Form 8-K

8-K — LANTRONIX INC

Accession: 0001683168-26-006750

Filed: 2026-08-27

Period: 2026-08-26

CIK: 0001114925

SIC: 3576 (COMPUTER COMMUNICATIONS EQUIPMENT)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — lantronix_8k.htm (Primary)

EX-10.1 — AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN LANTRONIX, INC. AND SALEEL AWSARE (lantronix_ex1001.htm)

EX-10.2 — AMENDMENT TO OFFER LETTER BETWEEN LANTRONIX, INC. AND KURT HOFF (lantronix_ex1002.htm)

EX-10.3 — AMENDMENT TO OFFER LETTER BETWEEN LANTRONIX, INC. AND MATHI GURUSAMY (lantronix_ex1003.htm)

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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

On August 26-27, 2026, Lantronix, Inc.

(the "Company") entered into amendments to its agreements with its Chief Executive Officer, Saleel Awsare; its Chief Revenue

Officer, Kurt Hoff; and its Chief Product & Strategy Officer, Mathi Gurusamy, as follows:

Mr. Awsare’s Employment Agreement,

dated October 31, 2023, has been amended to increase his annual base salary to $550,000 USD, effective as of August 1, 2026.

Mr. Hoff’s Offer Letter, dated

February 23, 2024, has been amended to increase his annual base salary to $390,000 USD, effective as of August 1, 2026, and to provide

that the restriction on the severance provision of the agreement (which had provided for severance only upon a qualifying termination

within two years after Mr. Hoff’s start date with the Company) will no longer apply.

Mr. Gurusamy’s Offer Letter,

dated April 2, 2024, has been amended to increase his annual base salary to $390,000 USD, effective as of August 1, 2026, and to provide

that the restriction on the severance provision of the agreement (which had provided for severance only upon a qualifying termination

within two years after Mr. Gurusamy’s start date with the Company) will no longer apply.

The foregoing descriptions of the amendments

are a summary, do not purport to be complete and are qualified in their entirety by reference to the full texts of the amendments, which

are attached hereto as Exhibits 10.1-3 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Amendment to Employment Agreement, dated as of August 26, 2026, between Lantronix, Inc. and Saleel Awsare

10.2

Amendment to Offer Letter, dated as of August 26, 2026, between Lantronix, Inc. and Kurt Hoff

10.3

Amendment to Offer Letter, dated as of August 26, 2026, between Lantronix, Inc. and Mathi Gurusamy

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 27, 2026

By:

/s/ Brent Stringham

Brent Stringham

Chief Financial Officer

EX-10.1 — AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN LANTRONIX, INC. AND SALEEL AWSARE

EX-10.1

Filename: lantronix_ex1001.htm · Sequence: 2

Exhibit 10.1

August 26, 2026

Saleel Awsare

c/o Lantronix,

Inc.

48 Discovery,

Suite 250

Irvine, CA 92618

Dear Saleel:

We want to thank you for

your dedicated service to Lantronix, Inc. (“Lantronix” or the “Company”) and to confirm the compensation adjustment

approved by the Compensation Committee of the Board of Directors of the Company and the corresponding amendment to the terms and conditions

of that certain Employment Agreement, dated October 31, 2023, by and between you and the Company (the “Employment Agreement”).

Effective August 1, 2026,

section 3.1 of the Employment Agreement titled “BASE SALARY” is hereby amended and restated in its entirety to read

as follows:

“Base

Salary. During the Period of Employment, the Company shall pay the Executive a base salary (the “Base Salary”),

which shall be paid in accordance with the Company’s regular payroll practices in effect from time to time but not less frequently

than in monthly installments. The Executive’s Base Salary shall be at an annualized rate of Five Hundred and Fifty Thousand

Dollars ($550,000).”

ACCEPTANCE

To acknowledge and accept

the foregoing amendment to the Employment Agreement, please sign below and return a scanned copy via email to Human Resources at HR@lantronix.com.

Very truly yours,

LANTRONIX, INC.

/s/ Dennis Gallagher

Dennis Gallagher

Vice President, General Counsel

and Corporate Secretary

ACKNOWLEDGED AND ACCEPTED BY:

/s/ Saleel Awsare

Saleel Awsare

Date: August 26, 2026

EX-10.2 — AMENDMENT TO OFFER LETTER BETWEEN LANTRONIX, INC. AND KURT HOFF

EX-10.2

Filename: lantronix_ex1002.htm · Sequence: 3

Exhibit 10.2

August 26, 2026

Kurt Hoff

c/o Lantronix,

Inc.

