8-K - LTRX - Equibles

UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities 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<br><br>of incorporation)	(Commission File Number)	(IRS Employer<br><br>Identification No.)
48 Discovery, Suite 250<br> 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))

Securitiesregistered 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).

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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<br><br>Chief Financial Officer

Date: August 27, 2025

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Exhibit 99.1

Lantronix ReportsFiscal Fourth Quarter and Full Year 2025 Financial Results

•	Fourth Quarter 2025 Net Revenue of $28.8 Million
•	Fourth Quarter 2025 GAAP EPS of ($0.07)
•	Fourth Quarter 2025 Non-GAAP EPS of $0.01

IRVINE, Calif., Aug. 27, 2025 – Lantronix Inc. (NASDAQ: LTRX), a global leader in compute and connectivity IoT solutions enabling Edge AI Intelligence, today reported results for the fiscal fourth quarter and full year ended June 30, 2025.

Management Commentary

“Fiscal 2025 was a year of strategic transformation for Lantronix, one in which we executed with discipline, streamlined our operations and made targeted investments in high-value markets,” said Saleel Awsare, president and CEO of Lantronix. “We strengthened our foundation for sustainable, profitable growth by aligning our resources with our highest-impact opportunities, enhancing supply chain resilience and advancing our platform capabilities. Recent design wins in drones, commercial Edge AI solutions and network infrastructure highlight our evolution into a strategic platform partner, helping customers accelerate intelligence at the edge. With expanding customer engagements, growing momentum across our Edge IoT and Network Infrastructure growth vectors as well as increasing operating leverage in our model, we enter fiscal 2026 well-positioned to capture multi-year, high-margin opportunities and maximize value for our shareholders.”

Q4 FY2025 Financial Results

•	NetRevenue: $28.8 million
•	GAAPEPS: ($0.07)
•	Non-GAAPEPS: $0.01

FY2025 Financial Results

•	NetRevenue: $122.9 million
•	GAAPEPS: ($0.29)
•	Non-GAAPEPS: $0.14

Q4 FY2025 and Recent Business Highlights

•	Secured multi-year contract with Tier-1 U.S. wireless operator to<br>digitally manage nationwide backup power systems using Lantronix Edge gateways and the Percepxion platform, enhancing network resilience,<br>reducing service disruptions and decreasing operational costs.
•	Selected by Red Cat’s Teal Drones to power U.S. Army-approved<br>Black Widow™ drones with Lantronix’s TAA- and NDAA-compliant System on Module (SoM); initiated June-quarter shipments under<br>the Army’s SRR Program, providing early fiscal 2026 revenue visibility and positioning the company for multi-year, high-margin growth<br>in the secure defense drone market.
•	Partnered with Aerora to deliver Edge AI-enabled solutions for autonomous<br>navigation in drones, robotics and surveillance, leveraging Open-Q SoMs and Teledyne FLIR imaging to accelerate AI development and reduce<br>OEM time-to-market.
•	Launched NTC-500 Series industrial-grade 5G routers for private 5G,<br>edge computing and industrial IoT, offering cost-effective, high-performance wireless connectivity with global certifications to enable<br>scalable, low-latency enterprise mobility.

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| --- | | • | Expanded leadership team with three strategic hires to accelerate<br>growth in Edge IoT and Network Infrastructure: | | --- | --- | | o | Todd Rychecky – head of Out-of-Band Management, advancing network resilience and AI-driven connectivity solutions. | | --- | --- | | o | Eric Johnson – leader of Compute Ecosystem strategy, expanding partnerships and accelerating growth in AI, Edge Computing, Industry<br>4.0 and Industrial IoT. | | o | Scott Wallace – head of the Project Management Office, driving execution and scaling initiatives with extensive wireless and<br>IoT industry experience. |

Q1 FY2026 Financial Outlook

•	Revenue:<br>$28.5 million to $30.5 million
•	Non-GAAPEPS: $0.02 to $0.04

Conference Call and Webcast

Management will host an investor conference call and audio webcast today (Wednesday, Aug. 27, 2025) at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) to discuss its results for the fiscal fourth quarter and full year of 2025. To access the live conference call, investors should dial 1-844-802-2442 (U.S.) or 1-412-317-5135 (international) and indicate they are participating in the Lantronix fiscal 2025 fourth-quarter call.

