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LCI Industries (LCII) CEO Lippert resigns, adjusts PSU and RSU equity awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

LIPPERT JASON reported disposition transactions in this Form 4 filing.

LCI Industries President and CEO Jason Lippert reported updates to his equity holdings following his resignation from the company on June 3, 2026. The filing shows he directly holds 348,163 shares of Common Stock after the reported transactions.

Several equity awards were modified under a Separation Agreement and General Release. Certain restricted stock units and performance stock units that were originally scheduled to vest in 2024–2026 will now vest on June 3, 2027, while two blocks of performance stock units totaling 26,066 and 38,033 units were forfeited and cancelled in connection with his resignation.

Lippert continues to hold performance and restricted stock units tied to LCII Common Stock at a $0.00 exercise price, including 34,795 performance stock units and restricted stock unit awards covering 17,377, 16,906, and 7,734 underlying shares, all expiring in 2027. These include additional stock units credited as dividend equivalents under the company’s 2018 Omnibus Incentive Plan.

Positive

  • None.

Negative

  • CEO resignation with PSU forfeitures – Jason Lippert’s resignation from LCI Industries on June 3, 2026 is a major leadership change, and the related forfeiture of 26,066 and 38,033 performance stock units reduces his potential future incentive exposure tied to company performance.

Insights

CEO resignation triggers PSU forfeitures and revised vesting, with sizable equity still retained.

The Form 4 for LCI Industries shows President and CEO Jason Lippert resigning on June 3, 2026, with his equity awards adjusted under a Separation Agreement and General Release. Two tranches of performance stock units, 26,066 and 38,033 units, were forfeited and cancelled, reflecting a non-cash reduction in potential future share issuance.

At the same time, restricted stock units and performance stock units that were originally set to vest between 2024 and 2026 are now scheduled to vest on June 3, 2027, subject to their terms, including performance goals for certain PSUs based on Return on Invested Capital and Free Cash Flow. Lippert still directly holds 348,163 Common shares and multiple zero-cost unit awards expiring in 2027, so he retains meaningful exposure to the company’s equity even after resignation.

From a governance perspective, a CEO resignation is a material leadership change, and the forfeiture plus modified vesting terms clarify how his exit affects incentive alignment and future dilution. Subsequent company communications or filings would typically provide more detail on succession plans and any broader strategic implications.

