Form 8-K

8-K — LANTRONIX INC

Accession: 0001683168-26-006732

Filed: 2026-08-26

Period: 2026-08-26

CIK: 0001114925

SIC: 3576 (COMPUTER COMMUNICATIONS EQUIPMENT)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — lantronix_8k.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED AUGUST 26, 2026 (lantronix_ex9901.htm)

EX-99.2 — TRANSCRIPT OF MANAGEMENTS PREPARED REMARKS (lantronix_ex9902.htm)

GRAPHIC (image_001.jpg)

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8-K — CURRENT REPORT

8-K (Primary)

Filename: lantronix_8k.htm · Sequence: 1

LANTRONIX, INC. 8-K

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2026-08-26

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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):

August 26, 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.)

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 26, 2026, 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, 2026. 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 2026 investor conference call and

audio webcast, scheduled for 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) on August 26, 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 August 26, 2026, reporting the Company’s financial results for the fourth fiscal quarter ended June 30, 2026.

99.2

Transcript of management’s prepared remarks for fourth quarter fiscal 2026 investor conference call and audio webcast, scheduled for August 26, 2026.

104

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

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.

Date: August 26, 2026

By:

/s/ Brent Stringham

Brent Stringham

Chief Financial Officer

EX-99.1 — PRESS RELEASE, DATED AUGUST 26, 2026

EX-99.1

Filename: lantronix_ex9901.htm · Sequence: 2

Exhibit 99.1

Lantronix Reports Fiscal Fourth-Quarter and

Full-Year 2026 Financial Results

· Fourth-Quarter

Revenue Increased 8% Year- Over- Year to $31.2 Million

· GAAP

EPS of ($0.01)

· Non-GAAP

EPS of $0.04

· Fiscal

2026 Unmanned Systems Revenue of $12.6 Million, Above the Midpoint of the Prior Guidance Range

· $60 Million in Cash and No Debt at Year-End

· Company Expects Double-Digit Revenue Growth

in Fiscal 2027

IRVINE, Calif., Aug. 26, 2026 — Lantronix

Inc. (Nasdaq: LTRX), a global provider of Edge AI and Industrial IoT solutions that power NDAA-compliant unmanned systems,

critical infrastructure and resilient enterprise networks, today reported results for the fiscal fourth quarter and full year ended June

30, 2026.

Management Commentary

“Fiscal 2026 was a year of measurable progress for Lantronix,”

said Saleel Awsare, president and CEO of Lantronix. “We returned the core business to growth, significantly strengthened our balance

sheet, and closed the year with our fifth consecutive quarter of sequential revenue growth. We also established unmanned systems as a

meaningful growth engine, expanded recurring revenue, and continued transforming Lantronix from a broad-based hardware provider into a

more focused, higher-margin solutions platform.

“Today, we are seeing strong momentum across our three strategic

focus areas: unmanned systems, critical infrastructure, and enterprise networking. Unmanned systems grew from a minimal contribution a

year ago to $12.6 million in fiscal 2026 revenue, and we expect the business to represent 15% to 20% of total revenue in fiscal 2027.

As we move further up the technology stack and expand our role across the broader autonomy ecosystem, we believe Lantronix is becoming

the go-to edge compute company for unmanned systems. At the same time, our IoT Systems business is reaccelerating, and the Nero Global

Tracking acquisition is expanding ARR while moving Software & Services above 10% of total revenue on a pro forma basis. We enter fiscal

2027 in the strongest financial position in our company’s history, with multiple engines of profitable growth and confidence in

our ability to deliver double-digit revenue growth in the year ahead.”

Q4 FY2026 Financial Results

Net Revenue:

$31.2 million

GAAP EPS: ($0.01)

Non-GAAP EPS: $0.04

FY2026 Financial Results

Net Revenue: $120.9 million

GAAP EPS: ($0.10)

Non-GAAP EPS: $0.15

Q4 FY2026 and Recent Business Highlights

Unmanned Systems Momentum

○

Generated

$12.6 million in fiscal 2026 drone unmanned systems revenue, above the midpoint of the Company’s previously communicated

$10 million to $14 million outlook, compared with a minimal contribution in fiscal 2025.

○

Expanded active unmanned systems engagements to more than

30 at year-end from approximately 10 at the beginning of FY 2026.