Investors can access a conference call replay starting at approximately 5:00 p.m. Pacific Time on Aug. 27, 2025, on the Lantronix website. A telephonic replay will also be available through Sept. 3, 2025, by dialing 1-877-344-7529 (US) or 1-412-317-0088 (international) or Canada Toll-Free 855-669-9658 and entering passcode 3326088.

About Lantronix

Lantronix Inc. (Nasdaq: LTRX) is a global leader in Edge AI and Industrial IoT solutions, delivering intelligent computing, secure connectivity and remote management for mission-critical applications. Serving high-growth markets, including smart cities, enterprise IT and commercial and defense unmanned systems, Lantronix enables customers to optimize operations and accelerate digital transformation. Its comprehensive portfolio of hardware, software and services powers applications from secure video surveillance and intelligent utility infrastructure to resilient out-of-band 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.

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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 revenue and earnings expectations for the first fiscal quarter of 2026, our positioning for sustainable, profitable growth and to capture multi-year, high-margin opportunities as a result of the strategic transformation executed during fiscal 2025, and our expectations regarding the short- and long-term benefits of our recent design wins and strategic hires. 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 Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on May 9, 2025, including in the section entitled “Risk Factors” in Item 1A of Part II of such report; in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, to be filed with the SEC on or about August 29, 2025, including in the section entitled “Risk Factors” in Item 1A of Part I of that 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.

# # #

Lantronix Analyst and Investor Contact:

investors@lantronix.com

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LANTRONIX, INC.

Unaudited Consolidated Balance Sheets

(In thousands, except share and par value data)

			June 30,
			2024
Assets
Current Assets:
Cash and cash equivalents	20,098		$	26,237
Accounts receivable, net	25,092			31,279
Inventories, net	26,371			27,698
Contract manufacturers' receivable	3,071			1,401
Prepaid expenses and other current assets	2,761			2,335
Total current assets	77,393			88,950
Property and equipment, net	2,456			4,016
Goodwill	31,089			27,824
Intangible assets, net	3,738			5,251
Lease right-of-use assets	8,422			9,567
Other assets	624			600
Total assets	123,722		$	136,208
Liabilities and stockholders' equity
Current Liabilities:
Accounts payable	13,259		$	10,347
Accrued payroll and related expenses	3,471			5,836
Current portion of long-term debt, net	3,070			3,002
Other current liabilities	10,622			10,971
Total current liabilities	30,422			30,156
Long-term debt, net	8,684			13,219
Other non-current liabilities	10,238			11,478
Total liabilities	49,344			54,853
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; 39,102,563 and 37,872,883 shares issued and outstanding at June 30, 2025 and 2024, respectively	4			4
Additional paid-in capital	308,397			304,001
Accumulated deficit	(234,394	)		(223,021	)
Accumulated other comprehensive income	371			371
Total stockholders' equity	74,378			81,355
Total liabilities and stockholders' equity	123,722		$	136,208

All values are in US Dollars.

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LANTRONIX, INC.

Unaudited Consolidated Statements of Operations

(In thousands, except per share data)

