UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
November 10, 2026
LCI INDUSTRIES
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-13646 |
|
13-3250533 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| 3501 County Road 6 East, Elkhart, Indiana |
|
46514 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (574) 535-1125
N/A
(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 (see
General Instruction A.2. below):
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
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(s) |
|
Name of each exchange on which registered |
| Common Stock, $.01 par value |
|
LCII |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
As previously disclosed, on June 30, 2026, LCI
Industries (the “Company”), a Delaware corporation, entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with Patrick Industries, Inc. (“Patrick”), an Indiana corporation, Planet First Merger Sub Inc., a newly formed Delaware corporation
and a direct wholly owned subsidiary of Patrick (“First Merger Sub”), and Planet Second Merger Sub LLC, a newly formed Indiana
limited liability company and a direct wholly owned subsidiary of Patrick (“Second Merger Sub”). The Merger Agreement provides
for, among other things and subject to the satisfaction or waiver of the conditions set forth therein, the merger of First Merger Sub
with and into the Company (the “First Merger”), with the Company surviving the First Merger as a direct wholly owned subsidiary
of Patrick, followed immediately by the merger of the Company with and into Second Merger Sub (the “Second Merger” and, together
with the First Merger, the “Merger”), with Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary
of Patrick.
On November 10, 2026, the Company issued a press
release announcing that it received a revised unsolicited, non-binding proposal from Monomoy Capital Partners to acquire all outstanding
shares of the Company (the “Revised Monomoy Proposal”) and its Board of Directors, in consultation with its outside financial
and legal advisors, has unanimously determined that the Revised Monomoy Proposal does not constitute a superior proposal and is not reasonably
likely to lead to a superior proposal. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Index:
| 99.1 |
Press Release dated November 10, 2026. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Important Information About the Proposed Transaction and Where to
Find It
In connection with the proposed Merger between
the Company and Patrick, Patrick filed with the Securities and Exchange Commission (the “SEC”) a registration statement on
Form S-4 (File No. 333-299100) that included a preliminary joint proxy statement of the Company and Patrick that also serves as a prospectus
of Patrick with respect to shares of Patrick’s common stock to be issued in the proposed Merger. The registration statement was
declared effective by the SEC on October 19, 2026, and the Company and Patrick commenced mailing the definitive joint proxy statement/prospectus
(the “Joint Proxy Statement/Prospectus”) to their respective stockholders on or about October 19, 2026. Supplements to the
definitive joint proxy statement/prospectus have been filed with the SEC on October 30, 2026, November 9, 2026 and November 10, 2026.
This Current Report on Form 8-K is not a substitute for the Joint Proxy Statement/Prospectus. The Company and Patrick may file other relevant
documents with the SEC regarding the proposed Merger. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND PATRICK ARE URGED TO READ THE
REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE
SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND RELATED MATTERS. Investors and security holders may obtain free copies of the registration
statement and the Joint Proxy Statement/Prospectus, any amendments or supplements thereto, and other documents filed with the SEC by the
Company and Patrick through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by the Company are
available free of charge on the Company’s website at lippert.com under the tab “Investors” and under the heading “Financials”
and subheading “SEC Filings.” Copies of documents filed with the SEC by Patrick are available free of charge on Patrick’s
website at patrickind.com under the tab “Investors” and under the heading “SEC Filings.”
No Offer or Solicitation
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities
or a solicitation of any vote or approval, nor shall there be any sale, issuance or transfer of securities, in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This Current Report on Form 8-K does not constitute a prospectus or prospectus-equivalent document. No offering or sale of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise
in accordance with applicable law.
Special Note Regarding Forward-Looking Statements
Information in this Current Report on Form 8-K, other than statements of historical facts, may constitute forward-looking statements,
for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended, and involve a number of risks and uncertainties. These statements include, but are not limited to,
statements about the benefits of the proposed transaction between the Company and Patrick, including future financial and operating results
(including the anticipated impact of the transaction on the Company’s and Patrick’s respective earnings), statements related
to the expected timing of the completion of the transaction, the combined company’s plans, objectives, expectations and intentions,
and other statements that are not historical facts. Forward-looking statements may be identified by terminology such as “may,”
“will,” “should,” “targets,” “scheduled,” “plans,” “intends,”
“goal,” “anticipates,” “expects,” “believes,” “forecasts,” “outlook,”
“estimates,” “potential,” or “continue” or negatives of such terms or other comparable terminology,
but not all forward-looking statements include such identifying terminology.
All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or
achievements of the Company or Patrick to differ materially from any results expressed or implied by such forward-looking statements.
Such factors include, among others, (1) the risk that the cost savings and any revenue synergies from the transaction, or the implied
value that LCI stockholders can realize through their pro forma ownership in the combined company, may not be fully realized or may take
longer than anticipated to be realized, (2) disruption to each party’s business as a result of the announcement and pendency of
the transaction, (3) the risk that the integration of each party’s operations will be materially delayed or will be more costly
or difficult than expected or that the parties are otherwise unable to successfully integrate as a result of unexpected factors or events,
(4) the failure to obtain the necessary approvals by the stockholders of the Company or Patrick, (5) the ability by each of the Company
and Patrick to obtain required governmental approvals of the transaction on the timeline expected, or at all, and the risk that such approvals
may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction,
(6) reputational risk and the reaction of each party’s customers, suppliers, employees or other business partners to the transaction,
(7) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the transaction
or the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (8) the
possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events,
(9) risks related to management and oversight of the expanded business and operations of the combined company due to the increased size
and complexity, (10) the possibility of increased scrutiny by, and/or additional regulatory requirements of, governmental authorities
as a result of the transaction or the size, scope and complexity of the combined company’s business operations, (11) the outcome
of any legal or regulatory proceedings that may be currently pending or later instituted against the Company, Patrick or the combined
company before or after the transaction, and (12) general competitive, economic, political and market conditions and other factors that
may affect future results of the Company and Patrick. Additional factors which could affect future results of the Company and Patrick
can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February
26, 2026, under the captions “Special Note Regarding Forward-Looking Statements” and “Risk Factors,” and the Company’s
subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and Patrick’s Annual Report on Form 10-K for the year
ended December 31, 2025, which was filed with the SEC on February 19, 2026, under the captions “Information Concerning Forward-Looking
Statements” and “Risk Factors,” and Patrick’s subsequent Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K, in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov. The Company and Patrick disclaim
any obligation and do not intend to update or revise any forward-looking statements contained in this Current Report on Form 8-K, which
speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities
laws.
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.
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LCI INDUSTRIES |
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(Registrant) |
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|
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By: |
/s/ Lillian D. Etzkorn |
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|
Lillian D. Etzkorn |
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|
Chief Financial Officer |
Dated: November 10, 2026
