ACUITY INC. (DE)

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. )

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ACUITY INC.

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PROXY STATEMENT AND

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

January 21, 2026

Who We Are

Acuity Inc. (NYSE: AYI)is a market-leading

industrial technology company. We use

technology to solve problems in spaces,

light and more things to come. Through

our two business segments, Acuity Brands

Lighting and Acuity Intelligent Spaces, we

design, manufacture and bring to market

products and services that make a valuable

difference in people’s lives. We achieve

growth through the development of

innovative new products and services,

including lighting, lighting controls, building

management solutions, and an audio, video

and control platform.

We focus on customer outcomes and drive growth

and productivity to increase market share and deliver

superior returns. We look to aggressively deploy capital

to grow the business and to enter attractive new verticals.

Acuity Inc. is based in Atlanta, Georgia, with operations across

North America, Europe and Asia. The Company is powered by

approximately 13,000 dedicated and talented associates.

Our Values

Our values are at the core of our culture and help create a shared purpose for achieving our Company’s strategic goals.

We make decisions based on our values, and these values guide how we treat each other and how we serve our

customers and communities.

Letter to Stockholders

Dear Stockholders:

The Board of Directors (the “Board”) would like to thank you for your ongoing investment and continued confidence in

Acuity Inc. (“Acuity” or the “Company”). We have transformed the Company from principally a luminaires business to a

data and control and luminaires business, and positioned ourselves well for long-term growth.

Fiscal 2025 was an important year for us. We had continued strong financial performance. We renamed our Company to

Acuity Inc., reflecting our evolution and aligning to our strategy of using technology to solve problems and create impactful

experiences that shape how people live, work and connect. We allocated capital effectively, grew our business organically

and through acquisitions, rewarded our stockholders with increased dividends, and opportunistically repurchased more of

our outstanding shares.

In Acuity Brands Lighting (“ABL”), we continued to make our business more predictable, repeatable and scalable. We

realigned the business into luminaires and electronics and delivered improved financial performance. ABL is a high-quality

strategic asset and a core pillar of our Company. Our growth algorithm is clear—we will enter new verticals, we will take

share and we will grow with the market. In ABL, we will continue to focus on product vitality, elevating service levels, using

technology to improve and differentiate both our products and how we operate the business, and driving productivity.

In Acuity Intelligent Spaces (“AIS”), we are making spaces smarter, safer and greener. We acquired and integrated QSC,

LLC (“QSC”). We scaled AIS into a larger part of our overall Company. Through Atrius®, Distech Controls® and QSC®,

we have unique and disruptive technologies that are driving productivity for people experiencing spaces and for the

people who are providing those spaces. In AIS, we will continue to focus on growth with the opportunity for margin

expansion.

At Acuity we are doing things differently. Our values are at the core of who we are, guiding how we serve our customers,

associates and communities. Each of our associates understands how we create value—we grow net sales, we turn

profits into cash and we don’t grow the balance sheet as fast. We are empowered by our Better.Smarter.Faster. operating

system to work in a consistent way. The combination of these things allows us to operate more productively with greater

distribution of responsibility and accountability throughout the Company. It is how we were able to react aggressively to

changes in the macro environment this year and how we were able to quickly and successfully integrate QSC.

Acuity is positioned for long-term growth. We are innovators, disruptors and builders who are creating stakeholder value

and compounding shareholder wealth. As we look ahead to fiscal 2026, the Board is confident in management’s ability to

continue to take the necessary steps to drive our business forward.

We thank our stockholders and other stakeholders for taking the time to engage with us and welcome the opportunity to

hear feedback. We will continue to incorporate your input as we form our practices and policies. See Contacting the

Board of Directors for information about how to reach the Board.

Sincerely,

1170 Peachtree Street, N.E.

Suite 1200

Atlanta, Georgia 30309

Notice of Annual Meeting of Stockholders

Purpose

Stockholders will also consider and act upon such other business as may properly come before the Annual Meeting or any

adjournments or postponements thereof.

Voting

Your vote is important. If you are a stockholder of record, you can vote by one of the following methods. In each case, please

follow the instructions provided on the Notice of Internet Availability or Proxy Card. We encourage you to vote in advance, even if

you plan to participate in the Annual Meeting.

Virtual Stockholders’ Meeting Information

The Annual Meeting will be held in a virtual format only via the Internet. We believe a virtual meeting allows broader access by

our stockholders and other interested parties without restricting participation. You will be able to participate in the Annual Meeting

online and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/AYI2026. You will also be

able to vote your shares electronically at the Annual Meeting. For more information about our virtual Annual Meeting

processes, please see Questions Relating to this Proxy Statement – Information about our Virtual Annual Meeting.

On or about December 11, 2025, we plan to commence mailing of a Notice of Internet Availability of Proxy Materials containing

instructions on how to access our Proxy Statement and our Annual Report on Form 10-K via the Internet and how to vote online.

The Notice of Internet Availability of Proxy Materials also contains instructions on how you can receive a paper copy of the

proxy materials.

By order of the Board,

CHANDA KIRCHNER

Corporate Secretary

December 11, 2025

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on January 21, 2026. The Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.

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