○

Collaboration with Swarmer, Inc. (Nasdaq: SWMR) to develop

a custom compute platform based on Lantronix’s system-on-module technology, providing more than four times the onboard AI processing

power to support combat-proven autonomy software across Group 1 unmanned aerial systems for Ukraine, the United States and allied defense

programs.

○

Partnership with DoD Solution, an Estonian-Ukrainian developer

of onboard drone autonomy platforms, integrating Lantronix’s Qualcomm-based Open-Q™ 6490CS platform with DoD Solution’s

AURA AI platform to support FPV drones, fixed-wing UAVs and interceptor systems.

○

Partnership

with AVT Australia, a CACI company, integrating Lantronix’s system-on-module technology into advanced gimballed camera

payloads for unmanned systems.

Acquired Vecima Networks’ Industrial IoT business,

including its Nero Global Tracking SaaS platform, which is expected to add approximately $5.3 million of annual revenue, including approximately

$4.5 million of ARR, and approximately 125,000 asset tags under management. On a pro forma basis, the acquisition increases Software &

Services to more than 10% of total company revenue.

Launched the SLC 9000 Out-of-Band console manager integrated

with Percepxion, targeting the AI data center networking market with secure remote access, autonomous provisioning and cloud-native

fleet management to minimizing downtime and cut deployment costs.

Added to the Russell 3000® Index as part of the 2026

reconstitution, reflecting Lantronix’s progress toward higher growth, higher-value end markets and broadening the Company’s

visibility within the investment community.

Q1 FY2027 Financial Outlook

Revenue:

$31.0 million to $33.0 million

Non-GAAP EPS: $0.04 to $0.06

Conference Call and Webcast

Management will host an investor conference call and audio webcast

today (Wednesday, Aug. 26, 2026) at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) to discuss its results for the fiscal fourth quarter

and full year of 2026. To access the live conference call, investors should dial 1-844-802-2442 (U.S./Canada) or 1-412-317-5135 (international)

and indicate they are participating in the Lantronix fiscal 2026 fourth-quarter call. The webcast will also be available simultaneously

via the investor relations section of the Company’s

website.

Investors can access a conference call replay starting at approximately

4:00 p.m. Pacific Time on Aug. 26, 2026, on the Lantronix

website. A telephonic replay will also be available through Sept. 2, 2026, by dialing 1-855-669-9658 (U.S./Canada) or 1-412-317-0088

(international) and entering passcode 3642439.

About Lantronix

Lantronix Inc.

(NASDAQ: LTRX) is a global leader in Edge AI and Industrial IoT solutions that power NDAA-compliant unmanned systems, critical infrastructure

and resilient enterprise networks. It delivers intelligent computing, secure connectivity and remote management for mission-critical

applications enabling customers to optimize operations, enhance security and accelerate digital transformation. Its comprehensive

portfolio of hardware, software and services powers applications ranging from mission-critical autonomous platforms and edge analytics

for critical infrastructure to intelligent surveillance and secure network management. By bringing intelligence to the network edge, Lantronix helps

organizations achieve efficiency, security and a competitive edge in today’s AI-driven world. For more information, visit

the Lantronix website.

Discussion of Non-GAAP Financial Measures

Lantronix believes that the presentation of non-GAAP financial information,

when presented in conjunction with the corresponding GAAP measures, provides important supplemental information to management and investors

regarding financial and business trends relating to the company’s financial condition and results of operations. Management uses

the aforementioned non-GAAP measures to monitor and evaluate ongoing operating results and trends to gain an understanding of our comparative

operating performance. The non-GAAP financial measures disclosed by the company should not be considered a substitute for, or superior

to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations

of the non-GAAP financial measures to the financial measures calculated in accordance with GAAP should be carefully evaluated. The non-GAAP

financial measures used by the company may be calculated differently from, and therefore may not be comparable to, similarly titled measures

used by other companies. The company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP

financial measures.

Non-GAAP net loss consists of net loss excluding (i) share-based compensation

and the employer portion of withholding taxes on stock grants, (ii) depreciation and amortization, (iii) interest income (expense), (iv)

other income (expense), (v) income tax provision (benefit), (vi) restructuring, severance and related charges, (vii) acquisition related

costs, (viii) impairment of long-lived assets, (ix) amortization of purchased intangibles, (x) amortization of manufacturing profit in

acquired inventory, (xi) fair value remeasurement of earnout consideration, and (xii) loss on extinguishment of debt.

