9, 2020, which is incorporated herein by reference.
−Removed: (28) Acuity Brands, Inc.
+Added: (19) Acuity Inc.
Matching Gift Program.
−Removed: Reference is made to Exhibit 10(iii)A(28) of the registrant's Form 10-K as filed with the Commission on October 26, 2023, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(c) of registrant’s Form 10-Q as filed with the Commission on June 26, 2025, which is incorporated herein by reference.
(20) Employment Letter dated November 16, 2005 between Acuity Brands, Inc.
5 unchanged sentences
and Richard K.
−Removed: Reference is made to Exhibit 10(iii)A(81) of the registrant’s Form 10-K as filed with the Commission on October 30, 2009, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(81) of registrant’s Form 10-K as filed with the Commission on October 30, 2009, which is incorporated herein by reference.
(22) Amendment No.
7 unchanged sentences
and Richard K.
−Removed: Reference is made to Exhibit 10(iii)A(4) of the registrant's Form 10-Q as filed with the Commission on April 2, 2014, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(4) of registrant's Form 10-Q as filed with the Commission on April 2, 2014, which is incorporated herein by reference.
(24) Amendment No.
2 unchanged sentences
and Richard K.
−Removed: Reference is made to Exhibit 10(iii)A(46) of the registrant's Form 10-K as filed with the Commission on October 29, 2014, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(46) of registrant's Form 10-K as filed with the Commission on October 29, 2014, which is incorporated herein by reference.
(25) Amendment No.
2 unchanged sentences
and Richard K.
−Removed: Reference is made to Exhibit 10(iii)A(43) of the registrant's Form 10-K as filed with the Commission on October 27, 2015, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(43) of registrant's Form 10-K as filed with the Commission on October 27, 2015, which is incorporated herein by reference.
(26) Amendment No.
2 unchanged sentences
and Richard K.
−Removed: Reference is made to Exhibit 10(iii)A(44) of the registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(44) of registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
(27) Amendment No.
2 unchanged sentences
and Richard K.
−Removed: Reference is made to Exhibit 10(iii)A(45) of the registrant's Form 10-K as filed with the Commission on October 26, 2017, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(45) of registrant's Form 10-K as filed with the Commission on October 26, 2017, which is incorporated herein by reference.
(28) Amendment No.
2 unchanged sentences
and Richard K.
−Removed: Reference is made to Exhibit 10(a) of the registrant's Form 10-Q as filed with the Commission on January 9, 2019, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(a) of registrant's Form 10-Q as filed with the Commission on January 9, 2019, which is incorporated herein by reference.
(29) Amendment No.
2 unchanged sentences
and Richard K.
−Removed: Reference is made to Exhibit 10(b) of the registrant's Form 10-Q as filed with the Commission on April 3, 2019, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(b) of registrant's Form 10-Q as filed with the Commission on April 3, 2019, which is incorporated herein by reference.
(30) Acuity Brands Lighting, Inc.
Severance Agreement, entered into as of March 28, 2018, by and between Acuity Brands Lighting, Inc.
−Removed: Reference is made to Exhibit 10(iii)A(51) of the registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(51) of registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.
(31) Amendment No.
1 unchanged sentence
Severance Agreement between Acuity Brands Lighting, Inc.
−Removed: Reference is made to Exhibit 10(iii)A(52) of the registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(52) of registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.
(32) Amendment No.
1 unchanged sentence
Severance Agreement between Acuity Brands Lighting, Inc.
−Removed: Reference is made to Exhibit 10(iii)A(53) of the registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(53) of registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.
(33) Amendment No.
5 unchanged sentences
Severance Agreement between Acuity Brands Lighting, Inc.
−Removed: Filed with the Commission as part of this Form 10-K.
+Added: Reference is made to Exhibit 10(iii)A(43) of registrant’s Form 10-K as filed with the Commission on October 28, 2024, which is incorporated herein by reference.
(35) Change in Control Agreement, entered into as of March 28, 2018, by and between Acuity Brands, Inc.