	Three Months Ended									Years Ended
	June 30,			March 31,			June 30,			June 30,
	2025			2025			2024			2025			2024
Net revenue	$	28,839		$	28,500		$	49,075		$	122,923		$	160,327
Cost of revenue		17,302			16,097			30,353			71,224			95,973
Gross profit		11,537			12,403			18,722			51,699			64,354
Operating expenses:
Selling, general and administrative		9,009			8,959			11,059			36,246			40,206
Research and development		4,194			4,463			5,265			18,597			20,282
Restructuring, severance and related charges		861			1,581			523			3,535			1,423
Acquisition-related costs		34			100			–			371			–
Fair value remeasurement of earnout consideration		–			–			–			–			(9	)
Amortization of intangible assets		573			879			1,310			3,951			5,314
Total operating expenses		14,671			15,982			18,157			62,700			67,216
Income (loss) from operations		(3,134	)		(3,579	)		565			(11,001	)		(2,862	)
Interest expense, net		(107	)		(159	)		(175	)		(511	)		(916	)
Other income (expense), net		(52	)		(19	)		9			(100	)		7
Income (loss) before income taxes		(3,293	)		(3,757	)		399			(11,612	)		(3,771	)
Provision for (benefit from) income taxes		(662	)		111			13			(239	)		745
Net income (loss)	$	(2,631	)	$	(3,868	)	$	386		$	(11,373	)	$	(4,516	)
Net income (loss) per share - basic	$	(0.07	)	$	(0.10	)	$	0.01		$	(0.29	)	$	(0.12	)
Net income (loss) per share - diluted	$	(0.07	)	$	(0.10	)	$	0.01		$	(0.29	)	$	(0.12	)
Weighted-average common shares - basic		38,975			38,820			37,697			38,613			37,386
Weighted-average common shares - diluted		38,975			38,820			38,096			38,613			37,386

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LANTRONIX, INC.

Unaudited Reconciliation of Non-GAAP Adjustments

(In thousands)

	Three Months Ended									Years Ended
	June 30,			March 31,			June 30,			June 30,
	2025			2025			2024			2025			2024
GAAP net income (loss)	$	(2,631	)	$	(3,868	)	$	386		$	(11,373	)	$	(4,516	)
Non-GAAP adjustments:
Cost of revenue:
Share-based compensation		40			34			66			186			237
Employer portion of withholding taxes on stock grants		1			–			1			8			7
Amortization of manufacturing profit in acquired inventory		44			44			126			88			822
Depreciation and amortization		97			101			124			435			463
Total adjustment to costs of revenue		182			179			317			717			1,529
Selling, general and administrative:
Share-based compensation		1,095			1,159			2,010			4,424			6,248
Employer portion of withholding taxes on stock grants		14			13			19			125			87
Depreciation and amortization		316			345			369			1,360			1,393
Total adjustments to selling, general and administrative		1,425			1,517			2,398			5,909			7,728
Research and development:
Share-based compensation		367			324			471			1,522			1,852
Employer portion of withholding taxes on stock grants		2			4			4			27			31
Depreciation and amortization		53			56			72			289			308
Total adjustments to research and development		422			384			547			1,838			2,191
Restructuring, severance and related charges		861			1,581			523			3,535			1,423
Acquisition related costs		34			100			–			371			–
Fair value remeasurement of earnout consideration		–			–			–			–			(9	)
Amortization of purchased intangible assets		573			879			1,310			3,951			5,314
Litigation settlement cost		–			–			115			198			115
Total non-GAAP adjustments to operating expenses		3,315			4,461			4,893			15,802			16,762
Interest expense, net		107			159			175			511			916
Other expense (income), net		52			19			(9	)		100			(7	)
Provision for (benefit from) income taxes		(662	)		111			13			(239	)		745
Total Non-GAAP adjustments		2,994			4,929			5,389			16,891			19,945
Non-GAAP net income	$	363		$	1,061		$	5,775		$	5,518		$	15,429
Non-GAAP net income per share (diluted)	$	0.01		$	0.03		$	0.15		$	0.14		$	0.40
Denominator for GAAP net income per share (diluted)		38,975			38,820			38,096			38,613			37,386
Non-GAAP adjustment		108			1,300			771			820			1,367
Denominator for non-GAAP net income per share (diluted)		39,083			40,120			38,867			39,433			38,753
GAAP cost of revenue	$	17,302		$	16,097		$	30,353		$	71,224		$	95,973
Non-GAAP adjustments to cost of revenue		(182	)		(179	)		(317	)		(717	)		(1,529	)
Non-GAAP cost of revenue		17,120			15,918			30,036			70,507			94,444
Non-GAAP gross profit	$	11,719		$	12,582		$	19,039		$	52,416		$	65,883
Non-GAAP gross margin		40.6%			44.1%			38.8%			42.6%			41.1%

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LANTRONIX, INC.