Non-GAAP EPS is calculated by dividing non-GAAP net income by non-GAAP

weighted-average shares outstanding (diluted). For purposes of calculating non-GAAP EPS, the calculation of GAAP weighted-average shares

outstanding (diluted) is adjusted to exclude share-based compensation, which, for GAAP purposes, is treated as proceeds assumed to be

used to repurchase shares under the GAAP treasury stock method.

Guidance on earnings per share growth is provided only on a non-GAAP

basis due to the inherent difficulty of forecasting the timing or amount of certain items that have been excluded from the forward-looking

non-GAAP measures, and a reconciliation to the comparable GAAP guidance has not been provided because certain factors that are materially

significant to Lantronix’s ability to estimate the excluded items are not accessible or estimable on a forward-looking basis without

unreasonable effort.

Forward-Looking Statements

This news release contains forward-looking statements, including statements

concerning our expectations for revenue and earnings for the first quarter of fiscal 2027, revenue for our unmanned systems and drone

business for fiscal 2027, and revenue growth for fiscal 2027; our positioning to become the provider of choice for unmanned systems compute

and strengthen our business as a critical platform partner to the unmanned ecosystem; and our expectations regarding the future benefits

of our recent collaborations, partnerships and customer wins. These forward-looking statements are intended to qualify for the safe harbor

from liability established by the Private Securities Litigation Reform Act of 1995. We have based our forward-looking statements on our

current expectations and projections about trends affecting our business and industry, and other future events. Although we do not make

forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Forward-looking

statements are subject to substantial risks and uncertainties that could cause our results or experiences, or future business, financial

condition, results of operations or performance, to differ materially from our historical results or those expressed or implied in any

forward-looking statement contained in this news release. Other factors which could have a material adverse effect on our operations and

future prospects or which could cause actual results to differ materially from our expectations include, but are not limited to: the effects

of negative or worsening regional and worldwide economic conditions or market instability on our business, including effects on purchasing

decisions by our customers; our ability to mitigate any disruption in our and our suppliers’ and vendors’ supply chains due

to changes in U.S. trade policy, including recently increased or future tariffs, a pandemic or similar outbreak, wars and recent conflicts

in Europe, Asia and the Middle East, hostilities in the Red Sea, or other causes; our ability to successfully convert our backlog and

current demand; the impact of a pandemic or similar outbreak on our business, employees, customers, supply and distribution chains

and the global economy; our ability to successfully implement our acquisition strategy or integrate acquired companies; uncertainty as

to the future profitability of acquired businesses, and delays in the realization of, or the failure to realize, any accretion from acquisition

transactions; acquiring, managing and integrating new operations, businesses or assets, and the associated diversion of management attention

or other related costs or difficulties; our ability to continue to generate revenue from products sold into mature markets; our ability

to develop, market, and sell new products; our ability to succeed with our new software offerings; our use of AI may result in reputational,

competitive or financial harm and liability; fluctuations in our revenue due to the project-based timing of orders from certain customers;

unpredictable timing of our revenues due to the lengthy sales cycle for our products and services and potential delays in customer completion

of projects; our ability to accurately forecast future demand for our products; delays in qualifying revisions of existing products; constraints

or delays in the supply of, or quality control issues with, certain materials or components; difficulties associated with the delivery,

quality or cost of our products from our contract manufacturers or suppliers; risks related to the outsourcing of manufacturing and international

operations; difficulties associated with our distributors or resellers; intense competition in our industry and resultant downward price

pressure; rises in inventory levels and inventory obsolescence; undetected software or hardware errors or defects in our products; cybersecurity

risks; our ability to obtain appropriate industry certifications or approvals from governmental regulatory bodies; changes in applicable

U.S. and foreign government laws, regulations, and tariffs; our ability to protect patents and other proprietary rights and avoid infringement

of others’ proprietary technology rights; issues relating to the stability of our financial and banking institutions and relationships;

the level of our indebtedness, our ability to service our indebtedness and the restrictions in our debt agreements; the impact of rising

interest rates; our ability to attract and retain qualified management; and any additional factors included in our Report on Form 10-K

for the fiscal year ended June 30, 2025, filed with the Securities and Exchange Commission (the “SEC”) on Aug. 29, 2025, including

in the section entitled “Risk Factors” in Item 1A of Part I of that report; in our Quarterly Report on Form 10-Q for

the fiscal quarter ended Dec. 31, 2025, filed with the SEC on Feb. 5, 2026, including in the section entitled “Risk Factors”

in Item 1A of Part II of such report; and in our other public filings with the SEC. In addition, actual results may differ as a result

of additional risks and uncertainties of which we are currently unaware or which we do not currently view as material to our business.

