LCI Industries resets antitrust clock on Patrick deal
LCI Industries (LCII) reports a procedural update on its planned merger with Patrick Industries.
Rhea-AI Filing Summary
LCI Industries (LCII) reports a procedural update on its planned merger with Patrick Industries. LCI previously agreed to a two-step merger in which it will become a wholly owned subsidiary of Patrick through sequential mergers with Patrick’s wholly owned subsidiaries. In connection with U.S. antitrust review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, both companies submitted Premerger Notification and Report Forms on August 5, 2026. LCI then voluntarily withdrew its HSR notification on September 4, 2026 and refiled it on September 9, 2026, starting a new HSR waiting period. Completion of the mergers remains conditioned on expiration or termination of this waiting period and on satisfaction or waiver of the other closing conditions in the merger agreement.
Positive
- None.
Negative
- None.
Filing Explained
No securities are offered or issued by this communication; any Patrick-share issuance would be addressed in a later S-4 tied to the proposed merger.
This filing communicates about the proposed LCI–Patrick transaction, but it is not an offer or a sale, issuance, or transfer of securities; it therefore does not itself change ownership through a securities transaction.
The filing points to a later Patrick Form S-4 containing a joint proxy statement/prospectus and addressing Patrick common stock to be issued in the proposed transaction; those materials are not this filing.
Key Figures
Initial HSR filing date: August 5, 2026
HSR withdrawal date: September 4, 2026
HSR refiling date: September 9, 2026
3 metrics
Initial HSR filing date
August 5, 2026
Date LCI Industries and Patrick Industries filed Premerger Notification and Report Forms under the HSR Act
HSR withdrawal date
September 4, 2026
Date LCI Industries voluntarily withdrew its HSR Act notification
HSR refiling date
September 9, 2026
Date LCI Industries refiled its HSR Act notification, starting a new waiting period
Key Terms
Hart-Scott-Rodino Antitrust Improvements Act of 1976, Premerger Notification and Report Forms, waiting period, registration statement on Form S-4, +1 more
5 terms
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
"Premerger Notification and Report Forms pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976"
Premerger Notification and Report Forms regulatory
"each filed their respective Premerger Notification and Report Forms pursuant to the HSR Act"
waiting period regulatory
"The refiling initiated a new waiting period under the HSR Act"
A waiting period is a legally required pause before a corporate action — such as a securities offering, merger, or regulatory approval — can take effect, giving regulators time to review documents and the public time to respond. It matters to investors because it sets when money can change hands and when shares can be traded, creating a window of uncertainty and opportunity much like a cooling-off period before a big purchase.
registration statement on Form S-4 regulatory
"Patrick registration statement on Form S-4 that will include a joint proxy statement"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
Joint Proxy Statement/Prospectus regulatory
"a joint proxy statement of LCI and Patrick that also constitutes a prospectus of Patrick"
A joint proxy statement/prospectus is a single, combined document that both asks shareholders to vote on a proposed transaction and provides the detailed information required when new securities are being offered. Think of it as a combined ballot and product brochure that explains the deal, the companies’ finances, key risks and how ownership will change. Investors rely on it to understand the terms, evaluate risks and make informed voting and investment decisions.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What merger involving LCI Industries (LCII) is described in this filing?
LCI Industries describes a proposed transaction under a Merger Agreement with Patrick Industries involving two sequential mergers, after which LCI would become a wholly owned subsidiary of Patrick through Patrick’s newly formed merger subsidiaries.
What HSR antitrust steps did LCI Industries (LCII) and Patrick take for the merger?
On August 5, 2026, LCI Industries and Patrick Industries each filed Premerger Notification and Report Forms under the Hart-Scott-Rodino Act with the Federal Trade Commission and the Department of Justice in connection with the proposed mergers.
Why did LCI Industries (LCII) refile its HSR notification and what is the effect?
LCI Industries voluntarily withdrew its HSR notification on September 4, 2026 and refiled it on September 9, 2026. The refiling initiated a new HSR Act waiting period, which must expire or be terminated before the mergers can close.
Is the LCI Industries–Patrick Industries merger already completed?
No. The mergers remain subject to expiration or termination of the Hart-Scott-Rodino Act waiting period and to satisfaction or waiver of other closing conditions set forth in the Merger Agreement between LCI Industries and Patrick Industries.