Unaudited Net Revenues by Product Line and Region

(In thousands)

	Three Months Ended						Years Ended
	June 30, 2025		March 31, 2025		June 30, <br> 2024		June 30, 2025		June 30, <br> 2024
Embedded IoT Solutions	$	10,219	$	11,990	$	11,364	$	46,380	$	46,953
IoT System Solutions		16,654		14,730		35,603		68,735		104,450
Software & Services		1,966		1,780		2,108		7,808		8,924
	$	28,839	$	28,500	$	49,075	$	122,923	$	160,327
	Three Months Ended						Years Ended
---	---	---	---	---	---	---	---	---	---	---
	June 30, 2025		March 31, 2025		June 30, <br> 2024		June 30, 2025		June 30, <br> 2024
Americas	$	19,823	$	16,497	$	17,126	$	70,126	$	78,203
EMEA		5,330		6,048		26,194		30,898		64,025
APJ		3,686		5,955		5,755		21,899		18,099
	$	28,839	$	28,500	$	49,075	$	122,923	$	160,327

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Exhibit 99.2

FYQ4’25COMBINED Script

Intro: Brent Stringham

Good afternoon, and thank you for joining our fiscal fourth quarter and full year 2025 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, management may make forward-looking statements which involve risks and uncertainties that could cause our results to differ materially from management's current expectations.

We encourage you to review the cautionary statements and risk factors contained in the earnings release, which was furnished to the SEC today and is available on our website, and in the Company’s SEC filings such as its 10-K and 10-Qs. Lantronix undertakes no obligation to revise or update publicly any forward-looking statements to reflect future events or circumstances.

Please refer to the news release and the financial information in the investor relations section of our website for additional details that will supplement management’s commentary.

Furthermore, during the call, the Company 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:

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

Fiscal 2025 marked a turning point for Lantronix — a year of disciplined execution, meaningful transformation, and building the foundation for sustainable, long-term growth. That progress was evident in our fourth quarter results, with revenue of $28.8 million and non-GAAP EPS of $0.01, both well within our quarterly guidance range. These results reflect a return to growth in our core revenue base, excluding the impact of Gridspertise, our EMEA smart grid customer.

As we enter the new fiscal year, we see powerful industry dynamics creating significant opportunities for Lantronix. We believe we are entering a multi-year growth cycle for unmanned aerial systems, supported by record defense funding and favorable regulatory momentum. According to the U.S. Department of Defense, more than $13 billion is earmarked for unmanned platforms in 2026, with an increased focus on secure, U.S.-made technologies. We believe the demand environment for our solutions has never been stronger.

Against this backdrop of growing demand, we are beginning to see meaningful traction in the market, highlighted by our most recent win with Red Cat’s Teal Drones, which we formally announced last week. We’ve been collaborating with their team for some time, and our TAA- and NDAA-compliant solution now powers Teal’s Black Widow drones for the U.S. Army’s Short-Range Reconnaissance Program. As a Blue UAS-approved platform, this program highlights both the rigor of the qualification process and the mission-critical role of our technology. We began shipments in the June quarter, generating initial revenue and strengthening visibility into fiscal 2026.

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We believe our competitive edge lies in our deep camera expertise — military and other high performance drone requirements include advanced camera tuning, sensor fusion, and complex software integration — capabilities we have refined over many years. Equally important, being North America-based and fully compliant with NDAA and TAA regulations further positions us as a trusted supplier to OEMs and defense contractors engaged in U.S. government programs. Red Cat’s Teal Drones exemplifies how our secure edge compute solutions drive long-term growth opportunities in the drone market.

Beyond defense, our partnership with Aerora highlights our ability to deliver high-performance Edge AI solutions for commercial drone applications. By combining our compute module with Teledyne FLIR’s thermal camera and Prism’s AI software, we enable more intelligent, real-time decision-making for applications like autonomous flight, surveillance, and industrial inspection. Early market feedback has been very positive, and we expect revenue contribution from these solutions to begin in fiscal 2026.