For these reasons, investors are cautioned not to place undue reliance on any forward-looking statements. The forward-looking statements

we make speak only as of the date on which they are made. We expressly disclaim any intent or obligation to update any forward-looking

statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations, except as

required by applicable law or the rules of the Nasdaq Stock Market LLC. If we do update or correct any forward-looking statements, investors

should not conclude that we will make additional updates or corrections.

trademark. Other trademarks and trade names are those of their respective owners.

# # #

Lantronix Investor Contact:

Matt Glover and Greg Robles

Gateway Group, Inc.

investors@lantronix.com

LANTRONIX, INC.

Unaudited Consolidated Balance Sheets

(In thousands,

except share and par value data)

June 30,

2026

2025

Assets

Current Assets:

Cash and cash equivalents

$ 60,466

$ 20,098

Accounts receivable, net

25,317

25,092

Inventories, net

25,804

26,371

Contract manufacturers' receivable

3,500

3,071

Prepaid expenses and other current assets

2,347

2,761

Total current assets

117,434

77,393

Property and equipment, net

1,453

2,456

Goodwill

31,089

Intangible assets, net

2,177

3,738

Lease right-of-use assets

7,428

8,422

Other assets

755

624

Total assets

$ 160,336

$ 123,722

Liabilities and stockholders' equity

Current Liabilities:

Accounts payable

$ 16,971

$ 13,259

Accrued payroll and related expenses

4,820

3,471

Current portion of long-term debt, net

–

3,070

Other current liabilities

10,284

10,622

Total current liabilities

32,075

30,422

Long-term debt, net

–

8,684

Other non-current liabilities

8,985

10,238

Total liabilities

41,060

49,344

Commitments and contingencies

Stockholders' equity:

Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding

–

Common stock, $0.0001 par value; 100,000,000 shares authorized; 46,594,283 and 39,102,563 shares issued and outstanding at June 30, 2026 and 2025, respectively

Additional paid-in capital

357,502

308,397

Accumulated deficit

(238,575 )

(234,394 )

Accumulated other comprehensive income

344

371

Total stockholders' equity

119,276

74,378

Total liabilities and stockholders' equity

$ 160,336

$ 123,722

LANTRONIX, INC.

Unaudited Consolidated Statements of Operations

(In thousands, except per share data)

Three Months Ended

June 30,

March 31,

June 30,

Years Ended June 30,

2026

2025

2026

2025

Net revenue

$ 31,154

$ 30,177

$ 28,839

$ 120,899

$ 122,923

Cost of revenue

17,549

17,172

17,302

67,976

71,224

Gross profit

13,605

13,005

11,537

52,923

51,699

Operating expenses:

Selling, general and administrative

9,334

9,432

9,009

37,048

36,246

Research and development

4,187

4,149

4,194

17,554

18,597

Restructuring, severance and related charges

142

288

861

566

3,535

Acquisition-related costs

184

315

371

Amortization of intangible assets

150

216

573

1,561

3,951

Total operating expenses

13,997

14,133

14,671

57,044

62,700

Loss from operations

(392 )

(1,128 )

(3,134 )

(4,121 )

(11,001 )

Interest income (expense), net

159

(2 )

(107 )

133

(511 )

Other income (expense), net

(76 )

(17 )

(52 )

(100 )

Loss before income taxes

(309 )

(1,147 )

(3,293 )

(3,902 )

(11,612 )

Provision for (benefit from) income taxes

(40 )

(662 )

279

(239 )

Net loss

$ (269 )

$ (1,181 )

$ (2,631 )

$ (4,181 )

$ (11,373 )

Net loss per share - basic and diluted

$ (0.01 )

$ (0.03 )

$ (0.07 )

$ (0.10 )

$ (0.29 )

Weighted-average common shares - basic and diluted

42,186

39,731

38,975

40,145

38,613

LANTRONIX, INC.