−Removed: Reference is made to Exhibit 10(iii)A(54) of the registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(54) of registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.
(36) Amendment No.1 to Acuity Brands, Inc.
Change in Control Agreement between Acuity Brands, Inc.
−Removed: Reference is made to Exhibit 10(iii)A(55) of the registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(55) of registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.
(37) Change in Control Agreement dated March 28, 2018, by and between Acuity Brands, Inc.
−Removed: Reference is made to Exhibit 10(iii)A(81) of the registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(81) of registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.
(38) Amendment No.
1 unchanged sentence
Change in Control Agreement between Acuity Brands, Inc.
−Removed: Reference is made to Exhibit 10(iii)A(82) of the registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(82) of registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.
(39) Severance Agreement dated March 28, 2020, by and between Acuity Brands, Inc.
−Removed: Reference is made to Exhibit 10(iii)A(83) of the registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(83) of registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.
(40) Amendment No.
1 unchanged sentence
Severance Agreement between Acuity Brands, Inc.
−Removed: Reference is made to Exhibit 10(iii)A(84) of the registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(84) of registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.
(41) Amendment No.
1 unchanged sentence
Severance Agreement between Acuity Brands, Inc.
−Removed: Reference is made to Exhibit 10(iii)A(85) of the registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(85) of registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.
(42) Amendment No.
1 unchanged sentence
Severance Agreement between Acuity Brands, Inc.
−Removed: Reference is made to Exhibit 10(iii)A(86) of the registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(86) of registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.
(43) Amendment No.
1 unchanged sentence
Severance Agreement between Acuity Brands, Inc.
−Removed: Reference is made to Exhibit 10(iii)A(80) of the registrant’s Form 10-K as filed with the Commission on October 27, 2021, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(80) of registrant’s Form 10-K as filed with the Commission on October 27, 2021, which is incorporated herein by reference.
(44) Change in Control Agreement dated March 2, 2020, by and between Acuity Brands, Inc.
and Dianne S.
−Removed: Reference is made to Exhibit 10(iii)A(87) of the registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(87) of registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.
(45) Severance Agreement dated March 2, 2020, by and between Acuity Brands, Inc.
and Dianne S.
−Removed: Reference is made to Exhibit 10(iii)A(88) of the registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(88) of registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.
(46) Amendment No.
2 unchanged sentences
and Dianne S.
−Removed: Reference is made to Exhibit 10(iii)A(83) of the registrant’s Form 10-K as filed with the Commission on October 27, 2021, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(83) of registrant’s Form 10-K as filed with the Commission on October 27, 2021, which is incorporated herein by reference.
(47) Form of Indemnification Agreement.
1 unchanged sentence
(48) Form of Stock Notification and Award Agreement for stock options, effective October 24, 2013.
−Removed: Reference is made to Exhibit 10(iii)A(1) of the registrant's Form 10-Q as filed with the Commission on April 2, 2014, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(1) of registrant's Form 10-Q as filed with the Commission on April 2, 2014, which is incorporated herein by reference.
(49) Form of Stock Notification and Award Agreement for stock options, effective October 27, 2014.
−Removed: Reference is made to Exhibit 10(iii)A(66) of the registrant's Form 10-K as filed with the Commission on October 29, 2014, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(66) of registrant's Form 10-K as filed with the Commission on October 29, 2014, which is incorporated herein by reference.
(50) Form of Stock Notification and Award Agreement for stock options, effective April 1, 2016.
−Removed: Reference is made to Exhibit 10(iii)A(1) of the registrant's Form 10-Q as filed with the Commission on April 6, 2016, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(1) of registrant's Form 10-Q as filed with the Commission on April 6, 2016, which is incorporated herein by reference.
(51) Form of Restricted Stock Award Agreement for U.S.
−Removed: Reference is made to Exhibit 10(iii)A(70) of the registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(70) of registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
(52) Form of Restricted Stock Unit Award Agreement for Non-U.S.