Looking ahead, we see broader industry trends, including government investment and rising demand for U.S.-based suppliers, creating a strong runway for both defense and commercial growth.

Moving to our next win, we recently signed a multi-year agreement with a major U.S. mobile carrier to provide devices and services as they modernize over 50,000 backup power systems at wireless cell sites nationwide. This win is a strong validation of our edge infrastructure strategy, enabling resilient network uptime, improved lifecycle management, and real-time operational visibility across thousands of distributed locations. So far, we’ve booked nearly all the initial units and have begun shipping in the June quarter, with additional orders expected as the rollout continues. We believe this is a long-term opportunity with this customer, and expect additional volume beyond this initial deployment, reflecting the depth of our relationship and the strategic nature of this program.

In addition to the sizable hardware deployment, this design win also incorporates our Percepxion platform, enabling remote monitoring and ongoing management of connected assets. As these devices are brought online, we expect they will contribute to our growing base of high-margin annual recurring revenue. This win also opens the door to broader collaboration with the carrier over time, including additional software-enabled services and potential expansion across their larger network footprint.

These types of wins highlight our transition from a traditional hardware supplier to a strategic platform partner, helping customers accelerate intelligence at the edge. This evolution positions us to capture a larger share of customer wallet, deepen long-term relationships, and embed our solutions more directly into their critical operations. By moving up the value chain, we are not only expanding revenue opportunities but also creating a stickier, higher-margin business over time.

Turning to our growth outlook…

As we turn the corner into a new fiscal year, we’re seeing growing momentum fueled by recent design wins that are expanding our customer base and enhancing the predictability of our business. This diversification marks an important step forward as we move past the impact of Gridspertise and underscores the underlying strength of our core platform.

Q1 is off to a strong start, with healthy engagement from both new and existing customers across multiple verticals. Our core business has stabilized and is now positioned to deliver growth over the longer term. At the same time, we’re beginning to see encouraging traction in our Edge AI strategy.

Looking ahead, our visibility into fiscal 2026 has improved, supported by momentum across the two strategic pillars of our platform: Edge IoT — spanning compute and connectivity — and Network Infrastructure, encompassing Out-of-Band management and networking solutions. This momentum is being driven by:

1.	Recent design wins in Edge IoT & Out of Band
2.	Continued investment in product innovation; and
3.	Expanding relationships across our distribution and technology partner ecosystem.

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Together, these initiatives reinforce our ability to scale profitably and capture long-term opportunities at the intelligent edge. With that, I’ll turn the call over to Brent to provide more detail on our financial performance.

Brent?

Brent Stringham:

Thanks, Saleel.

Building on that strategic context, I’ll now walk through our fourth quarter and fiscal 2025 financial results, highlight the key drivers behind our performance, and provide our outlook for the first quarter of fiscal 2026.

Looking back on fiscal 2025, we delivered revenue of $123 million, reflecting the transition from a record fiscal 2024 to a more normalized revenue base. As we’ve noted before, fiscal 2024 included a significant contribution from Gridspertise, which accounted for roughly 25% of revenue that year.

In fiscal 2025, we recognized just over $11 million from Gridspertise in the first half, with minimal revenue contribution in the second half of the year as the customer continued to work through its prior deployments. Excluding this customer, our core revenue base stabilized in the second half of the year, and the operational discipline we’ve driven over the last 12 months positions us for more sustainable and diversified growth in fiscal 2026.

In the fourth quarter of fiscal 2025, we delivered revenue of $28.8 million, a sequential increase from $28.5 million in the prior quarter, and approximately 4% higher than fiscal Q4 2024 when excluding the impact of Gridspertise. This growth, driven by continued momentum in our Edge IoT products, underscores the strength of our core platform and the benefits of a more diversified revenue base.

Turning to margins…

In the fourth quarter, GAAP gross margin was 40.0%, compared to 43.5% in the prior quarter and 38.1% in the year-ago period. On a non-GAAP basis, gross margin was 40.6%, versus 44.1% last quarter and 38.8% in the year-ago quarter. The sequential decline primarily reflects inventory charges for aged inventory and higher duties and tariffs incurred in the quarter.