Unaudited Reconciliation of Non-GAAP Adjustments

(In thousands)

Three

Months Ended

June 30,

March

31,

June 30,

Years Ended June 30,

2026

2025

2026

2025

GAAP net loss

$ (269 )

$ (1,181 )

$ (2,631 )

$ (4,181 )

$ (11,373 )

Non-GAAP adjustments:

Cost of revenue:

Share-based compensation

141

186

Employer portion of withholding

taxes on stock grants

Amortization of manufacturing profit

in acquired inventory

–

Depreciation and amortization

102

108

422

435

Total adjustment to costs of revenue

145

146

182

591

717

Selling, general and administrative:

Share-based compensation

1,067

1,358

1,095

5,233

4,424

Employer portion of withholding taxes on stock grants

152

125

Depreciation and amortization

211

246

316

999

1,360

Total adjustments to selling,

general and administrative

1,314

1,655

1,425

6,384

5,909

Research and development:

Share-based compensation

208

207

367

896

1,522

Employer portion of withholding taxes on stock grants

Depreciation and amortization

181

289

Total adjustments to research

and development

256

261

422

1,115

1,838

Restructuring, severance and related

charges

142

288

861

566

3,535

Acquisition related costs

184

315

371

Amortization of purchased intangible

assets

150

216

573

1,561

3,951

Litigation settlement cost

–

198

Total non-GAAP adjustments to

operating expenses

2,046

2,468

3,315

9,941

15,802

Interest (income) expense, net

(159 )

107

(133 )

511

Other expense (income), net

(86 )

100

Provision for (benefit from) income

taxes

(40 )

(662 )

279

(239 )

Total Non-GAAP adjustments

2,068

2,667

2,994

10,592

16,891

Non-GAAP net income

$ 1,799

$ 1,486

$ 363

$ 6,411

$ 5,518

Non-GAAP net income per share (diluted)

$ 0.04

$ 0.01

$ 0.15

$ 0.14

Denominator for GAAP net income per share (diluted)

42,186

39,731

38,975

40,145

38,613

Non-GAAP adjustment

2,040

2,134

108

2,193

820

Denominator for non-GAAP net income per share (diluted)

44,226

41,865

39,083

42,338

39,433

GAAP cost of revenue

$ 17,549

$ 17,172

$ 17,302

$ 67,976

$ 71,224

Non-GAAP adjustments to cost of revenue

(145 )

(146 )

(182 )

(591 )

(717 )

Non-GAAP cost of revenue

17,404

17,026

17,120

67,385

70,507

Non-GAAP gross profit

$ 13,750

$ 13,151

$ 11,719

$ 53,514

$ 52,416

Non-GAAP gross margin

44.1%

43.6%

40.6%

44.3%

42.6%

LANTRONIX, INC.

Unaudited Net Revenues by Product Line and Region

(In thousands)

Three Months Ended

Years Ended

June 30,

2026

March 31,

2026

June 30,

2025

June 30,

2026

June 30,

2025

Embedded IoT Solutions

$ 13,659

$ 14,616

$ 10,219

$ 53,607

$ 46,380

IoT System Solutions

15,301

13,229

16,654

58,270

68,735

Software & Services

2,194

2,332

1,966

9,022

7,808

$ 31,154

$ 30,177

$ 28,839

$ 120,899

$ 122,923

Three Months Ended

Years Ended

June 30,

2026

March 31,

2026

June 30,

2025

June 30,

2026

June 30,

2025

Americas

$ 22,896

$ 20,268

$ 19,823

$ 84,296

$ 70,126

EMEA

5,155

6,175

5,330

21,555

30,898

APJ

3,103

3,734

3,686

15,048

21,899

$ 31,154

$ 30,177

$ 28,839

$ 120,899

$ 122,923

EX-99.2 — TRANSCRIPT OF MANAGEMENTS PREPARED REMARKS

EX-99.2

Filename: lantronix_ex9902.htm · Sequence: 3

Exhibit 99.2

Transcript of Management’s Prepared Remarks

Intro: Brent Stringham

Good afternoon everyone, and thank you for joining our fiscal fourth

quarter earnings call. Joining me today is our President and Chief Executive Officer Saleel Awsare.

A “live” and archived webcast of today’s call will

be available on the Company’s website. In addition, you can find the call-in details for the phone replay in today’s earnings

release.

During this call, we may make forward-looking statements which involve

risks and uncertainties that could cause our results to differ materially from current expectations.

We encourage you to review the cautionary statements and risk factors

contained in today’s earnings release, which was furnished to the SEC and is available on our website, and other SEC filings such

as our 10-K and 10-Qs. Lantronix undertakes no obligation to revise or update publicly any forward-looking statements to reflect future

events or circumstances.

