LTRX

LANTRONIX, INC. 8-K

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0001114925

2026-02-04 2026-02-04

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 4, 2026

LANTRONIX,

INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

1-16027

33-0362767

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

48 Discovery, Suite 250 Irvine, California 92618

(Address of Principal Executive Offices, including zip code)

Registrant’s telephone number, including area code: (949) 453-3990

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class Trading Symbol Name of each exchange on which registered

Common Stock, $0.0001 par value

LTRX

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 Securities Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On February 4, 2026, Lantronix, Inc., a Delaware corporation (the “Company”), issued a press release setting forth the Company’s financial results for its second fiscal quarter ended December 31, 2025.  A copy of the press release is attached hereto as Exhibit 99.1. In addition, a transcript of management’s

prepared remarks for the Company’s second quarter fiscal 2026 investor conference call and audio webcast, scheduled for 1:30 p.m.

Pacific Time (4:30 p.m. Eastern Time) on February 4, 2026, is attached hereto as Exhibit 99.2.

Following the conference call, a replay of the webcast will be available on the Company’s website at www.lantronix.com for one year from the date of the call.

The information furnished under this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

The information disclosed in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.

Description

99.1

Press Release, dated February 4, 2026, reporting the Company’s financial results for the second fiscal quarter ended December 31, 2025

99.2

Transcript of management’s prepared remarks for second quarter fiscal 2026 investor conference call and audio webcast, scheduled for February 4, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LANTRONIX, INC.

By:

/s/ Brent Stringham

Brent Stringham Chief Financial Officer

Date: February 4, 2026

3

LANTRONIX, INC. 8-K

false 0001114925

0001114925

2025-11-05 2025-11-05

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2025

LANTRONIX,

INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

1-16027

33-0362767

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

48 Discovery, Suite 250 Irvine, California 92618

(Address of Principal Executive Offices, including zip code)

Registrant’s telephone number, including area code: (949) 453-3990

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class Trading Symbol Name of each exchange on which registered

Common Stock, $0.0001 par value

LTRX

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 Securities Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On November 5, 2025, Lantronix, Inc., a Delaware corporation (the “Company”), issued a press release setting forth the Company’s financial results for its first fiscal quarter ended September 30, 2025.  A copy of the press release is attached hereto as Exhibit 99.1. In addition, a transcript of management’s

prepared remarks for the Company’s first quarter fiscal 2026 investor conference call and audio webcast, scheduled for 1:30 p.m.

Pacific Time (4:30 p.m. Eastern Time) on November 5, 2025, is attached hereto as Exhibit 99.2.

Following the conference call, a replay of the webcast will be available on the Company’s website at www.lantronix.com for one year from the date of the call.

The information furnished under this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

The information disclosed in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.

Description

99.1

Press Release, dated November 5, 2025, reporting the Company’s financial results for the first fiscal quarter ended September 30, 2025

99.2

Transcript of management’s prepared remarks for first quarter fiscal 2026 investor conference call and audio webcast, scheduled for November 5, 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LANTRONIX, INC.

By:

/s/ Brent Stringham

Brent Stringham Chief Financial Officer

Date: November 5, 2025

3

LANTRONIX, INC. 8-K

false 0001114925

0001114925

2025-08-27 2025-08-27

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2025

LANTRONIX,

INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

1-16027

33-0362767

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

48 Discovery, Suite 250 Irvine, California 92618

(Address of Principal Executive Offices, including zip code)

Registrant’s telephone number, including area code: (949) 453-3990

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class Trading Symbol Name of each exchange on which registered

Common Stock, $0.0001 par value

LTRX

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 Securities Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 27, 2025, Lantronix, Inc., a Delaware corporation (the “Company”), issued a press release setting forth the Company’s financial results for its fourth fiscal quarter ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1. In addition, a transcript of management’s prepared remarks for the Company’s fourth quarter fiscal 2025 investor conference call and audio webcast, scheduled for 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) on August 27, 2025, is attached hereto as Exhibit 99.2.

Following the conference call, a replay of the webcast will be available on the Company’s website at www.lantronix.com for one year from the date of the call.

The information furnished under this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

The information disclosed in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.

Description

99.1

Press Release, dated August 27, 2025, reporting the Company’s financial results for the fourth fiscal quarter ended June 30, 2025.

99.2

Transcript of management’s prepared remarks for fourth quarter fiscal 2025 investor conference call and audio webcast, scheduled for August 27, 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LANTRONIX, INC.

By:

/s/ Brent Stringham

Brent Stringham Chief Financial Officer

Date: August 27, 2025

3