8-K

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):

January 1, 2026

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

On January 1, 2026, Lantronix, Inc. (the "Company") entered into an amendment to the letter agreement with its Chief Financial Officer, Brent Stringham, providing for the following compensation adjustment:

Effective January 1, 2026, Mr. Stringham’s annual base salary has been increased to $375,000 USD.

The foregoing description of the amendment to Mr. Stringham’s letter agreement is a summary, does not purport to be complete and is qualified in its entirety by reference to the Amendment to Offer Letter, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Amendment to Offer Letter, dated as of January 1, 2026, between Brent Stringham and Lantronix, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

---

| 2 |

| --- |

---

SIGNATURES

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

LANTRONIX, INC.
By:	/s/ Brent Stringham
	Brent Stringham<br><br>Chief Financial Officer

Date: January 6, 2026

| 3 |

| --- |

Exhibit 10.1

January 1, 2026

Brent Stringham

c/o Lantronix, Inc.

48 Discovery, Suite 250

Irvine, CA 92618

Dear Brent:

We want to thank you for your dedicated service to Lantronix, Inc (“Lantronix” or “Company”) since 2012 and to confirm the terms of your compensation adjustment, as set forth in this letter. The terms and conditions of your employment are set forth in the certain letter agreement, dated September 13, 2024, by and between you and the Company, as amended on January 6, 2025 (the “Letter Agreement”).

Effective as of the date hereof, the section of the Letter Agreement titled “BASE SALARY” is hereby amended and restated in its entirety to read as follows:

“While you are employed with the Company as Chief Financial Officer, the Company shall pay you a bi-weekly base salary in the amount of $14,423.08 ($375,000.00 on anannualized 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.”

ACCEPTANCE

To indicate your agreement with the above, please sign the 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 ACCPETED BY:

Employee Signature:		/s/ Brent Stringham
Employee Name:	Brent Stringham