LCI Industries (LCII) confirms Patrick Form S-4 filing for proposed merger
Filing Impact
Filing Sentiment
Form Type
425
Rhea-AI Filing Summary
LCI Industries sent an employee communication describing the proposed transaction with Patrick Industries and the companies' plan to file a Patrick registration statement on Form S-4 that will include a joint proxy statement/prospectus regarding shares to be issued in the transaction. The message directs investors to read the registration statement and the Joint Proxy Statement/Prospectus when filed and explains where free copies will be available on the SEC website and each company’s investor site. It lists prior public filings that disclose directors, officers and ownership and summarizes customary forward-looking statement risk factors and closing-condition risks tied to approvals, regulatory clearances and integration.
Positive
- None.
Negative
- None.
Insights
Documents to be filed: a Patrick Form S-4 with a joint proxy/prospectus.
The communication confirms that Patrick will file a Form S-4 containing a joint proxy statement/prospectus for the proposed merger consideration paid in Patrick common stock. It reiterates that the definitive joint proxy/prospectus will be mailed to stockholders when available and identifies SEC filings and company investor webpages as sources for free copies.
The message preserves customary qualifiers: closing remains subject to approvals, regulatory clearances, and satisfaction of merger-agreement conditions. Cash‑flow treatment and deal economics are not disclosed in the excerpt; timing and final terms are dependent on the forthcoming joint proxy statement/prospectus.
Communication emphasizes disclosure and solicitation protocol, not deal economics.
The employee notice focuses on procedural compliance: proxy solicitation participants, sources of director/officer ownership data, and instructions to review forthcoming SEC materials. It cites the LCI and Patrick 2025 Form 10-Ks and recent proxy filings as sources for background ownership information.
Key risks are restated as forward‑looking statements, including integration, approvals and potential delays. The cash‑flow implications and specifics of consideration are delegated to the joint proxy/prospectus to be filed.
Key Figures
Form S-4 filing: Form S-4
Communication date: July 1, 2026
LCI 10-K period: year ended December 31, 2025
+2 more
5 metrics
Form S-4 filing
Form S-4
Patrick registration statement to include joint proxy/prospectus
Communication date
July 1, 2026
employee message date
LCI 10-K period
year ended December 31, 2025
LCI 2025 Form 10-K referenced
Patrick 10-K period
year ended December 31, 2025
Patrick 2025 Form 10-K referenced
Recent Form 3/4 dates
March–June 2026
listed dates of Form 3/Form 4 filings for officers/directors
Key Terms
Form S-4, Joint Proxy Statement/Prospectus, forward-looking statements
3 terms
Form S-4 regulatory
"a Patrick registration statement on Form S-4 that will include a joint proxy"
A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.
Joint Proxy Statement/Prospectus regulatory
"a definitive joint proxy statement/prospectus, which will be mailed to stockholders"
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.
forward-looking statements financial
"Information in this communication...may constitute forward-looking statements"
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.
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: July 1, 2026 On July 1, 2026, the following message was sent to corporate employees of LCI Industries (the “Company”) in connection with the proposed transaction between the Company and Patrick Industries, Inc.
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 on: (1) March 31, 2026, March 31, 2026, April 1, 2026, April 20, 2026, May 13, 2026, May 13, 2026, May 13, 2026, May 13, 2026, May 13, 2026, May 13, 2026, May 13, 2026, May 14, 2026, June 5, 2026, June 5, 2026 and June 5, 2026, with respect to directors and executive officers of LCI, (2) May 6, 2026, May 6, 2026, May 6, 2026, May 6, 2026, May 6, 2026, May 18, 2026, May 18, 2026, May 18, 2026, May 18, 2026, May 18, 2026, May 18, 2026, May 18, 2026, May 18, 2026, May 21, 2026, May 28, 2026, June 11, 2026 and June 24, 2026, with respect to directors and executive officers of Patrick and (3) other filings made from time to time with the SEC. 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 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.
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 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.
FAQ
What filings will LCI Industries (LCII) and Patrick file with the SEC about the deal?
They state Patrick will file a registration statement on Form S-4 that will include a joint proxy statement/prospectus; definitive materials will be mailed to stockholders. The companies may also file additional SEC documents related to the proposed transaction.
Where can investors obtain free copies of the joint proxy statement/prospectus?
Free copies will be available on the SEC website at sec.gov, on LCI’s investor site at lippert.com, and on Patrick’s investor site at patrickind.com when the filings are posted.
Who may be participants in the proxy solicitation for the proposed transaction?
The communication identifies LCI, Patrick and their respective directors and executive officers as possible participants in the proxy solicitation and refers investors to specified Form 10-Ks and proxy statements for ownership details.
Does this communication constitute an offer to buy or sell securities?
No. The message states it is not an offer or solicitation to buy or sell securities and that any sale will be made only by means of a prospectus meeting legal requirements.
What risks do LCI and Patrick highlight about the proposed transaction?
They list customary forward-looking risks including realizing cost savings and synergies, business disruption, integration delays or costs, stockholder and regulatory approvals, and potential legal or regulatory proceedings affecting completion.