LCI Industries (NYSE: LCII) in $8.1B all-stock merger with Patrick Industries
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
LCI Industries announced an all-stock merger with Patrick Industries that will create a large component supplier to the outdoor recreation, housing and transportation markets. Each share of LCI common stock will be converted into the right to receive 1.2440 shares of Patrick common stock, subject to customary terms and conditions in the Merger Agreement.
After closing, Patrick shareholders are expected to own approximately 52% of the combined company and LCI shareholders about 48%. The companies highlight more than $150 million of estimated annual run-rate cost synergies and a pro forma profile of roughly $8.1 billion in revenue, $1.0 billion in adjusted EBITDA (including synergies) and $508 million in free cash flow.
The combined company is expected to have pro forma net leverage of about 2.1x. Governance will be shared, with a 12‑member board split evenly between designees of each company, Patrick CEO Andy Nemeth leading the combined company, and headquarters in Elkhart, Indiana. The transaction is subject to shareholder approvals, regulatory clearances, effectiveness of a Form S‑4 registration statement and other customary closing conditions, and is expected to close in the first half of 2027.
Positive
- Scale and synergies: The combined company is projected to generate about $8.1 billion in revenue, $1.0 billion in adjusted EBITDA and $508 million in free cash flow, supported by more than $150 million in identified run-rate cost synergies and pro forma net leverage of roughly 2.1x.
- Balanced merger-of-equals structure: Patrick and LCI shareholders are expected to own approximately 52% and 48% of the combined company, respectively, with a 12-member board split 6/6, preserving influence for both shareholder groups.
Negative
- Regulatory and closing risk: Completion depends on Hart‑Scott‑Rodino and other regulatory approvals, effectiveness of a Form S‑4, stockholder approvals at both companies, and absence of material adverse effects, any of which could delay or prevent closing.
- Integration execution risk: Realizing more than $150 million of cost synergies within three years requires successful integration of two large, global manufacturing and distribution platforms, with potential disruption to operations, customers and employees if execution falls short.
Insights
Transformative all-stock merger with sizeable synergies but execution and approval risks.
The combination of LCI Industries and Patrick Industries is a major strategic move, creating a pro forma business with about $8.1 billion in revenue and $1.0 billion in adjusted EBITDA including synergies. Ownership is roughly balanced, with Patrick holders at about 52% and LCI holders at about 48%, which supports the “merger of equals” framing.
The companies target more than $150 million of run-rate cost synergies within three years, mainly from procurement, facilities and G&A, which underpin the projected free cash flow of about $508 million. Pro forma net leverage of roughly 2.1x sits below the stated target range of 2.25x–2.5x, leaving some balance-sheet flexibility for capex, automation, selective M&A and ongoing dividends and buybacks.
Risks are typical for a large, stock-based industrial merger: shareholder approvals for both companies, antitrust and other regulatory clearances under the Hart‑Scott‑Rodino Antitrust Improvements Act of 1976, and integration of two sizeable organizations with approximately LTM Q1 2026 revenue of $3.9 billion for Patrick and $4.2 billion for LCI. The filing notes that failure to secure approvals, delays, higher-than-expected integration costs or weaker-than-expected synergies could affect the combined company’s results.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Exchange ratio: 1.2440 shares of Patrick per LCI share
Post-merger ownership: 52% Patrick, 48% LCI
Run-rate cost synergies: $150+ million
+5 more
8 metrics
Exchange ratio
1.2440 shares of Patrick per LCI share
Merger Consideration at First Effective Time
Post-merger ownership
52% Patrick, 48% LCI
Ownership of combined company after closing
Run-rate cost synergies
$150+ million
Estimated annual synergies within three years of closing
Pro forma revenue
$8.1 billion+
Trailing twelve months as of Q1 2026 for combined company
Pro forma adjusted EBITDA
$1.0 billion
Includes $150 million of run-rate cost synergies
Pro forma free cash flow
$508 million
LTM Q1 2026 including after-tax impact of synergies
Pro forma net leverage
2.1x
Net debt to adjusted EBITDA including cost synergies
Patrick LTM adjusted EBITDA
$446.0 million
Patrick Industries LTM Q1 2026 adjusted EBITDA
Key Terms
Agreement and Plan of Merger, Exchange Ratio, Hart-Scott-Rodino Antitrust Improvements Act of 1976, Form S-4, +2 more
6 terms
Agreement and Plan of Merger regulatory
"entered into an Agreement and Plan of Merger (the “Merger Agreement”)."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Exchange Ratio financial
"such ratio, as may be adjusted pursuant to the terms of the Merger Agreement, the “Exchange Ratio”"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
"termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended"
Form S-4 regulatory
"the effectiveness of a registration statement on Form S-4 with respect to such shares of Patrick Common Stock"
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 Patrick registration statement on Form S-4 that will include a joint proxy statement of the Company 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.
run-rate cost synergies financial
"Accelerates shareholder value creation, with $150+ million of estimated run-rate synergies."
Run-rate cost synergies are the ongoing, annualized savings a company expects to achieve after combining operations with another business, once integration actions (like consolidating offices or cutting overlapping staff) are fully in place. For investors, they matter because they show how a deal is expected to improve future profitability and cash flow — like projecting the yearly savings from merging two households so you can judge whether the combination was worth the price paid.
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): June 30, 2026
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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) | |||||
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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).
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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 1.01 Entry into a Material Definitive Agreement
Agreement and Plan of Merger
On June 30, 2026, LCI Industries, a Delaware corporation (the “Company”), Patrick Industries, Inc., an Indiana corporation (“Patrick”), 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”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Merger Agreement.
The Merger Agreement provides for, among other things and subject to the satisfaction or waiver of specified 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 (the “Initial Surviving Entity”), and immediately following the First Merger, and as part of the same overall transaction as the First Merger, the merger of the Initial Surviving Entity 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.
The Board of Directors of the Company (the “Company Board”) and the Board of Directors of Patrick (the “Patrick Board”) have each unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Mergers.
