Filed by LCI Industries
pursuant to Rule 425 under the Securities Act of
1933
and deemed filed pursuant to Rule 14a-6
under the Securities Exchange Act of 1934
Subject Company: LCI Industries
Commission File No. 001-13646
Date: November 10, 2026
On November 10, 2026, Johnny Sirpilla, the Interim Chief Executive
Officer of LCI Industries (the “Company”), sent the following message to all of the Company’s employees via email in
connection with the proposed transaction between the Company and Patrick Industries, Inc. (“Patrick”):
From: Johnny Sirpilla
Subject: Update on Monomoy Proposal
Date: Tuesday, November 10, 2026 7:38 AM
Team,
This morning we issued a press release announcing that LCI has received
a revised, unsolicited, non-binding proposal from Monomoy Capital Partners to acquire the Company, and at the same time that our Board
of Directors has concluded that the merger with Patrick continues to be the best path forward for LCI and our shareholders.
As I shared previously, the Board has a fiduciary duty to review any
proposals it receives, and we did that again with Monomoy’s revised offer. Following a thorough review with the assistance of our
outside financial and legal advisors, the Board unanimously determined that the revised unsolicited, non-binding proposal we received
from Monomoy Capital Partners is not a superior proposal and is not reasonably likely to lead to a superior proposal under the terms of
our merger agreement with Patrick. A copy of that press release can be found here (https://www.businesswire.com/news/home/20261109191014/en/LCI-Board-Determines-that-Revised-Unsolicited-Non-Binding-Proposal-from-Monomoy-Capital-Partners-Does-Not-Constitute-a-Superior-Proposal).
I appreciate your continued patience and dedication to your day-to-day
responsibilities throughout this period, and we will continue to keep you informed on relevant updates. Your focus on delivering for our
customers and our communities remains key, as the Patrick transaction is on track to close in the first half of 2027.
As a reminder, if you receive questions from customers, partners, or
anyone outside the company, please do not engage or speculate, and instead forward them to Lillian Etzkorn at investors@LCI1.com.
Sincerely,
Johnny
Johnny Sirpilla
Interim CEO
Lippert
www.lci1.com
Special Note Regarding Forward-Looking Statements
Information in this communication, 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 Industries (the “Company”)
and Patrick Industries, Inc. (“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, the implied value that LCI shareholders 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 Securities and Exchange Commission 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 disclaims 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.
Important Information About the Proposed Transaction and Where
to Find It
In connection with the proposed transaction between the Company and
Patrick, Patrick filed with the SEC a registration statement on Form S-4 (File No. 333-299100) that included a preliminary joint proxy
statement of Patrick and the Company that also serves as a prospectus of Patrick with respect to shares of Patrick’s common stock
to be issued in the proposed transaction. 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 (as amended or supplemented, 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 communication 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 transaction. 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 TRANSACTION 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 http://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 communication 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. It 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.