Additionally, during the call, we will discuss non-GAAP financial measures.

Today's earnings release, which is posted in the Investor Relations section of our website, describes the differences between our non-GAAP

and GAAP reporting and presents reconciliations for the non-GAAP financial measures that we use.

With that, I will now turn the call over to Saleel.

Saleel Awsare (Section 1):

Thanks, Brent, and thank you, everyone, for joining today’s call.

The fourth quarter marked a strong finish to fiscal 2026. Over the

course of the year, we transformed our operating model, strengthened our balance sheet, and built the foundation for profitable growth.

We are now seeing the tangible results of that work.

Our continued strong execution drove 8% year-over-year revenue growth

to $31.2 million and a 300% increase in non-GAAP EPS to $0.04. Both metrics were within our guidance ranges. Importantly, our Embedded

IoT Solutions, which includes our drone business, grew 34% year-over-year.

Gross margins remained strong at above 44%, reflecting our teams’

disciplined execution as we accelerate momentum across the business.

Turning to the broader operating environment, starting with Unmanned

Systems. Fiscal 2026 was the year our drone opportunity progressed from early validation to a meaningful growth engine for Lantronix.

We set the foundation in Q4 last year, when we secured our first drone

win with Red Cat, powering Teal Drones’ Black Widow platform for the US Army’s SRR Program. As a Blue UAS-approved platform,

this was a rigorous qualification process, and we believe we won the program because of our deep camera expertise and years of experience

in camera tuning, sensor fusion, and the complex software integration required for military-grade imaging. Our status as a North American

supplier was also a key factor. With NDAA and TAA compliance now table stakes for defense programs, a trusted, domestic supply chain mattered

as much as our deep technical capabilities.

That win came against a backdrop of record defense funding, with the

U.S. Department of War earmarking over $13 billion for autonomous systems in 2026 alone, alongside a clear and growing requirement for

secure, U.S.-made technology. From there, we built on that early momentum, adding several customers, including Sightline, Trillium Engineering,

and others, to our drone roster. Over the course of the fiscal year, we scaled our broader Unmanned Systems engagements from roughly 10

in Q1 to over 30 today.

That growth accelerated following a major regulatory shift in December

2025, when the FCC restricted China-based DJI—historically the dominant drone supplier—from introducing new products into

the U.S. market. The move created a significant tailwind for domestic, trusted-supplier platforms like ours and was soon followed by meaningful

U.S. government funding to accelerate the deployment of domestic drone technologies.

And, just a couple of weeks ago, that regulatory momentum was further

reinforced by action from Washington. The President signed a Section 232 proclamation imposing new tariffs on foreign-made drones and

components, aimed at reducing reliance on foreign suppliers and building out domestic manufacturing capacity. While the FCC’s actions

in December focused on restricting new foreign-made drones and components from entering the market, this latest action is broader, directly

targeting the economics of importing drones and related components across the existing market. This is another clear tailwind for domestic,

NDAA-compliant suppliers like Lantronix, and we expect it to accelerate the shift toward domestically manufactured alternatives.

Just as important, we’re seeing the industry’s focus shift

from simply building more drones to making drones increasingly autonomous. At the scale governments and commercial operators envision,

there simply won’t be enough trained pilots to operate every drone, and training new operators takes time. This makes autonomy essential,

and autonomy requires powerful AI compute at the edge – what we call physical AI – and that is exactly where Lantronix fits.

Our edge compute platforms enable the onboard intelligence that allows drones to perceive, navigate, and execute missions autonomously

in GPS-denied environments, positioning us at the center of this long-term transition.

Against this backdrop, we delivered $12.6 million in Unmanned Systems

revenue in fiscal 2026, above the midpoint of our most recent guidance range. Importantly, this momentum extends beyond defense. We are

also seeing growing adoption across commercial, industrial, agricultural, drone-as-first-responder, and counter-UAS applications, reinforcing

the breadth of the unmanned systems opportunity.

Our international expansion is also progressing well, including two

recent partnerships we formed in the Unmanned Systems market.

The first is with DoD Solution, an Estonian-Ukrainian developer of

onboard autonomy technology for drones and other unmanned systems. By combining Lantronix’s edge-computing solutions and engineering

expertise with DoD Solution’s AURA autonomy platform, we are supporting a range of demanding applications. This partnership also

strengthens our presence in Europe and Ukraine, where demand for our solutions continues to grow.

