LCI Industries expects Patrick merger vote in late 2026
Integration planning has not begun, and the companies remain separate until the proposed merger closes.
Rhea-AI Filing Summary
LCI Industries (LCII) Interim CEO Johnny Sirpilla told employees that work on the proposed merger with Patrick Industries is proceeding through legal, financial and government-approval steps. He said a preliminary Form S-4 registration statement is part of the process. Patrick’s preliminary joint proxy statement/prospectus is not complete and may change. The companies have not begun planning integration of day-to-day operations, and the message says Lippert and Patrick remain separate, independent companies until the transaction closes.
The next major milestone is a shareholder vote, which LCI Industries currently expects toward the end of this year. After the registration statement is declared effective by the SEC, a definitive joint proxy statement/prospectus will be mailed to stockholders of both companies.
Positive
- None.
Negative
- None.
Insights
Analyzing...
Key Terms
Registration Statement on Form S-4, Preliminary Joint Proxy Statement/Prospectus, closing conditions, forward-looking statements
4 terms
Registration Statement on Form S-4 regulatory
"filing a preliminary Registration Statement on Form S-4"
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.
Preliminary Joint Proxy Statement/Prospectus regulatory
"a preliminary joint proxy statement of the Company and Patrick"
closing conditions regulatory
"the failure of the closing conditions in the merger agreement"
Closing conditions are specific requirements or steps that must be met before a financial deal or transaction can be finalized. They act like a checklist that ensures all necessary details are confirmed and agreed upon, giving both parties confidence that the deal is ready to be completed. Meeting these conditions is essential for the transaction to move forward smoothly and successfully.
forward-looking statements regulatory
"All forward-looking statements are subject to risks"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Has LCII started integration planning with Patrick Industries?
No. Interim CEO Johnny Sirpilla said the companies have not yet moved into planning the integration of day-to-day operations. The message says Lippert and Patrick remain separate, independent companies until the transaction officially closes.
When will LCII stockholders receive the definitive joint proxy statement/prospectus?
A definitive joint proxy statement/prospectus will be mailed to stockholders of LCI Industries and Patrick Industries after the registration statement is declared effective by the SEC.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Filed by LCI Industries pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Act of 1934 Subject Company: LCI Industries Commission File No. 001-13646 Date: September 25, 2026 On September 25, 2026, the following message from Interim CEO Johnny Sirpilla was sent to all employees of LCI Industries (the “Company”) via email and text message in connection with the proposed transaction between the Company and Patrick Industries, Inc. Team, I want to share an update on our previously announced merger with Patrick Industries and where we are in the process. Since the announcement, the finance and legal teams at both companies have been working through the steps required before the merger can be completed. We continue to make steady progress. One of those steps was filing a preliminary Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (SEC). Simply put, this is a required public document that provides shareholders with certain information about the proposed merger, including the terms of the transaction, information about both companies, and other important considerations shareholders need before voting on the merger. That filing is part of the normal regulatory review process and will be finalized in the near future. Our next major milestone is preparing for a shareholder vote, which we currently expect to occur toward the end of this year. I also want to be clear about what is—and is not—happening today. The work to this point has primarily involved the legal, financial and government approval processes required to complete the merger. We have not yet moved into planning the integration of the day-to-day operations of our two companies. Until the transaction officially closes, Lippert and Patrick remain two separate, independent companies. For all of us, that means our priorities today remain the same: take care of our customers, support one another, operate safely, deliver quality products, and continue being a positive force in the communities where we live and work. I understand that a merger of this size naturally creates questions about what the future may look like. We are committed to communicating openly with you as we move through the process. There will be things we simply cannot answer yet because decisions have not been made or because the transaction has not reached that stage. When we have meaningful information that we can appropriately share, you will hear it from us. If you receive questions about the merger from the media, investors, suppliers, or other outside parties, please do not respond on behalf of the company. Instead, forward the inquiry to Lillian Etzkorn at letzkorn@lci1.com. Most importantly, thank you. There is a lot happening around us, but the work happening inside Lippert every day remains what matters most. I appreciate your continued focus, professionalism, and commitment to our customers and to each other. We will keep moving forward, and we will keep communicating with you along the way. Johnny
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 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 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 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 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 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 has filed relevant materials with the Securities and Exchange Commission (the “SEC”), including, among other filings, a Patrick registration statement on Form S-4 that includes a preliminary joint proxy statement of the Company 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 (the “Preliminary Joint Proxy Statement/Prospectus”). The information in the Preliminary Joint Proxy Statement/Prospectus is not complete and may be changed. After the registration statement is declared effective by
the SEC, a definitive joint proxy statement/prospectus, will be mailed to stockholders of the Company and Patrick (the “Joint Proxy Statement/Prospectus”). The Company 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 the Company and Patrick may file with the SEC. INVESTORS AND SECURITY HOLDERS OF THE COMPANY 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 (as available) 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 the documents filed with the SEC by the Company will be 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 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 The Company, Patrick and their respective directors and executive officers may be considered participants in the solicitation of proxies from the stockholders of each of the Company and Patrick in connection with the proposed transaction. Information about the directors and executive officers of the Company and their ownership of the Company 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, 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, and its proxy statement for its 2026 annual meeting, which was filed with the SEC on March 30, 2026. To the extent holdings of the Company’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. Information about the directors and executive officers of the Company 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 the Company’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 the Company’s or Patrick’s website as described above. 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 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. 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.