Merger Consideration
Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the First Merger (the “First Effective Time”), each issued and outstanding share of the Company’s common stock, par value $0.01 per share (“Company Common Stock”) (excluding shares of Company Common Stock held by the Company, Patrick or any of their respective subsidiaries immediately prior to the First Effective Time) will be converted into the right to receive 1.2440 fully paid and nonassessable shares of Patrick’s common stock, no par value (“Patrick Common Stock”) (such ratio, as may be adjusted pursuant to the terms of the Merger Agreement, the “Exchange Ratio”), together with cash in lieu of fractional shares of Patrick Common Stock, without interest (the “Merger Consideration”) and subject to any applicable withholding taxes pursuant to the terms of the Merger Agreement.
Following the Closing Effective Time, the holders of shares of Patrick Common Stock prior to the Mergers will own approximately 52% of Patrick and the holders of shares of Company Common Stock prior to the Mergers will own approximately 48% of Patrick.
Certain Governance Matters
The Merger Agreement sets forth certain post-closing arrangements, including that Patrick will take all actions such that, at the Closing Effective Time, the Patrick Board will consist of twelve directors, (i) six of whom will be persons designated by Patrick from the directors of Patrick serving prior to the Closing Effective Time (the “Patrick Designees”) and (ii) six of whom will be persons designated from the directors of the Company serving prior to the Closing Effective Time (the “Company Designees”). The Merger Agreement provides that Patrick shall take all actions necessary to cause (i) all of the Company Designees and Patrick Designees to be appointed, elected and approved as directors of the Patrick Board effective as of the Closing Effective Time and (ii) all Planet Board members prior to the Closing not designated as Patrick Designees to resign from the Patrick Board as of the Closing Effective Time.
The Merger Agreement provides that (i) Andy L. Nemeth, current Chief Executive Officer of Patrick and member of the Patrick Board, will continue to serve as Chief Executive Officer of Patrick (provided that he remains Chief Executive Officer of Patrick as of immediately prior to the Closing Effective Time); (ii) Todd M. Cleveland, current member of the Patrick Board, will be appointed to serve as the Chair of the Patrick Board (provided that he remains a director of Patrick as of immediately prior to the Closing Effective Time); and (iii) John A. Sirpilla, current interim Chief Executive Officer of the Company and a member of the Company Board, will be appointed to serve as Vice Chair of the Patrick Board (provided that he remains a director of Company as of immediately prior to the Closing
Effective Time). The Company will identify five additional Company Designees and Patrick will identify four additional Patrick Designees, in each case prior to the Closing Effective Time.
The Merger Agreement also provides that Patrick shall take all actions necessary to cause, as of the Closing Effective Time, the Patrick Board to have the following standing committees: an Audit Committee; a Nominating and Governance Committee; a Compensation Committee; and a Capital Allocation and Strategy Committee. Each committee will consist of four (4) directors as of the Closing Effective Time comprised of two (2) Patrick Designees and two (2) Company Designees (unless a greater number of directors is mutually agreed by the parties), subject to applicable law and applicable stock exchange listing standards (including applicable independence requirements). As of the Closing Effective Time, the Chair of each of the Audit Committee of the Patrick Board and the Compensation Committee of the Patrick Board will be a Patrick Designee and the Chair of each of the Nominating and Governance Committee of the Patrick Board and the Capital Allocation and Strategy Committee of the Patrick Board will be a Company Designee.
Prior to the Closing, the Company and Patrick will mutually agree upon a new corporate name for Patrick, which shall become effective concurrently with the Closing and will be set forth in the Final Charter Amendment. Patrick Common Stock will continue to remain listed on Nasdaq under the ticker symbol “PATK” following the Closing Effective Time.
Treatment of Equity Awards
The Merger Agreement provides that, at the First Effective Time, each outstanding Lightspeed RSU Award and Lightspeed PSU Award will automatically convert into a restricted stock unit award with respect to shares of Patrick Common Stock, on generally the same terms and conditions as applied immediately prior to the First Effective Time and after giving effect to the Exchange Ratio, except that the number of shares underlying each Lightspeed PSU Award will be determined based on the greater of target performance and actual performance through the First Effective Time extrapolated through the end of the applicable performance period, and such converted award will vest solely based on continued service. Each outstanding cash-settled deferred stock unit of the Company will be cancelled and converted into the right to receive a cash payment based on the closing price of a share of Company Common Stock on the NYSE on the last trading day immediately prior to the Closing Date, plus any accrued or credited and unpaid dividend or dividend equivalent amounts, in each case subject to the terms and conditions of the Merger Agreement. Planet Equity Awards will generally remain outstanding in accordance with the applicable plan and award agreement terms, except that Planet Performance Shares will be deemed earned at the greater of target and actual performance through the First Effective Time extrapolated through the end of the applicable performance period and will thereafter vest solely based on continued service, and Planet Equity Awards will be eligible to vest upon a Qualifying Termination.
Representations and Warranties; Certain Covenants
The Merger Agreement includes customary representations, warranties and covenants of each of the Company and Patrick. During the period from the date of the Merger Agreement to the Closing Effective Time, each of the Company and Patrick has agreed to, and to cause their respective subsidiaries to, carry on their respective businesses in all material respects in the ordinary course and, to the extent consistent therewith, use reasonable best efforts to preserve intact their current business organizations, preserve their assets and properties in good repair and condition, use reasonable best efforts to keep available the services of their current officers and other key employees and preserve their relationships with those persons having business dealings with them.
In addition, each of the Company and Patrick has agreed not to, and will cause its subsidiaries and its and their respective directors and officers not to, and will use its reasonable best efforts to cause its and their other representatives not to, among other things, solicit, initiate or knowingly encourage or take any other action designed to facilitate any inquiries regarding, or the making of, certain third-party acquisition proposals, and has agreed to certain restrictions on its and its Subsidiaries’ and its and their representatives’ ability to respond to any such proposals, in each case, subject to the terms and conditions of the Merger Agreement. Subject to certain qualifications, each of Patrick and the Company has agreed to use reasonable best efforts to cause the Mergers to be completed, including to obtain the required regulatory approvals for the transaction, including to certain commitments relating thereto.