What SEC documents will be prepared for the LCI Industries (LCII) and Patrick merger?
Patrick plans to file a registration statement on Form S-4 containing a Joint Proxy Statement/Prospectus for LCI and Patrick. A definitive Joint Proxy Statement/Prospectus will be mailed to stockholders and will describe the proposed transaction and related matters.
Where can LCI Industries (LCII) investors access information about the proposed merger?
Investors can obtain free copies of the registration statement, Joint Proxy Statement/Prospectus and related filings when available through the SEC’s website at sec.gov, as well as through the investors’ sections of LCI’s website (lippert.com) and Patrick’s website (patrickind.com).
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): September 4, 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) ☐ 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)) 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 “Mergers”), with Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of Patrick. On August 5, 2026, the Company and Patrick each filed their respective Premerger Notification and Report Forms pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “DOJ”) in connection with the Mergers. On September 4, 2026, the Company voluntarily withdrew its HSR Act notification and, on September 9, 2026, refiled its HSR Act notification with the FTC and the DOJ. The refiling initiated a new waiting period under the HSR Act. The expiration or termination of the applicable waiting period under the HSR Act is one of the conditions to the completion of the Mergers. The Mergers remain subject to the satisfaction or waiver of the other closing conditions set forth in the Merger Agreement. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Index: 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 transaction between LCI Industries ("LCI") and Patrick Industries ("Patrick"), LCI and Patrick intend to file relevant materials with the Securities and Exchange Commission (the "SEC"), including, among other filings, a Patrick registration statement on Form S-4 that will include a joint proxy statement of LCI and Patrick that also constitutes a prospectus of Patrick with respect to shares of Patrick’s common stock to be issued in the proposed transaction, and a definitive joint proxy statement/prospectus, which will be mailed to stockholders of LCI and Patrick (the "Joint Proxy Statement/Prospectus"). LCI and Patrick may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the Joint Proxy Statement/Prospectus or any other document which LCI and Patrick may file with the SEC. INVESTORS AND SECURITY HOLDERS OF LCI AND PATRICK ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY
OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the registration statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by LCI and Patrick through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by LCI will be available free of charge on LCI’s website at lippert.com under the tab "Investors" and under the heading "Financials" and subheading "SEC Filings." Copies of the documents filed with the SEC by Patrick will be available free of charge on Patrick’s website at patrickind.com under the tab "Investors" and under the heading "SEC Filings." Certain Information Regarding Participants LCI, Patrick and their respective directors and executive officers may be considered participants in the solicitation of proxies from the stockholders of each of LCI and Patrick in connection with the proposed transaction. Information about the directors and executive officers of LCI and their ownership of LCI common stock is set forth in its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 26, 2026 (the "LCI 2025 10-K") and its proxy statement for its 2026 annual meeting, which was filed with the SEC on March 27, 2026. Information about the directors and executive officers of Patrick and their ownership of Patrick common stock is set forth in its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 19, 2026 (the "Patrick 2025 10-K") and its proxy statement for its 2026 annual meeting, which was filed with the SEC on March 30, 2026. To the extent holdings of LCI’s or Patrick’s securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC in accordance with applicable SEC rules. Information about the directors and executive officers of LCI and Patrick, including a description of their direct or indirect interests, by security holdings or otherwise, and other information regarding the potential participants in the proxy solicitations, which may be different than those of LCI’s stockholders and Patrick’s stockholders generally, will be contained in the Joint Proxy Statement/Prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction. You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at http://www.sec.gov and from LCI’s or Patrick’s website as described above. 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 in any jurisdiction, 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 LCI and Patrick, including future financial and operating results (including the anticipated impact of the transaction on LCI’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 LCI 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 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 LCI or Patrick, (5) the ability by each of LCI 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 LCI, 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 LCI and Patrick. Additional factors which could affect future results of LCI and Patrick can be found in the LCI 2025 10- K, under the captions "Special Note Regarding Forward-Looking Statements" and "Risk Factors" and LCI’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and the Patrick 2025 10-K, under the captions "Information Concerning Forward-Looking Statements" and "Risk Factors" and Patrick’s 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. LCI and Patrick disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this communication, 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. LCI INDUSTRIES (Registrant) By: /s/ Lillian D. Etzkorn Lillian D. Etzkorn Chief Financial Officer Dated: September 10, 2026