Our second partnership is with AVT Australia, a CACI company that develops

gimballed camera payloads for drone manufacturers. AVT has designed its payload around our system-on-module platform, which is purpose-built

for high-performance AI and robotics applications.

Together, these partnerships demonstrate Lantronix’s growing

presence across the global Unmanned Systems ecosystem.

Additionally, we recently announced a collaboration with Swarmer, a

U.S.-based drone autonomy software company. Together, we are developing a production-ready compute platform that combines Swarmer’s

combat-proven software with roughly four times the onboard processing power focused on Group 1 Unmanned Aerial Systems. This collaboration

highlights the strength of our hardware, software integration, and engineering services, while creating a path to long-term production

revenue as Swarmer scales across U.S. and allied defense programs.

With that, let me turn to our IoT Systems Solutions business. After

navigating several quarters of federal government shutdowns, which created extended procurement cycles, we are beginning to see conditions

improve. Q4 revenue grew 16% sequentially, driven by a recovery in our out-of-band management portfolio, strength in network switches,

and early signs of stabilization in our federal business.

Within out-of-band management, we’re seeing growing traction

in the data center space, as edge compute and AI infrastructure deployments accelerate the need for remote monitoring and control of critical

IT and data center equipment. One proof point of this is SambaNova Systems, where our out-of-band solution is deployed as part of their

DataScale platform, a purpose-built AI infrastructure rack for large-scale inference and training workloads. We provide dedicated remote

access to the critical networking and compute infrastructure within that platform.

Moving to our critical infrastructure monitoring vertical. Just over

a month ago, we took another step forward in our platform strategy by acquiring Vecima Networks’ Industrial IoT business, including

its Nero Global Tracking platform, for $11.7 million, which closed this month.

The tuck-in acquisition adds approximately $5 million in annual revenue,

with the majority coming from ARR, and gross margins in the mid-to-high 60% range. Based on the purchase price relative to the asset's

financial profile, we view this as a highly favorable transaction and one that is immediately accretive to earnings. Just as important,

it advances a strategy we’ve been executing deliberately over the past several quarters, layering more software onto our hardware

base to expand recurring revenue.

That strategy is increasingly visible in our revenue mix. Our software

and services mix has steadily increased throughout the year, moving from 5% to 6% of revenue and then to 7% to 8%. With this acquisition,

on a pro forma basis, our software and services revenue mix increases above 10% of total company revenue. This represents a meaningful

step toward a more predictable, higher-margin business model.

Beyond the immediate financial benefits, we see meaningful cross-sell

potential. Nero brings an installed base of roughly 125,000 device tags across fleet, municipal, restoration and industrial asset-tracking

markets, creating a natural opportunity to deploy our cellular gateways, modems, edge compute products and connectivity solutions. Together,

Nero’s software and our hardware provide customers with a more vertically integrated, end-to-end asset monitoring solution.

In summary, I am encouraged by our performance in fiscal 2026 and the

significant progress we achieved. Our focused execution, disciplined operating approach, and strengthened organization are providing tangible

results. We are meaningfully scaling our presence in higher-growth verticals, increasing the contribution of software-enabled recurring

revenue, and continuing to realize operating leverage from a more efficient cost structure.

As we enter fiscal 2027, we believe Lantronix is better positioned

than ever to benefit from the long-term growth trends reshaping edge computing and connectivity. With strong momentum, a differentiated

portfolio, and a clear strategic roadmap, we are excited about the opportunities ahead and remain committed to creating long-term shareholder

value.

With that, I’ll turn the call back to Brent to cover financial

results. Brent?

Brent Stringham:

Thanks, Saleel.

I’ll begin with our fourth quarter and fiscal 2026 financial

results and some of the key drivers behind our performance. After which I’ll provide our outlook for our first fiscal quarter ending

September 30, 2026.

For fiscal 2026, revenue was nearly $121 million, representing 8% growth

over fiscal 2025 revenue of just over $111 million, excluding Gridspertise. Our growth was driven by more than 15% annual growth in Embedded

IoT Solutions, led by Unmanned Systems. As Saleel mentioned, Unmanned Systems revenue reached $12.6 million, above the midpoint of the

$10 million to $14 million range we provided last quarter.