Conditions to the Mergers
The completion of the Mergers is subject to certain conditions, including: (i) the adoption of the Merger Agreement by the Company’s stockholders (the “Company Stockholder Approval”); (ii) the approval of (a) the issuance of shares of Patrick Common Stock in connection with the First Merger (the “Share Issuance”) and (b) an amendment to the articles of incorporation of Patrick to, among other things, increase the number of authorized shares set forth therein (the “Patrick Charter Amendment” and together with the Planet Share Issuance, the “Patrick Stockholder Approval”) by Patrick’s stockholders; (iii) the termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (and any timing agreement with the Federal Trade Commission or the Department of Justice, as applicable, shall have terminated or expired); (iv) the receipt of other required regulatory approvals; (v) the absence of any restraint in effect preventing the consummation of the Mergers; (vi) the effectiveness of a registration statement on Form S-4 with respect to such shares of Patrick Common Stock; (vii) the approval for listing on Nasdaq of the shares of Patrick Common Stock issuable as Merger Consideration pursuant to the terms of the Merger Agreement; (viii), the receipt by the Company of a written opinion with respect to the tax-free nature of the Mergers for the Company’s stockholders; (ix) subject to certain exceptions, the accuracy of the representations and warranties of the other party; (x) performance in all material respects by each party of its respective obligations under the Merger Agreement; and (xi) the absence of certain changes that have had, or would reasonably be expected to have, a material adverse effect with respect to each of the Company and Patrick.
Termination
The Merger Agreement also contains certain customary termination rights, whereby either party may terminate the Merger Agreement (i) by mutual written consent; (ii) if the Mergers have not been completed by March 30, 2027 (the “Outside Date”), subject to two three-month extensions of the Outside Date in the event that the regulatory closing conditions have not been satisfied; (iii) if the Company Stockholder Approval has not been obtained, (iv) if the Patrick Stockholder Approval has not been obtained; and (v) if any restraint having the effect of preventing the consummation of the Mergers shall have become final and nonappealable.
In addition, the Company may terminate the Merger Agreement prior to the Company Stockholders Meeting if, among other things, the Patrick Board has changed its recommendation that its stockholders approve the Share Issuance and the Patrick Charter Amendment, or has failed to make or reaffirm such recommendation in certain circumstances, and Patrick may terminate the Merger Agreement prior to the Patrick Stockholders Meeting if, among other things, the Company Board has changed its recommendation that its stockholders adopt the Merger Agreement, or has failed to make or reaffirm such recommendation in certain circumstances.
In connection with the Mergers, Patrick will be required to pay the Company a termination fee equal to $94,200,000 million in specified circumstances, including if the Company terminates the Merger Agreement following a change of recommendation by the Patrick Board, and the Company will be required to pay Patrick a termination fee equal to $94,200,000 million in specified circumstances, including if Patrick terminates the Merger Agreement following a change of recommendation by the Company Board, in each case subject to the terms and conditions of the Merger Agreement.
Description of Mergers Not Complete
The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated by reference herein.
The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Patrick or their respective subsidiaries or affiliates. The representations, warranties and covenants set forth in the Merger Agreement have been made only for the purposes of the Merger Agreement and solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, as well as by information contained in documents each party has filed with the Securities and Exchange Commission as of a certain date set forth in the Merger Agreement, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. In addition, such representations and warranties (i) will not survive completion of the Mergers and cannot be the basis
for any claims under the Merger Agreement by the other party after termination of the Merger Agreement, except as a result of fraud or willful breach and (ii) were made only as of the dates specified in the Merger Agreement.
Item 7.01 Regulation FD Disclosure
On June 30, 2026, the Company and Patrick issued a joint press release announcing their entry into the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein. The press release also announced that the Company and Patrick will be hosting a joint investor conference call and webcast at 8:30 a.m., Eastern Time, on June 30, 2026, to discuss the transactions contemplated by the Merger Agreement. The presentation materials for the conference call and webcast are attached hereto as Exhibit 99.2.
The information contained in this Item 7.01, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
| Exhibit Index | ||||||||
| Exhibit No. | Description | |||||||
2.1* | Agreement and Plan of Merger, dated as of June 30, 2026, by and among the Company, Patrick, First Merger Sub and Second Merger Sub. | |||||||
99.1 | Joint Press Release, dated June 30, 2026. | |||||||
99.2 | Investor Presentation, dated June 30, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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•The schedules to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. LCI Industries agrees to furnish a supplemental copy of such schedules to the Securities and Exchange Commission upon its request.
Important Information About the Proposed Transaction and Where to Find It
In connection with the proposed transaction between LCI Industries (“Company”) and Patrick Industries, Inc. (“Patrick”), the Company 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 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, and a definitive joint proxy statement/prospectus, which 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 document 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 (when 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 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 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 (the “Company 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 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 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 the Company, (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) and other filings made from time to time 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 Company’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. 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 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 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 2025 10-K, under the captions “Special Note Regarding Forward-Looking Statements” and “Risk Factors and Company’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. 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.
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: | June 30, 2026 | ||||
Exhibit 99.1
NEWS RELEASE
Patrick Industries and LCI Industries to Combine in All-Stock Merger, Creating a Premier Platform Serving Global Outdoor Enthusiast, Housing and Other Markets
Transaction Highlights
•Combines customer-focused component solutions providers across complementary product portfolios and end markets.
•Compelling financial benefits underpinned by strong cash flow generation and a solid balance sheet to drive continued growth and disciplined capital allocation strategy.
•Patrick shareholders will own approximately 52% of the combined company and LCI shareholders will own approximately 48%.
•Accelerates shareholder value creation, with $150+ million of estimated run-rate synergies.
•Andy Nemeth to serve as CEO of combined company; Todd Cleveland to serve as Chair, and Johnny Sirpilla to serve as Vice Chair of combined company Board.
•Companies to host joint conference call and webcast today at 8:30 a.m. Eastern time.
ELKHART, IN, June 30, 2026 – Patrick Industries (NASDAQ: PATK) (“Patrick”) and LCI Industries (NYSE: LCII) (“LCI” or “Lippert”) today announced they have entered into a definitive agreement to combine in an all-stock merger, forming a premier component solutions provider for the outdoor enthusiast, housing and transportation markets. Under the agreement, which the Boards of Directors of both companies unanimously approved, LCI shareholders will receive 1.2440 shares of Patrick common stock for each share of LCI common stock they own.
