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above. A copy of the presentation, which is available at www.lsicorp.com, related to this conference call is attached as Exhibit 99.2 to this report and is incorporated by reference herein. LSI’s presentation discloses certain financial results both in accordance with generally accepted accounting principles (“GAAP”) and on a non-GAAP basis with adjustments for certain items. LSI’s management believes that presentation of these non-GAAP financial measures and their related reconciliations are…
Entry into a Material Definitive Agreement. On March 24, 2026, LSI Industries Inc. (“ LSI ” or the “ Company ”) entered into a Credit Agreement by and among PNC Capital Markets LLC (“ PNC Capital ”) and PNC Bank, National Association, as Administrative Agent, Swingline Loan Lender and Issuing Lender (“ PNC Bank ” and together with PNC Capital, “ PNC ”), the other lenders party thereto and the guarantors party thereto. The Credit Agreement provides LSI with a senior secured credit facility (“…
of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and shall not be deemed “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended. Cautionary Language Concerning Forward-Looking Statements This report contains certain forward-looking statements that are subject to numerous assumptions, risks or uncertainties. The Private Securities Li…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information in
Completion of Acquisition or Disposition of Assets. As previously disclosed, on February 20, 2026, LSI entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Royston and Rhino Acquisition Company, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (the “ Merger Sub ”), pursuant to which LSI agreed to acquire Royston in a reverse triangular merger, resulting in Royston becoming a wholly-owned subsidiary of LSI (the “ Merger ”). On March 24, 2026, LS…
Entry into a Material Definitive Agreement. On February 26, 2026, LSI Industries Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc., as representative of the several underwriters named therein (collectively, the “Underwriters”), relating to the offering, issuance and sale of 4,600,000 shares of the Company’s common stock, no par value (the “Shares”). The offering price of the Shares to the public in the offering is $19.75 per…
Entry into a Material Definitive Agreement. On February 20, 2026, LSI Industries Inc. (“ LSI ” or the “ Company ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with SRR Holdings, Inc., a Delaware corporation (“ Royston ”), and Rhino Acquisition Company, Inc., a Delaware corporation and a wholly-owned direct subsidiary of the Company (the “ Merger Sub ”), pursuant to which LSI, through Merger Sub, agreed to merge with and into Royston, with Royston surviving (the “ M…
Other Events On September 12, 2025, LSI filed with the SEC a registration statement on Form S-3 for the purpose of registering the shares of common stock identified in the preliminary prospectus supplement LSI filed on February 25, 2026. Risk Factors related to Royston, the Merger, and the combined company, Business about Royston and Certain Information About Royston (the “ Royston Business Section ”), as well as Royston’s Management’s Discussion and Analysis of Financial Condition and Result…
Regulation FD Disclosure . On February 25, 2026, the Company issued a press release announcing the execution of the Merger Agreement. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. On February 26, 2026, the Company is hosting a conference call for the benefit of its investors to discuss the Merger. The Company’s investor presentation containing additional information regarding the Merger is attached hereto as Exhibit 99.2 and incorporated by referen…
above. A copy of the presentation, which is available at www.lsicorp.com, related to this conference call is attached as Exhibit 99.2 to this report and is incorporated by reference herein. LSI’s presentation discloses certain financial results both in accordance with generally accepted accounting principles (“GAAP”) and on a non-GAAP basis with adjustments for certain items. LSI’s management believes that presentation of these non-GAAP financial measures and their related reconciliations are…
above. A copy of the presentation, which is available at www.lsicorp.com, related to this conference call is attached as Exhibit 99.2 to this report and is incorporated by reference herein. LSI’s presentation discloses certain financial results both in accordance with generally accepted accounting principles (“GAAP”) and on a non-GAAP basis with adjustments for certain items. LSI’s management believes that presentation of these non-GAAP financial measures and their related reconciliations are…
Entry into a Material Definitive Agreement. On November 3, 2025, LSI Industries Inc. (“ LSI ” or “ Company ”) and PNC Bank, National Association (“ Bank ”) entered into a Second Amended and Restated Loan Agreement effective as of September 30, 2025 (“ Amended Loan Agreement ”). The Amended Loan Agreement increases the amount of LSI’s borrowing availability under the senior secured revolving credit facility (the “ Revolving Credit Facility ”) from $75 million to $125 million and terminates the…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant . The information set forth under
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . 1. Fiscal Year 2026 Long Term Incentive Plan Effective August 20, 2025, the Compensation Committee (the " Committee ") of the Board of Directors of LSI Industries Inc. (the " Company ") adopted the FY2026 Long Term Incentive Plan (the " LTIP "). The LTIP provides for the issuance of share-based awards to named executive officers and other employee…
above. A copy of the presentation, which is available at www.lsicorp.com, related to this conference call is attached as Exhibit 99.2 to this report and is incorporated by reference herein. LSI’s presentation discloses certain financial results both in accordance with generally accepted accounting principles (“GAAP”) and on a non-GAAP basis with adjustments for certain items. LSI’s management believes that presentation of these non-GAAP financial measures and their related reconciliations are…
above. A copy of the presentation, which is available at www.lsicorp.com, related to this conference call is attached as Exhibit 99.2 to this report and is incorporated by reference herein. LSI’s presentation discloses certain financial results both in accordance with generally accepted accounting principles (“GAAP”) and on a non-GAAP basis with adjustments for certain items. LSI’s management believes that presentation of these non-GAAP financial measures and their related reconciliations are…
Other Events. On March 11, 2025, LSI Industries Inc., an Ohio corporation (the “ Company ” or “ LSI ”), issued a press release announcing the execution and closing of the transactions contemplated by the Share Purchase Agreement by and among CB Holding Company Inc., a wholly owned subsidiary of LSI, and the Canada’s Best Group of Companies. The Share Purchase Agreement provides for CB Holding Company Inc.’s acquisition of the Canada’s Best Group of Companies subject to the terms and condition…
above. A copy of the presentation, which is available at www.lsicorp.com, related to this conference call is attached as Exhibit 99.2 to this report and is incorporated by reference herein. LSI’s presentation discloses certain financial results both in accordance with generally accepted accounting principles (“GAAP”) and on a non-GAAP basis with adjustments for certain items. LSI’s management believes that presentation of these non-GAAP financial measures and their related reconciliations are…
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