Revenue for the fourth quarter was $31.2 million, representing both

sequential and year-over-year growth. IoT Systems Solutions rebounded in the quarter, contributing more than $15 million of revenue after

slower ordering patterns in the prior two quarters related to the government shutdowns in late calendar 2025 and early 2026. As we’ve

said over the past several quarters, we viewed those federal headwinds as timing-related rather than reflective of underlying demand.

The 16% sequential growth we delivered in the fourth quarter reinforces that view.

Turning to our gross margins…

In the fourth quarter, GAAP gross margin was 43.7%, up from 43.1% in

the prior quarter and 40% a year ago. On a non-GAAP basis, gross margin was 44.1%, compared with 43.6% in the prior quarter and 40.6%

a year ago. The year-ago period was impacted by aged inventory charges and higher duties and tariffs.

The sequential improvement reflects a combination of favorable revenue

mix, including stronger performance in Systems Solutions, and the continued focus of our operations team on supply-chain efficiency and

execution. Looking ahead, we believe these efforts, together with our disciplined approach to cost management, should support gross margins

at or near current levels in fiscal 2027.

Let me also briefly address the broader supply environment, which we

continue to monitor closely. Memory availability has tightened and prices have increased as AI infrastructure and hyperscaler data centers

consume a growing share of industry supply. This is an industry-wide dynamic affecting the embedded-compute market broadly and is not

unique to Lantronix.

We believe our early preparation has positioned us well in this constrained

environment. Leveraging our fabless operating model and diversified manufacturing partners, we identified these trends early and proactively

secured supply.

Looking at our expenses and profitability…

GAAP operating expenses in the fourth quarter of fiscal 2026 were $14

million, slightly down from the $14.1 million in the prior quarter, and down approximately 5% from $14.7 million in the year-ago period.

We continue to observe the leverage in our Opex model based on the actions we took last year, and the ongoing cost discipline that we

are executing on.

GAAP net loss for the fourth quarter of fiscal 2026 improved to $269

thousand, or 1 cent per share, compared to GAAP net loss of $2.6 million, or 7 cents per share, in the year-ago quarter. On a non-GAAP

basis, net income of $1.8 million, or 4 cents per share, compares to $1.5 million, or 4 cents per share in the prior quarter, and was

an improvement from the $0.01 per share in the year ago quarter.

Moving to the balance sheet…

We raised just over $44 million in net proceeds during the quarter

through our public and ATM offerings, bringing our year-end cash balance to more than $60 million. We also repaid the remaining $8.7 million

of debt and ended the fiscal year debt-free.

· Our strong balance sheet gives us the flexibility to execute our growth strategy

while remaining disciplined and opportunistic in allocating capital to the highest-return opportunities across R&D, go-to-market initiatives,

and strategic M&A.

· During the current quarter and full fiscal year, we generated positive operating

cash flow of approximately $1.9 million and $9.9 million, respectively.

· Net inventories were $25.8 million as of June 30, 2026, compared to $26.4

million last quarter and $26.4 million in the year-ago quarter.

Lastly, our outlook for the first quarter of our fiscal 2027, which

ends September 30, 2026, is as follows:

· We expect revenue to be in the range of $31 million to $33 million.

· Non-GAAP EPS is expected to be in the range of 4 to 6 cents per share.

With that, I’ll turn it back to Saleel for closing remarks.

Saleel Awsare (Section 2):

Thanks, Brent.

Fiscal 2026 was a year of measurable progress. We returned the core

business to growth, established Unmanned Systems as a meaningful contributor, expanded recurring revenue, and significantly strengthened

our financial position.

Along the way, we continued transforming Lantronix from a broad-based

hardware provider into a focused solutions platform, combining compute, connectivity, physical AI, software, and services at the intelligent

edge.

Unmanned Systems is the clearest proof point. From minimal revenue

contribution a year ago, we delivered $12.6 million in fiscal 2026 after raising our outlook three times. We tripled our active engagements,

expanded our global customer and partner base, and moved further up the technology stack. In fiscal 2027, we expect Unmanned Systems to

represent 15% to 20% of total revenue, with continued growth beyond these levels in subsequent years.

We enter Fiscal 2027 with multiple engines of profitable growth, the

strongest financial position in our history, and confidence in our ability to deliver double-digit revenue growth.

As we continue to move further up the technology stack and expand our

role across the broader autonomy ecosystem, we believe Lantronix is becoming the go-to edge compute company for Unmanned Systems.

And with that, operator, we will now open the call for questions.

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