Following completion of the transaction, Patrick shareholders will own approximately 52% of the combined company and LCI shareholders will own approximately 48%.
This strategic combination brings together two companies with complementary product portfolios and longstanding partnerships with customers and stakeholders across North America and Europe. Together, Patrick and Lippert will create a more dynamic, innovative, solutions-oriented platform serving a diverse range of OEMs and consumers in the outdoor enthusiast, housing, transportation and other markets, through a broader portfolio of brands, more efficient operations, enhanced R&D investment and commercialization capabilities. By bringing together Patrick’s integrated design-to-delivery capabilities and Lippert’s expertise in highly engineered, structural OEM and aftermarket components, the combined organization will deliver differentiated, cost-effective competitive solutions aimed at improving affordability, strengthening value chain alignment and delivering outstanding customer service while supporting long-term organic and strategic growth and disciplined capital allocation.
As a result, the combined company will be well positioned to enhance value for the shareholders of each company through bolstered financial performance, reduced costs, and a continued focus on execution, all while providing outdoor enthusiasts with impressive new solutions and an enhanced array of competitively priced products.
“Today marks the beginning of an exciting new chapter in the evolution of our two companies as we continue on our journey to positively impact and deliver value for our customers, our team members, shareholders, and the communities we serve,” said Andy Nemeth, CEO of Patrick. “We have long respected the Lippert team and their impressive, innovative capabilities across the solutions they deliver and are thrilled to reach this milestone. We have two highly successful, well-established organizations with long track records of strategic and organic growth, innovation, and customer service, supported by incredible talent across each enterprise, deep expertise, and a shared commitment to excellence. Together, we will create a premier partnership-oriented platform for the
global outdoor enthusiast ecosystem, housing and transportation markets that is more resilient, and better positioned to serve all of our customers – from OEMs to the end consumer. We remain dedicated to our culture and values focused on humility and trust, the reinvestment in our vision, business, and strategy with the goal of delivering an even brighter future for the stakeholders we serve.”
Johnny Sirpilla, Interim Chief Executive Officer of Lippert, added, “This combination represents a defining moment for Lippert. Our shareholders will benefit from ownership in a more diversified company with the financial and operational strength to grow revenues and deliver outstanding value to shareholders and other stakeholders. As two complementary businesses with strong legacies deeply rooted in Elkhart and our other local communities, we understand the potential and positive impact this combination can deliver. Together, we can offer a broader, more innovative, competitive, and affordable portfolio of products and product solutions, as we work with our partners and customers in key segments to drive greater value for end consumers. We will also continue to invest in our growth and combined capabilities, creating new opportunities for team members and charting an exciting new future for the combined company.”
Clear Strategic Rationale
•Creates a Premier Component Solutions Provider for the Outdoor Recreation, Housing and Transportation markets: The combination creates a leading provider across recreational vehicle, marine, powersports, truck and adventure / off-road, transportation, automotive and housing markets. With enhanced resources, the combined company’s solutions-based offerings will enable OEMs to better address affordability for end consumers. Improved diversification across end markets and expanded capabilities position the combined company for greater stability and durable growth across industry cycles.
•Highly Complementary Portfolios Strengthen Ability to Serve Customers and Enhance the End User Experience: Patrick and Lippert offer strategically adjacent product capabilities, creating a diversified portfolio across interior, exterior, structural and mechanical systems. The combined company will remain a trusted partner to OEM and aftermarket customers, with expanded R&D, broader capabilities, and accelerated speed-to-market, enhancing innovation and the overall end-user experience.
•Expands Aftermarket Channel Access and Distribution Networks: Lippert’s established brands, distribution infrastructure and channel access meaningfully advance Patrick’s strategic priority to expand its aftermarket presence. This expansion further enhances revenue growth, helping offset OEM production cyclicality, and improves the margin profile of the combined company.
•Strengthens Long-Term Commitment to Local Communities: Patrick and Lippert share a commitment to supporting the communities where their team members live, work, and enjoy the outdoors. Together, they will further develop their strong community partnerships to inspire and support the next generation of outdoor enthusiasts.
Compelling Financial Benefits for Patrick and Lippert Shareholders
•Delivers a Resilient Financial Profile with Strong Cash Flow Generation: On a pro forma basis, the combined company’s trailing twelve months results as of March 2026 would be approximately $8.1 billion of revenue, adjusted EBITDA of $1.0 billion inclusive of synergies, and free cash flow of $508 million inclusive of synergies.
•Drives Meaningful, Achievable Cost Synergies: The transaction is expected to deliver over $150 million of run-rate cost synergies achieved within three years of closing. These synergies are identified and actionable, arising primarily from procurement, SG&A efficiencies, engineering best practices, and improved supply chain management.
•Provides Balance Sheet Flexibility: The combined company will have a strong balance sheet with expected pro forma net leverage of 2.1x and the liquidity and flexibility to support continued investment in growth and capital returns. The combined company’s capital allocation strategy will focus on
reinvesting operating cash flows in the business within a disciplined net leverage target of 2.25x to 2.5x, with priorities including strategic growth and automation-oriented capital expenditures while returning cash to shareholders through share repurchases and a balanced dividend policy.
Leadership, Governance and Headquarters
Upon closing, Patrick Industries CEO Andy Nemeth will serve as CEO of the combined company.
The Board of Directors of the combined company will consist of 12 directors, with six designated by Patrick and six designated by Lippert. Patrick Director Todd Cleveland will serve as Chair of the Board and Lippert Interim CEO and Director Johnny Sirpilla will serve as Vice Chair of the Board.
The combined company will employ a collaborative approach to identify executive management and other leaders for key business units.
Following the closing of the transaction, the combined company will be headquartered in Elkhart, Indiana.
Timing and Approvals
The transaction is expected to close in the first half of 2027, subject to approval by shareholders of both companies, the receipt of required regulatory approvals and the satisfaction of other customary closing conditions.