−Removed: Reference is made to Exhibit 10(iii)A(72) of the registrant's Form 10-K as filed with the Commission on October 26, 2017, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(72) of registrant's Form 10-K as filed with the Commission on October 26, 2017, which is incorporated herein by reference.
(53) Form of Nonqualified Stock Option Award Agreement.
−Removed: Reference is made to Exhibit 10(iii)A(72) of the registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(72) of registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
(54) Form of Nonqualified Stock Option Award Agreement for Named Executive Officers.
−Removed: Reference is made to Exhibit 10(iii)A(73) of the registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
−Removed: (64) Amended and Restated Acuity Brands, Inc.
−Removed: 2012 Omnibus Stock Incentive Compensation Plan.
−Removed: Reference is made to Appendix B of the registrant’s Proxy Statement as filed with the Commission on November 22, 2021, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(73) of registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
(55) Acuity Brands, Inc.
2017 Management Cash Incentive Plan.
−Removed: Reference is made to Annex B of the registrant’s Proxy Statement as filed with the Commission on November 21, 2017, which is incorporated herein by reference.
+Added: Reference is made to Annex B of registrant’s Proxy Statement as filed with the Commission on November 21, 2017, which is incorporated herein by reference.
(56) Form of Restricted Stock Award Agreement for U.S.
−Removed: Reference is made to Exhibit 10(iii)A(1) of the registrant's Form 10-Q as filed with the Commission on April 4, 2018, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(1) of registrant's Form 10-Q as filed with the Commission on April 4, 2018, which is incorporated herein by reference.
(57) Form of Restricted Stock Award Agreement for Directors.
−Removed: Reference is made to Exhibit 10(iii)A(3) of the registrant's Form 10-Q as filed with the Commission on April 4, 2018, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(3) of registrant's Form 10-Q as filed with the Commission on April 4, 2018, which is incorporated herein by reference.
(58) Restricted Stock Award Agreement for Non-Employee Director.
−Removed: Reference is made to Exhibit 10(a) of the registrant's Form 10-Q as filed with the Commission on January 7, 2022, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(a) of registrant's Form 10-Q as filed with the Commission on January 7, 2022, which is incorporated herein by reference.
(59) Deferred Stock Unit Award Agreement Non-Employee Directors.
−Removed: Reference is made to Exhibit 10(b) of the registrant's Form 10-Q as filed with the Commission on January 7, 2022, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(b) of registrant's Form 10-Q as filed with the Commission on January 7, 2022, which is incorporated herein by reference.
(60) Acuity Brands, Inc.
Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan Global Performance Unit Notification and Award Agreement.
−Removed: Reference is made to Exhibit 10(iii)A(93) of the registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(93) of registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.
(61) Acuity Brands, Inc.
3 unchanged sentences
Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan Global Restricted Stock Unit Notification and Award Agreement.
−Removed: Reference is made to Exhibit 10(iii)A(94) of the registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(94) of registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.
(63) Acuity Brands, Inc.
4 unchanged sentences
Reference is made to Exhibit 10(1) of registrant's Form 10-Q as filed with the Commission on January 9, 2023, which is incorporated herein by reference.
−Removed: (75) Acuity Brands, Inc.
+Added: (65) Acuity Inc.
Non-Employee Director Compensation Schedule.
−Removed: Reference is made to Exhibit 10(1) of registrant's Form 10-Q as filed with the Commission on April 4, 2023, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(a) of registrant’s Form 10-Q as filed with the Commission on April 3, 2025, which is incorporated herein by reference.
(66) Acuity Brands, Inc.
3 unchanged sentences
Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan Global Performance Unit Notification and Award Agreement (ROIC Performance Award).
−Removed: Reference is made to Exhibit 10(iii)A(76) of the registrant's Form 10-K as filed with the Commission on October 26, 2023, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(76) of registrant's Form 10-K as filed with the Commission on October 26, 2023, which is incorporated herein by reference.
(68) Acuity Brands, Inc.
Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan Global Performance Unit Notification and Award Agreement (rTSR Performance Award).
