LTRX 8-K
Lantronix Inc (LTRX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 | ||
| 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) |
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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. | |||
| Date: August 27, 2026 | By: |
/s/ Brent Stringham | |
Brent Stringham Chief Financial Officer | |||
| 3 |
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 [email protected].
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
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 [email protected].
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
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 [email protected].
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