Advisors
J.P. Morgan Securities LLC is serving as lead financial advisor and Baird is serving as co-lead financial advisor to Patrick Industries and McDermott Will & Schulte LLP is serving as legal advisor. Perella Weinberg Partners LP is serving as financial advisor to LCI Industries and Kirkland & Ellis LLP is serving as legal advisor. FGS Global is serving as strategic communications advisor to LCI Industries.
Conference Call, Webcast and Presentation
Patrick and Lippert will host a conference call and webcast today at 8:30 a.m. Eastern time to discuss the transaction. Participation in the question-and-answer session of the call will be limited to institutional investors and analysts. The dial-in number for the live conference call is (877) 407-9036. The webcast and accompanying slides can be accessed on both companies’ investor relations websites. A replay of the conference call will be available on both companies’ investor relations websites following the call. A dedicated website with more information about the transaction is available at PatrickandLippertTogether.com.
About Patrick Industries
Patrick (NASDAQ: PATK) is a leading component solutions provider serving original equipment manufacturers and aftermarket customers in the RV, Marine, Powersports and Housing markets. Since 1959, Patrick has empowered manufacturers and outdoor enthusiasts to achieve next-level recreation experiences. Our customer-focused approach brings together design, manufacturing, distribution, and transportation in a full solutions model that defines us as a trusted partner. Patrick is home to more than 85 leading brands, all united by a commitment to quality, customer service, and innovation. Headquartered in Elkhart, IN, Patrick employs approximately 10,000 skilled team members throughout the United States. For more information on Patrick, our brands, and products, please visit www.patrickind.com.
About LCI Industries
LCI Industries (NYSE: LCII), through its Lippert subsidiary, is a global leader in supplying engineered components to the outdoor recreation and transportation markets. We believe our innovative culture, advanced manufacturing capabilities, and dedication to enhancing the customer experience have established Lippert as a reliable partner for both OEM and aftermarket customers. For more information, visit www.lippert.com.
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 press release 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, 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 press release 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 press release, 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 press release, 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.
Contacts
Patrick Industries
Steve O’Hara
Vice President of Investor Relations
irrequests@patrickind.com
LCI Industries
For Investors:
Lillian D. Etzkorn
Chief Financial Officer
investors@LCI1.com
For Media:
FGS Global
Andy Duberstein / Mike DeGraff / Hayley Cook
LCIIndustries@fgsglobal.com
1 Empowering Enthusiasts Worldwide + June 30, 2026 Empowering The Outdoor Enthusiast Experience Together NYSE:LCIINASDAQ:PATK +
2 Empowering Enthusiasts Worldwide + 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 presentation 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, 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 presentation 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.
3 Empowering Enthusiasts Worldwide + Forward-Looking Statements Information in this presentation, 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 presentation, 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. Use of Non-GAAP Financial Measures This presentation contains non-GAAP financial measures, which are not intended to be considered in isolation or as a substitute for comparable GAAP financial measures. While management believes that these non-GAAP financial measures provide meaningful information to help stockholders understand the anticipated strategic and financial benefits of the proposed transaction, there are limitations associated with the use of these non-GAAP financial measures. These measures, the purposes for which management uses them, why management believes they are useful to investors, and a reconciliation to the most directly comparable GAAP financial measures can be found in the Appendix of this presentation. All references to profit measures and earnings per share on a comparable basis exclude items that affect comparability.
4 Empowering Enthusiasts Worldwide + Today’s Presenters Andy Nemeth Chief Executive Officer Johnny Sirpilla Interim Chief Executive Officer Todd Cleveland Chairman of the Board
5 Empowering Enthusiasts Worldwide + Premier Engineering and Component Solutions Platform Serving the Global Outdoor Recreation Ecosystem and Adjacent Markets Transformational Combination
6 Empowering Enthusiasts Worldwide + Amplifying Strengths to Go Further, Faster…and Better $3.9B Revenue $446M Adj. EBITDA 10,000+ Employees 250+ Facilities 85+ Brands $4.2B Revenue $422M Adj. EBITDA 12,300+ Employees 100+ Facilities 25+ Brands Note: Figures as of LTM Q1-2026 period; 1 Free cash flow defined as operating cash flow less CapEx Integrated design-to-delivery architect and component solutions provider for outdoor enthusiasts A leading supplier of engineered components to the outdoor recreation, housing and transportation markets around the world $194M FCF1 $202M FCF1
7 Empowering Enthusiasts Worldwide + Dynamic Combination Uniting and Empowering The Outdoor Enthusiast Experience Deep customer partnerships enable enhanced value and co-innovation across the product lifecycle Complementary, customer-focused solutions across strategically-adjacent end markets Resilient financial profile with robust cash flow generation and balance sheet flexibility Shared culture of innovation & excellence drive enhanced consumer experience Expanded aftermarket channel access and distribution networks Deep customer partnerships enable enhanced value and co-innovation across the product lifecycle Meaningful $150M+ synergy opportunity provides compelling value for shareholders and customers Diversified, best of breed outdoor recreation component solutions provider Well-positioned to invest and deliver durable organic and inorganic growth
8 Empowering Enthusiasts Worldwide + Transaction Overview +