48 Discovery,

Suite 250

Irvine, CA 92618

Dear Kurt:

We want to thank you for

your dedicated service to Lantronix, Inc. (“Lantronix” or the “Company”) and to confirm your compensation adjustment

and other amendments to the terms and conditions of that certain letter agreement, dated February 23, 2024, by and between you and the

Company, as amended April 1, 2025 (the “Letter Agreement”).

Effective August 1, 2026,

the Letter Agreement is hereby amended as follows:

The section of the Letter

Agreement titled “BASE SALARY” is hereby amended and restated in its entirety to read as follows:

“The Company

shall pay you a bi-weekly base salary in the amount of $15,000 ($390,000 on an annualized basis) less applicable withholdings and deductions,

paid on the Company’s regular bi-weekly payroll dates. You will be classified as an exempt employee, and your salary will be paid

on a salary basis and is intended to compensate you for all hours that you work. Your salary will be reviewed at the time executive salaries

are reviewed periodically, and the Company may, in its sole discretion, adjust it to reflect Company performance, your performance, market

conditions, and other factors deemed relevant by the Company.”

In the Letter Agreement, the first paragraph of

the section titled “SEVERANCE” is hereby amended and restated in its entirety to read as follows:

“If your employment with the

Company is terminated by you for Good Reason or by the Company without Cause, subject to your execution and non-revocation of a release

of claims in a form provided by the Company, then in addition to any base salary earned through the termination date, any earned but as-yet

unpaid bonuses, unpaid expense reimbursements and vested benefits to which you are entitled under the terms of any Company employee benefit

plan (which compensation and benefits will be paid to you or your estate in connection with your ceasing to be employed without regard

to the reason for such cessation), you will be entitled to the following:”

ACCEPTANCE

To acknowledge and accept

the foregoing amendments to the Letter Agreement, please sign below and return a scanned copy via email to Human Resources at HR@lantronix.com.

Very truly yours,

LANTRONIX, INC.

/s/ Dennis Gallagher

Dennis Gallagher

Vice President, General Counsel

and Corporate Secretary

ACKNOWLEDGED AND ACCEPTED BY:

/s/ Kurt Hoff

Kurt Hoff

Date: August 26, 2026

EX-10.3 — AMENDMENT TO OFFER LETTER BETWEEN LANTRONIX, INC. AND MATHI GURUSAMY

EX-10.3

Filename: lantronix_ex1003.htm · Sequence: 4

Exhibit 10.3

August 26, 2026

Mathi Gurusamy

c/o Lantronix,

Inc.

48 Discovery,

Suite 250

Irvine, CA 92618

Dear Mathi:

We want to thank you for

your dedicated service to Lantronix, Inc. (“Lantronix” or the “Company”) and to confirm your compensation adjustment

and other amendments to the terms and conditions of that certain letter agreement, dated April 2, 2024, by and between you and the Company,

as amended April 1, 2025 (the “Letter Agreement”).

Effective August 1, 2026,

the Letter Agreement is hereby amended as follows:

The section of the Letter

Agreement titled “BASE SALARY” is hereby amended and restated in its entirety to read as follows:

“The Company

shall pay you a bi-weekly base salary in the amount of $15,000 ($390,000 on an annualized basis) less applicable withholdings and deductions,

paid on the Company’s regular bi-weekly payroll dates. You will be classified as an exempt employee, and your salary will be paid

on a salary basis and is intended to compensate you for all hours that you work. Your salary will be reviewed at the time executive salaries

are reviewed periodically, and the Company may, in its sole discretion, adjust it to reflect Company performance, your performance, market

conditions, and other factors deemed relevant by the Company.”

In the Letter Agreement, the first paragraph of

the section titled “SEVERANCE” is hereby amended and restated in its entirety to read as follows:

“If your employment with the

Company is terminated by you for Good Reason or by the Company without Cause, subject to your execution and non-revocation of a release

of claims in a form provided by the Company, then in addition to any base salary earned through the termination date, any earned but as-yet

unpaid bonuses, unpaid expense reimbursements and vested benefits to which you are entitled under the terms of any Company employee benefit

plan (which compensation and benefits will be paid to you or your estate in connection with your ceasing to be employed without regard

to the reason for such cessation), you will be entitled to the following:”

ACCEPTANCE

To acknowledge and accept

the foregoing amendments to the Letter Agreement, please sign below and return a scanned copy via email to Human Resources at HR@lantronix.com.

Very truly yours,

LANTRONIX, INC.

/s/ Dennis Gallagher

Dennis Gallagher

Vice President, General Counsel

and Corporate Secretary

ACKNOWLEDGED AND ACCEPTED BY:

/s/ Mathi Gurusamy

Mathi Gurusamy

Date: August 27, 2026

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