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Acuity Inc. 2012 年综合股票激励计划更新注册

ACUITY INC. (DE) (0001144215) (Filer)

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Acuity Inc. 注册 50 万份额外普通股以实施更新的 2012 年综合股票激励计划。该注册文件引用了公司 2025 财年财报及多份季度报告和 8-K 文件。计划旨在通过股票激励吸引和留住人才。

正文

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.
2.The Registrant’s Quarterly Reports on Form 10-Q for the period ended November 30, 2025, filed with the Commission on January 8, 2026, for the period ended February 28, 2026 filed with the Commission on April 2, 2026, and for the period ended May 31, 2026 filed with the Commission on June 25, 2026.
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.

Exhibit
Number
  Exhibit Description
     
(4.1)   Restated Certificate of Incorporation of Acuity Brands, Inc., dated as of January 25, 2024 (Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on January 26, 2024).
     
(4.2)   Certificate of Amendment to the Restated Certificate of Incorporation of Acuity Inc., effective as of March 26, 2025 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 12, 2025).
     
(4.3)   Amended and Restated Bylaws of Acuity Inc., effective as of March 26, 2025 (Incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 12, 2025).
     
(4.4)   Amended and Restated Acuity Inc. 2012 Omnibus Stock Incentive Compensation Plan  (Incorporated by reference to Exhibit 10(d) to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on June 26, 2025).
     
(5)*   Opinion of Foley & Lardner LLP.
     
(23.1)*   Consent of Ernst & Young LLP, the Registrant’s Independent Registered Public Accounting Firm.
     
(23.2)*   Consent of Foley & Lardner LLP (contained in Exhibit (5)).
     
(24)   Powers of Attorney (included on the signature page to this Registration Statement).
     
(107)*   Filing Fee Table.

*Filed herewith

3

SIGNATURES

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

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