Despite these temporary impacts, margins remain above the year-ago period, reflecting benefits from our ongoing cost and supply chain initiatives as well as a favorable product mix. As we continue to carefully manage our inventories and the impact of tariffs, we expect gross margins to recover to the levels we achieved in the first half of fiscal 2025.

We’ve made strong progress on our 90-day plan to further improve our cost structure and supply chain efficiency. As of today, the vast majority of U.S.-bound products are now manufactured outside of China, reducing costs and minimizing potential tariff exposure going forward.

Turning to expenses and profitability…

GAAP operating expenses in the fourth quarter of fiscal 2025 were $14.7 million, down from $16.0 million in the prior quarter and $18.2 million in the year-ago period.

GAAP net loss for the fourth quarter of fiscal 2025 was $2.6 million, or 7 cents per share, compared to GAAP net income of $400 thousand, or 1 cent per share, in the year-ago quarter. GAAP results for both the fiscal fourth quarter and full year include restructuring charges of $900,000 and $3.5 million, respectively, related to the cost-reduction initiatives we executed during the year. On a non-GAAP basis, we reported net income of just under $400,000, or 1 cent per share, compared to non-GAAP net income of $1.1 million, or 3 cents per share, in the prior quarter.

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The cost reductions that we have discussed in recent quarters continue to benefit our P&L, with non-GAAP operating expenses down by just under $200,000 from the prior quarter and approximately $1.9 million compared to the year-ago quarter.

Importantly, the proactive steps we took have reduced just over $4 million of costs relative to fiscal 2024, and the implemented efficiency measures have created a leaner operating structure and meaningful leverage in our model. We streamlined our operations, optimized our supply chain, and reduced operating expenses while continuing to invest in strategic growth initiatives. These actions allowed us to maintain profitability on a non-GAAP basis despite the year-over-year revenue decline.

Turning to the balance sheet……

1.	Net<br>inventories decreased to $26.4 million as of June 30, 2025, compared to $28.2 million in the prior quarter and $27.7 million at the end<br>of fiscal 2024.
2.	We ended the June quarter with cash and cash equivalents of $20.1 million, up from the prior quarter.<br>For the quarter, we generated positive operating cash flow, bringing our full-year fiscal 2025 operating cash flow to $7.3 million.
3.	During the year, we paid down approximately $4.5 million of term debt, or 28% of our outstanding balance.<br>As of June 30, 2025, our remaining debt was approximately $11.8 million, resulting in a net cash position of $8.3 million, providing us<br>with a stronger balance sheet entering fiscal 2026.

We also recently refinanced this term debt into an asset-backed line of credit with the same lending partner. This refinancing reduces interest expense, provides greater flexibility on principal repayments, and extends the maturity to August 2028. Together with our debt reduction efforts, these actions strengthen liquidity and improve the efficiency of our capital structure.

Now turning to our outlook for the first quarter of fiscal 2026, which ends September 30, 2025:

·	We expect revenue to be in the range of $28.5 million to $30.5 million.
·	Non-GAAP EPS is expected to be in the range of 2 to 4 cents per share.

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

Saleel Awsare:

Thanks, Brent.

To close, fiscal 2025 was a year of transformation for Lantronix — one in which we built a strong foundation for profitable growth and positioned the Company to capitalize on high-value opportunities in Edge AI and infrastructure modernization.

We reshaped our global operations, establishing four Centers of Excellence, streamlined our cost structure, and strengthened our balance sheet. We successfully integrated the NetComm IoT acquisition and deepened our strategic partnership with Qualcomm, expanding our capabilities in Edge IoT and AI-driven innovation.

On top of this, we proactively mitigated tariff exposure and re-aligned our supply chain, actions that reduce risk and support improved gross margin performance going forward.

Collectively, these initiatives have focused our resources on the highest impact opportunities, embedded meaningful operating leverage into our model, and strategically repositioned Lantronix to scale with sustained profitability as we enter fiscal 2026.

With that, we’ll now open the call for your questions.

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