9 Empowering Enthusiasts Worldwide + Transaction Structure ⚫ Patrick Industries (“Patrick”) and LCI Industries (“LCI” or “Lippert”) to combine in all-stock merger ⚫ Combined equity value of ~$5.6B and enterprise value of ~$7.7B at announcement1 Shareholder Consideration ⚫ Pro forma ownership of 52% Patrick shareholders and 48% LCI shareholders ⚫ LCI shareholders to receive 1.2440 shares of Patrick common shares for each LCI common share owned Leadership and Governance ⚫ Andy Nemeth to become CEO of the combined company ⚫ Todd Cleveland will serve as Chair of the Board; Johnny Sirpilla will serve as Vice Chair of the Board ⚫ Post-closing, Board of Directors of the combined company will consist of 6 members designated by Patrick and 6 members designated by LCI ⚫ Additional executive management positions to be named as part of integration process Financial Impact ⚫ Pro forma revenue2 of $8.1B+ and adj. EBITDA of $1.0B3 ⚫ Pro forma adj. free cash flow4 of $508M ⚫ $150M+ of run-rate cost synergies expected to be achieved within 3 years of closing ⚫ Transaction expected to be accretive to Adj. EPS in Year 1 ⚫ Expected pro forma net leverage ratio of 2.1x5, below target net leverage ratio of 2.25x – 2.50x ⚫ Pro forma company expected to maintain a balanced capital return framework, including dividends and share repurchases Approval and Closing ⚫ Transaction unanimously approved by Boards of Directors from both companies ⚫ Expected to close 1H 2027, subject to satisfaction of customary closing conditions, including regulatory approvals and Patrick and LCI shareholder approval Transaction Overview Source: Factset; Market data as of 06/29/2026. Note: 1 Equity value calculated as Patrick equity value plus LCI equity value. Enterprise value calculated as pro forma equity value plus latest reported net debt figures; 2 Calculated as Patrick plus LCI LTM Q1-2026 revenue; 3 Includes $150M run-rate cost synergies; 4 Free cash flow defined as operating cash flow less CapEx, inclusive of $150M run-rate cost synergies taxed at 25%; 5 Figure represents current net debt balance and adj. EBITDA for pro forma company including $150M of cost synergies
10 Empowering Enthusiasts Worldwide + 6 / 6 12 Directors total, with 6 designated by Patrick and 6 designated by LCI One Leadership Team Additional executive management positions to be named as part of integration process Post-Merger Governance Structure Chair of the Board Board Composition Johnny Sirpilla Interim CEO and Member of the Board of LCI Industries Vice Chair of the Board Todd Cleveland Former Chair and Current Member of the Board of Patrick Industries CEO Andy Nemeth Current Chair & CEO of Patrick Industries Executive Management
11 Empowering Enthusiasts Worldwide + Elevates the outdoor enthusiast experience through enhanced innovation, collaboration and expanded aftermarket component access Delivering Value for All Stakeholders Enhances Ability to Serve Customers Unifies a high-performing talent engine, anchored in a shared customer-centric culture and a better employee experience that sets us apart Compelling Proposition For Employees Strengthens our communities by creating jobs, fueling local economic growth, and actively supporting where our team members live and work Champion For Communities Delivers cost-effective solutions to customers, uniting complementary capabilities, purposeful R&D, and operational efficiencies to pass real savings through to the customers and consumers we serve Improves the Consumer Experience Compelling Shareholder Value Creation Unlocks $150M+ in identified run-rate cost synergies, strengthens balance sheet and free cash flow, and enhances strategic flexibility and shareholder returns +
12 Empowering Enthusiasts Worldwide + 73% 27% Strategic Combination to Drive Future Performance Aftermarket 16% Aftermarket ~20-25% STRUCTURE & STRATEGY REVENUE MIX 2025 PRO FORMA STRATEGIC VISION Outdoor Enthusiast Housing, Transportation & Other STRATEGIC GOALS Outdoor & Housing Enthusiasts 1 2 4 3 SOLUTIONS ORIENTED Component solutions provider to the Outdoor Enthusiast, housing, transportation, and automotive markets OPTIMIZE CAPITAL ALLOCATION Prioritize accretive strategic opportunities, balanced share repurchases and dividend policy, investment in automation and innovation, and optimized leverage DRIVE AFTERMARKET Expand end-user connectivity, accelerate innovation velocity, and broaden revenue diversification INCREASE SHAREHOLDER VALUE Drive synergies, technological innovation, brand value, and accretive margins Integrated Leadership Model Technological Innovation Brand-First Strategy Humble Servant to Customers & Consumers +
13 Empowering Enthusiasts Worldwide + Business Overview +
14 Empowering Enthusiasts Worldwide + TRUCK & ADVENTURE OFF-ROAD ~6% Revenue Accelerates Growth Across Strategically Diversified Outdoor Verticals and Channels Note: Pie chart represents 2025A pro forma revenue mix; 1 Represents buses, trailers, commercial vehicles and rail RECREATIONAL VEHICLE ~50% Revenue POWERSPORTS MARINE ~12% Revenue ~ $ 6 B F R O M O UTDOOR ENTHUSIAST MARKETS Meaningfully increases pro forma aftermarket revenue to ~$1.3B across end markets HOUSING ~10% Revenue ~5% Revenue TRANSPORTATION1 ~17% Revenue $8.1B+ Combined Revenue
15 Empowering Enthusiasts Worldwide + Complementary Solutions Built to Serve Customers, Powered by a Shared Commitment to Innovation and Excellence Complementary Talent and Industry Insights Deep Pipeline of Customer-Centric Solutions Empower Customers to Bring Ideas to Life Unified Innovation Platform and Enhanced Capabilities Furniture & Interiors Structural & Exterior Power & Energy Solutions Plumbing & Water Systems Electrical & Technology Hardware & Components Accessories & Aftermarket CUSTOMER-FIRST SOLUTIONS DRIVEN INNOVATION-LED QUALITY FOCUSED COMPLEMENTARY PRODUCTS. ENDLESS SOLUTIONS. Greater combined resources enables faster speed to market, reduced development costs, and innovative, accessible and affordable solutions – so our customers can build better products at prices that work for the end consumer
16 Empowering Enthusiasts Worldwide + Expansive Breadth Across Diverse End Markets to Deliver Adjacent Solutions Diversified End-Market Exposure Expanded Addressable Market Strengthened Through-Cycle Resilience Enhanced Cross-Sell Opportunities ADJACENT MARKETS. COMPLETE SOLUTIONS. POWERSPORTS Innovative components powering off-road adventures from ATVs to motorcycles Rear Panels and Fender Flares Windshield & Wiper Systems Roofs and Canopies Audio and Electronics Integrated Door Systems TRUCK & ADVENTURE OFF-ROAD High-quality components to meet truck & adventure off-road enthusiast demands Light Bars and Work Lights Grille Guards Towing Systems Running Boards and Steps Cargo Management Systems Walls and Framing Systems Kitchen, Bath, Plumbing Appliances Flooring and Interior Finishes Wiring and Electrical HOUSING Interior and exterior components for residential manufactured housing and other industrial markets Windows Chassis TRANSPORTATION Advanced components for buses, transit, trailers, and other commercial applications Bi-Fold and Rear Exit Doors Electrical Components Climate Control Systems Chassis and Suspension Windows and Glass Seating
