HOLCOM KAREN J 4

What Happened Karen J. Holcom, Chief Financial Officer of Acuity Inc. (AYI), exercised 897 stock options on January 28, 2026 at an exercise price of $239.76 per share (cost = $215,065) and sold 4,974 shares in an open-market transaction at $309.23 per share for proceeds of $1,538,110. The Form 4 also reports a derivative disposition of 897 shares at $0, which commonly reflects shares withheld or surrendered related to the option exercise.

Key Details

• Transaction date: 2026-01-28.
• Exercise: 897 options at $239.76 each — total exercise cost reported $215,065.
• Sale: 4,974 shares sold at $309.23 each — gross proceeds $1,538,110.
• Derivative disposition: 897 shares at $0 (reported separately) — typically represents shares withheld/surrendered in connection with the exercise.
• Footnotes: Transactions executed automatically under a Rule 10b5-1 trading plan adopted by Holcom on October 29, 2025 (F1). The option exercised vested in equal annual installments and was fully vested on October 24, 2019 (F2).
• Shares owned after the transactions: not disclosed in this filing.
• Filing timeliness: no late filing flag indicated in the reported Form 4.

Context

• This was an option exercise combined with an open-market sale. Because the sale was made under a Rule 10b5-1 plan (pre-set trading plan), it was executed automatically and is commonly viewed as routine liquidity rather than a discretionary trade by the insider.
• The separate derivative line at $0 likely reflects shares withheld to cover taxes or the exercise settlement (a common cashless/withholding practice); the reported sale volume exceeds the exercised shares, indicating Holcom also sold previously held shares.
• For retail investors: purchases by insiders can be a stronger bullish signal than routine sales; this filing documents insider liquidity rather than a clear buy signal.