−Removed: Reference is made to Exhibit 10(iii)A(77) of the registrant's Form 10-K as filed with the Commission on October 26, 2023, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(77) of registrant's Form 10-K as filed with the Commission on October 26, 2023, which is incorporated herein by reference.
(69) Acuity Brands, Inc.
Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan Global Restricted Stock Unit Notification and Award Agreement
−Removed: Reference is made to Exhibit 10(iii)A(78) of the registrant's Form 10-K as filed with the Commission on October 26, 2023, which is incorporated herein by reference.
−Removed: (80) Acuity Brands, Inc.
−Removed: Incentive-Based Compensation Recoupment Policy As Amended and Restated Effective as of October 2, 2023.
−Removed: Reference is made to Exhibit 10(iii)A(79) of the registrant's Form 10-K as filed with the Commission on October 26, 2023, which is incorporated herein by reference.
−Removed: (81) Acuity Brands, Inc.
−Removed: Short-Term Incentive Plan As Amended and Restated Effective as of September 28, 2023.
−Removed: Reference is made to Exhibit 10(iii)A(80) of the registrant's Form 10-K as filed with the Commission on October 26, 2023, which is incorporated herein by reference.
+Added: Reference is made to Exhibit 10(iii)A(78) of registrant's Form 10-K as filed with the Commission on October 26, 2023, which is incorporated herein by reference.
+Added: (70) Acuity Inc.
+Added: Short-Term Incentive Plan, as Amended and Restated Effective as of March 26, 2025.
+Added: Reference is made to Exhibit 10(e) of registrant’s Form 10-Q as filed with the Commission on June 26, 2025, which is incorporated herein by reference.
+Added: (71) Acuity Inc.
+Added: 2011 Nonemployee Director Deferred Compensation Plan, (Amended and Restated Effective as of March 26, 2025).
+Added: Reference is made to Exhibit 10(b) of registrant’s Form 10-Q as filed with the Commission on June 26, 2025, which is incorporated herein by reference.
+Added: (72) Amended and Restated Acuity Inc.
+Added: 2012 Omnibus Stock Incentive Compensation Plan.
+Added: Reference is made to Exhibit 10(d) of registrant’s Form 10-Q as filed with the Commission on June 26, 2025, which is incorporated herein by reference
+Added: (73) Acuity Inc.
+Added: Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan Global Performance Unit Notification and Award Agreement (ROIC Performance Award).
+Added: Reference is made to Exhibit 10(c) of registrant’s Form 10-Q as filed with the Commission on April 3, 2025, which is incorporated herein by reference.
+Added: (74) Acuity Inc.
+Added: Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan Global Performance Unit Notification and Award Agreement (rTSR Performance Award).
+Added: Reference is made to Exhibit 10(d) of registrant’s Form 10-Q as filed with the Commission on April 3, 2025, which is incorporated herein by reference.
+Added: (75) Acuity Inc.
+Added: Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan Global Restricted Stock Unit Notification and Award Agreement.
+Added: Reference is made to Exhibit 10(e) of registrant’s Form 10-Q as filed with the Commission on April 3, 2025, which is incorporated herein by reference.
EXHIBIT 19 Insider Trading Policy.
3 unchanged sentences
EXHIBIT 22 List of Guarantors and Subsidiary Issuers of Guaranteed Securities.
−Removed: Filed with the Commission as part of this Form 10-K.
+Added: Reference is made to Exhibit 22 of registrant’s Form 10-Q as filed with the Commission on April 3, 2025, which is incorporated herein by reference.
EXHIBIT 23 Consent of Independent Registered Public Accounting Firm.
12 unchanged sentences
Filed with the Commission as part of this Form 10-K.
+Added: EXHIBIT 97 Acuity Inc.
+Added: Incentive-Based Compensation Recoupment Policy.
+Added: Filed with the Commission as part of this Form 10-K.
EXHIBIT 101 .INS XBRL Instance Document The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
13 unchanged sentences
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: ACUITY BRANDS, INC.
October 27, 2025 By:
16 unchanged sentences
* Director October 27, 2025
−Removed: * Director October 28, 2024
HOLCOM Attorney-in-Fact October 27, 2025
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.