17 Empowering Enthusiasts Worldwide + Attractive Aftermarket with Significant Growth Opportunity STRUCTURAL ADVANTAGES OF THE AFTERMARKET CHANNEL LEADING AFTERMARKET BRANDS TRUSTED BY DEALERS, INSTALLERS AND CONSUMERS Expanded customer connectivity and touchpoints accelerates innovation velocity Broader revenue diversification and improved demand stability decoupled from OEM production cycles Improved economics and capital efficiency drive savings, enabling reinvestment in product quality, competitive pricing and the long-term health of our customers More Strengthened distribution footprint, go-to-market capabilities and integrated solutions portfolio accelerates aftermarket channel growth ~$1.3B Combined Aftermarket Revenue Strategic diversification with enhanced aftermarket presence ~70% ~30% $386M Aftermarket Revenue $948M Aftermarket Revenue Note: Aftermarket revenue figures as of LTM Q1-2026
18 Empowering Enthusiasts Worldwide + MARKET UPCYCLE PRODUCT AND SOLUTION INNOVATION AFTERMARKET EXPANSION STRATEGIC FLEXIBILITY CATEGORY EXTENSION Added cash flows and a stronger balance sheet expands capacity to invest in growth opportunities Strengthened resources to spur new product development and speed to market Enhanced aftermarket channel to improve earnings stability and growth opportunities Accelerated ability to compound expected OEM volume recovery with diversified portfolio supporting through- cycle resiliency Deepening of solutions within complementary and compelling outdoor enthusiast categories Catalyzes Ability to Execute on Growth Initiatives 1 2 3 4 5 Continued commitment to shareholder returns through prudent share repurchase and dividend policy
19 Empowering Enthusiasts Worldwide + Financial Overview +
20 Empowering Enthusiasts Worldwide + Value Enhancing Combined Financial Profile and Balance Sheet REVENUE ADJ. EBITDA1 ADJ. EBITDA MARGIN % FREE CASH FLOW2 NET LEVERAGE RATIO $446M $3,945M 11.3% 2.8x4 $194M $422M $4,167M 10.1% 1.9x $202M $150M $113M3 $1,018M $8,111M 12.6% 2.1x5 $508M Presented figures are LTM Q1-2026 actuals; 1 Adj. EBITDA as presented is burdened by stock-based compensation expense; 2 Free cash flow defined as operating cash flow less CapEx; 3 After-tax free cash flow from synergies (assumes 25% tax rate); 4 Calculated in accordance with credit agreement; 5 Figure represents current net debt balance and adj. EBITDA for pro forma company including $150M of cost synergies EST. COST SYNERGIES PRO FORMA
21 Empowering Enthusiasts Worldwide + Synergies Drive Compelling Shareholder Value Creation 1 Cash costs to achieve are one-time and expected to be ~1x run-rate synergies ~20% Procurement ~30% Facilities ~50% G&A $150M Annual Run-Rate Cost Synergies1 Accretive to Adj. EPS in Year 1 with expected synergies fully realized by Year 3 Cost Synergy Value Breakdown Key Areas of Opportunity Procurement Facilities G&A ✓ Combined purchasing efficiencies on key inputs ✓ Optimized volume and rebate terms ✓ Harness standardized sourcing across direct materials and indirect spend ✓ Supply chain & logistics optimization ✓ Streamlined warehousing and distribution ✓ Deploy best-in-class operational playbook ✓ Public company cost savings ✓ Corporate function optimization ✓ Optimize shared services and technologies Anticipate synergy realization to commence promptly after closing Procurement and supply chain efficiencies position us to offer customers more competitive pricing and enhanced value, reflecting our commitment to growing alongside the partners who choose us
22 Empowering Enthusiasts Worldwide + Combined Company is Well-Positioned Within Recovering Market Dynamics 1 Based on data published by the RV Industry Association (RVIA); 2 Company estimates based on data published by National Marine Manufacturers Association (NMMA) Organizational Strength Combined platform enhances delivery of comprehensive, high-quality solutions, enabling customers to bring compelling, affordable products to market Compelling Platform Created at an Attractive Market Inflection Point Attractive Market Dynamics End markets at or near cyclical troughs create an attractive backdrop to execute on combination benefits and accelerate upside opportunities Aftermarket Advantage Combined aftermarket channel access creates revenue that better weathers peak-to-trough market conditions 290 390 Last 3-Year Cyclical Trough Average 10-Year Mid-Cycle Average ~400 – 425K Last 3-Year Cyclical Trough Average 10-Year Mid-Cycle Average ~180 – 200K ~150 – 160K RV Industry Wholesale Shipments1 Units in thousands Marine Industry Wholesale Shipments2 Units in thousands Diversified platform is well-positioned to benefit from market tailwinds and through-cycle resiliency ~320K – 330K
23 Empowering Enthusiasts Worldwide + Q&A +
24 Empowering Enthusiasts Worldwide + Continued Commitment to Building Stronger Communities
25 Empowering Enthusiasts Worldwide + Patrick Investor Contact Steve O’Hara irrequests@patrickind.com LCI Investor Contact Lillian Etzkorn investors@LCI1.com
26 Empowering Enthusiasts Worldwide + ($ in thousands) Full year 12/31/2025 Three months ended 03/29/2026 Three months ended 03/30/2025 LTM 03/29/2026 Net income $ 135,056 $ 39,480 $ 38,238 $ 136,298 Depreciation & Amortization 170,212 42,777 42,646 170,343 Interest expense, net 74,507 18,388 19,112 73,783 Income taxes 42,006 6,854 8,219 40,641 EBITDA $ 421,781 $ 107,499 $ 108,215 $ 421,065 Acquisition related fair-value inventory step-up 571 - - 571 Acquisition related transaction costs 64 - 64 - Legal settlement 24,420 - - 24,420 Loss (gain) on sale of property, plant and equipment 2,143 (155) 2,042 (54) Adjusted EBITDA $ 448,979 $ 107,344 $ 110,321 $ 446,002 Cash flows from operating activities $ 329,414 $ (14,008) $ 40,077 $ 275,329 Purchases of property, plant and equipment (82,921) (18,926) (20,171) (81,676) Free cash flow $ 246,493 $ (32,934) $ 19,906 $ 193,653 Appendix: Patrick Industries Non-GAAP Financial Measures In addition to reporting financial results in accordance with U.S. GAAP, the Company also provides financial metrics, such as net leverage ratio, content per unit, free cash flow, earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA, adjusted net income, adjusted diluted earnings per share ("adjusted diluted EPS"), adjusted operating margin, adjusted EBITDA margin and available liquidity, which we believe are important measures of the Company's business performance. These metrics should not be considered alternatives to U.S. GAAP. Our computations of net leverage ratio, content per unit, free cash flow, EBITDA, adjusted EBITDA, adjusted net income, adjusted diluted EPS, adjusted operating margin, adjusted EBITDA margin and available liquidity may differ from similarly titled measures used by others. We calculate EBITDA by adding back depreciation and amortization, net interest expense, and income taxes to net income. We calculate adjusted EBITDA by taking EBITDA and adding loss on extinguishment of debt, legal settlement, loss on sale of property, plant and equipment, acquisition related transaction costs, acquisition related fair-value inventory step-up adjustments and subtracting out the gain on sale of property, plant and equipment. We calculate free cash flow by subtracting cash paid for purchases of property, plant and equipment from net cash provided by operating activities. You should not consider these metrics in isolation or as substitutes for an analysis of our results as reported under U.S. GAAP.
