AGILYSYS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

AGILYSYS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☑ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF

2025 ANNUAL MEETING OF STOCKHOLDERS

Please join us for the Agilysys, Inc. 2025 Annual Meeting of Stockholders to be held on Thursday, September 4, 2025, at 8:00 a.m., Pacific time at the Company's offices at 6795 S. Agilysys Way, Suite 220, Las Vegas, Nevada 89113.

The purposes of the Annual Meeting are:

To elect the eight director nominees named in the attached Proxy Statement;

To approve, on a non-binding advisory basis, the compensation of our named executive officers;

To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2026; and

To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Stockholders of record at the close of business on July 9, 2025, are entitled to vote at the Annual Meeting. It is important to vote your shares at the Annual Meeting, regardless of whether you plan to attend the meeting. In addition to voting by mail, you may vote by telephone or internet. Please refer to your proxy card and the Proxy Statement for information regarding how to vote by telephone or internet.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders

to be held on September 4, 2025.

We are pleased to announce that we are delivering your proxy materials for the 2025 Annual Meeting of Stockholders via the Internet. The Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, are available at www.envisionreports.com/AGYS. Because we are delivering proxy materials via the Internet, the Securities and Exchange Commission requires us to mail a letter to our stockholders notifying them that these materials are available on the Internet and how these materials may be accessed. This letter, which we refer to as our “Notice and Access Letter,” will be mailed to our stockholders on or about July 18, 2025.

Our Notice and Access Letter will instruct you on how to access and review our proxy statement for the 2025 Annual Meeting of Stockholders and our Annual Report on Form 10-K for the fiscal year ended March 31, 2025. It will instruct you on how you may vote your proxy via the Internet, or how you can request a full set of printed proxy materials, including a proxy card to return by mail. If you would like to receive printed proxy materials, you should follow the instructions contained in our Notice and Access Letter. Unless requested, you will not receive printed proxy materials by mail.

TABLE OF

CONTENTS

Proxy Statement