27 Empowering Enthusiasts Worldwide + Appendix: LCI Industries Non-GAAP Financial Measures In addition to reporting financial results in accordance with U.S. GAAP, the Company has provided the non-GAAP performance measures of Adjusted EBITDA, Adjusted EBITDA as a percentage of net sales, adjusted net income, and adjusted net income per diluted common share to illustrate and improve comparability of its results from period to period. Adjusted EBITDA is defined as net income before interest expense, net, provision for income taxes, depreciation expense, amortization expense, loss on extinguishment of debt, gain on sale of real estate, restructuring costs, and executive separation costs during the three and twelve month periods ended December 31, 2025 and 2024. Adjusted net income is defined as net income adjusted for loss on extinguishment of debt, gain on sale of real estate, restructuring costs, and executive separation costs, and the related tax effects during the three month period ended March 31, 2026 and March 31, 2025, and twelve month periods ended December 31, 2025. The restructuring costs adjusted out of the non-GAAP measures relate to the closure of the Company's glass operations in Ireland. We calculate free cash flow by subtracting cash paid for purchases of property, plant and equipment from net cash provided by operating activities. The Company considers these non-GAAP measures in evaluating and managing the Company's operations and believes that discussion of results adjusted for these items is meaningful to investors because it provides a useful analysis of ongoing underlying operating trends. These measures are not in accordance with, nor are they substitutes for, GAAP measures, and they may not be comparable to similarly titled measures used by other companies. ($ in thousands) Full year 12/31/2025 Three months ended 03/31/2026 Three months ended 03/31/2025 LTM 03/31/2026 Net income $ 188,250 $ 62,947 $ 49,438 $ 201,759 Interest expense, net 35,710 9,913 5,991 39,632 Provision for income taxes 66,819 22,299 17,835 71,283 Depreciation expense 67,055 16,350 16,663 66,742 Amortization expense 54,176 13,448 12,879 54,745 EBITDA $ 412,010 $ 124,957 $ 102,806 $ 434,161 Loss on extinguishment of debt 8,859 - 8,053 806 Loss (gain) on sale of property, plant and equipment (19,716) - - (19,716) Restructuring costs 3,900 - - 3,900 Executive separation costs 3,193 - - 3,193 Adjusted EBITDA $ 408,246 $ 124,957 $ 110,859 $ 422,344 Cash flows from operating activities $ 330,976 $ (33,459) $ 42,718 $ 254,799 Purchases of property, plant and equipment (52,644) (9,668) (9,038) (53,274) Free cash flow $ 278,332 $ (43,127) $ 33,680 $ 201,525
28 Empowering Enthusiasts Worldwide + In the Community Advancing the Outdoor Recreation Ecosystem Empowering Enthusiasts +
FAQ
What did LCI Industries (LCII) announce in this 8-K filing?
LCI Industries announced an all-stock merger with Patrick Industries. LCI shareholders will receive 1.2440 shares of Patrick common stock for each LCI share, creating a combined components supplier focused on outdoor recreation, housing, transportation and related markets, subject to approvals and closing conditions.
How will ownership of the combined LCI Industries and Patrick company be split?
After completion, Patrick shareholders are expected to own approximately 52% of the combined company and LCI shareholders about 48%. This ownership split reflects the agreed all-stock exchange ratio and is intended to support a merger-of-equals structure with shared governance.
What financial profile and synergies are expected from the LCI–Patrick merger?
On a pro forma basis, the combined company is projected to have about $8.1 billion in revenue, $1.0 billion in adjusted EBITDA including synergies, and $508 million in free cash flow. Management has identified more than $150 million of annual run-rate cost synergies within three years of closing.
When is the LCI Industries and Patrick merger expected to close?
The transaction is expected to close in the first half of 2027. Closing depends on approvals from LCI and Patrick stockholders, regulatory clearances including under the Hart‑Scott‑Rodino Act, effectiveness of a Form S‑4 registration statement and satisfaction of other customary conditions.
What governance and leadership structure is planned for the combined LCI–Patrick company?
The combined board will have 12 directors, with six designated by Patrick and six by LCI. Patrick’s CEO Andy Nemeth will lead the combined company, Todd Cleveland will serve as Chair, Johnny Sirpilla as Vice Chair, and the headquarters will be in Elkhart, Indiana.
What risks and conditions could affect completion of the LCI Industries–Patrick merger?
Risks include failure to obtain shareholder or regulatory approvals, potential regulatory conditions affecting expected benefits, delays in meeting closing conditions, and integration challenges. The filing also cites potential reputational impacts, legal proceedings and broader economic and competitive factors.