Insider LIPPERT JASON
Role President , CEO
Type Security Shares Price Value
Disposition Performance Stock Unit 38,033 $0.00 --
Disposition Performance Stock Unit 26,066 $0.00 --
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Performance Stock Unit -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Performance Stock Unit — 0 shares (Direct, null); Restricted Stock Unit — 7,734 shares (Direct, null); Common Stock — 348,163 shares (Direct, null)
Footnotes (1)
  1. Each Stock Unit represents a contingent right to receive one share of LCII Common Stock. Following the Reporting Person's resignation from the Issuer and pursuant to the related Separation Agreement and General Release, these restricted stock units will vest on June 3, 2027. These restricted stock units were originally scheduled to vest ratably each year on the first through third anniversaries of the grant date, which was March 1, 2024. Includes 72 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) March 27, 2026 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s). Following the Reporting Person's resignation from the Issuer and pursuant to the related Separation Agreement and General Release, these restricted stock units will vest on June 3, 2027. These restricted stock units were originally scheduled to vest ratably each year on the first through third anniversaries of the grant date, which was March 1, 2025. Includes 159 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) March 27, 2026 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s). Following the Reporting Person's resignation from the Issuer and pursuant to the related Separation Agreement and General Release, these restricted stock units will vest on June 3, 2027. These restricted stock units were originally scheduled to vest ratably each year on the first through third anniversaries of the grant date, which was March 1, 2026. Includes 163 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) March 27, 2026 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s). These Performance Stock Units ("PSUs") represent the contingent right to receive shares of LCII Common Stock, if and to the extent certain Return on Invested Capital and Free Cash Flow performance goals are achieved by the end of 2026. Earned PSUs, if any, will vest on June 3, 2027, pursuant to the Separation Agreement and General Release between the Reporting Person and the Issuer dated June 3, 2026. These PSUs were originally scheduled to vest, if earned, on March 1, 2027. Includes 327 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) March 27, 2026 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s). Includes 357 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) March 27, 2026 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s). Represents the forfeiture and cancellation of performance stock units previously granted to the Reporting Person on March 1, 2025, in connection with the Reporting Person's resignation from the Issuer on June 3, 2026, pursuant to the terms of the Separation Agreement and General Release. Includes 245 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) March 27, 2026 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s). Represents the forfeiture and cancellation of performance stock units previously granted to the Reporting Person on March 1, 2026, in connection with the Reporting Person's resignation from the Issuer on June 3, 2026, pursuant to the terms of the Separation Agreement and General Release.
Common Stock holdings 348,163 shares Direct LCII Common Stock held after reported transactions
Forfeited PSUs 2025 grant 26,066 units Performance stock units cancelled in connection with resignation
Forfeited PSUs 2026 grant 38,033 units Performance stock units cancelled in connection with resignation
Remaining PSUs 34,795 units Performance stock units with $0.00 exercise price expiring 2027
RSU award 1 17,377 underlying shares Restricted stock units expiring 2027, $0.00 exercise price
RSU award 2 16,906 underlying shares Restricted stock units expiring 2027, $0.00 exercise price
RSU award 3 7,734 underlying shares Restricted stock units expiring 2027, $0.00 exercise price
Performance Stock Unit financial
"These Performance Stock Units ("PSUs") represent the contingent right to receive shares of LCII Common Stock..."
A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.
Restricted Stock Unit financial
"these restricted stock units will vest on June 3, 2027. These restricted stock units were originally scheduled to vest..."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Separation Agreement and General Release financial
"pursuant to the Separation Agreement and General Release between the Reporting Person and the Issuer dated June 3, 2026."
Return on Invested Capital financial
"if and to the extent certain Return on Invested Capital and Free Cash Flow performance goals are achieved..."
A percentage that shows how effectively a company turns the money invested in its business—both borrowed funds and shareholders’ equity—into operating profit after taxes. It tells investors whether a company earns more from its core operations than it costs to fund those operations; think of it like the annual return you’d expect from renovating a rental property—higher percentages mean the company uses capital more efficiently and is more likely to create value for shareholders.
Free Cash Flow financial
"certain Return on Invested Capital and Free Cash Flow performance goals are achieved by the end of 2026."
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
2018 Omnibus Incentive Plan financial
"In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan..."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
LIPPERT JASON
(Last)(First)(Middle)
C/O LCI INDUSTRIES
3501 COUNTY ROAD 6 EAST
(Street)
ELKHART INDIANA 46514-7663
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
LCI INDUSTRIES [ LCII ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President , CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock348,163D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1) (2)06/03/2027Common Stock7,7347,734(3)D
Restricted Stock Unit(1) (4)06/03/2027Common Stock16,90616,906(5)D
Restricted Stock Unit(1) (6)06/03/2027Common Stock17,37717,377(7)D
Performance Stock Unit(1)06/03/2027(8)06/03/2027Common Stock34,79534,795(9)D
Performance Stock Unit(1)06/03/2026D38,033(10)(11)03/01/202803/01/2028Common Stock38,033$00D
Performance Stock Unit(1)06/03/2026D26,066(12)(13)03/01/202903/01/2029Common Stock26,066$00D
Explanation of Responses:
1. Each Stock Unit represents a contingent right to receive one share of LCII Common Stock.
2. Following the Reporting Person's resignation from the Issuer and pursuant to the related Separation Agreement and General Release, these restricted stock units will vest on June 3, 2027. These restricted stock units were originally scheduled to vest ratably each year on the first through third anniversaries of the grant date, which was March 1, 2024.
3. Includes 72 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) March 27, 2026 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).
4. Following the Reporting Person's resignation from the Issuer and pursuant to the related Separation Agreement and General Release, these restricted stock units will vest on June 3, 2027. These restricted stock units were originally scheduled to vest ratably each year on the first through third anniversaries of the grant date, which was March 1, 2025.
5. Includes 159 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) March 27, 2026 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).
6. Following the Reporting Person's resignation from the Issuer and pursuant to the related Separation Agreement and General Release, these restricted stock units will vest on June 3, 2027. These restricted stock units were originally scheduled to vest ratably each year on the first through third anniversaries of the grant date, which was March 1, 2026.
7. Includes 163 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) March 27, 2026 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).
8. These Performance Stock Units ("PSUs") represent the contingent right to receive shares of LCII Common Stock, if and to the extent certain Return on Invested Capital and Free Cash Flow performance goals are achieved by the end of 2026. Earned PSUs, if any, will vest on June 3, 2027, pursuant to the Separation Agreement and General Release between the Reporting Person and the Issuer dated June 3, 2026. These PSUs were originally scheduled to vest, if earned, on March 1, 2027.
9. Includes 327 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) March 27, 2026 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).
10. Includes 357 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) March 27, 2026 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).
11. Represents the forfeiture and cancellation of performance stock units previously granted to the Reporting Person on March 1, 2025, in connection with the Reporting Person's resignation from the Issuer on June 3, 2026, pursuant to the terms of the Separation Agreement and General Release.
12. Includes 245 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) March 27, 2026 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).
13. Represents the forfeiture and cancellation of performance stock units previously granted to the Reporting Person on March 1, 2026, in connection with the Reporting Person's resignation from the Issuer on June 3, 2026, pursuant to the terms of the Separation Agreement and General Release.
Remarks:
Effective June 3, 2026, the Reporting Person retired and resigned from his positions as Director, Chief Executive Officer, and President of the Issuer. As such, this Form 4 serves as the Reporting Person's voluntary exit filing.
/s/ Lillian D. Etzkorn on behalf of Jason D. Lippert06/05/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did LCI Industries (LCII) report for Jason Lippert?

The filing shows Jason Lippert, President and CEO, updated his holdings after resigning on June 3, 2026. He continues to hold 348,163 LCII common shares and several restricted and performance stock unit awards tied to future vesting and performance conditions.

Did LCI Industries (LCII) CEO Jason Lippert buy or sell shares in this Form 4?

The Form 4 does not report any open-market purchases or sales by Jason Lippert. Instead, it records the forfeiture of performance stock units back to the issuer and updated post-transaction holdings, including 348,163 common shares held directly.

What performance stock units were forfeited by Jason Lippert at LCI Industries (LCII)?

Two blocks of performance stock units were forfeited and cancelled: 26,066 units from a March 1, 2025 grant and 38,033 units from a March 1, 2026 grant. Both forfeitures occurred in connection with his resignation under a Separation Agreement.

What equity awards does Jason Lippert still hold in LCI Industries (LCII)?

He retains 34,795 performance stock units and restricted stock unit awards covering 17,377, 16,906, and 7,734 underlying LCII shares. These awards have a $0.00 exercise price and are scheduled to vest or expire around June 3, 2027 under existing plan terms.

How did Jason Lippert’s resignation affect his restricted stock units at LCI Industries (LCII)?

Restricted stock units originally scheduled to vest ratably over three years from grant dates in 2024, 2025, and 2026 will now vest on June 3, 2027. This change is governed by a Separation Agreement and General Release tied to his resignation.

What performance conditions apply to Jason Lippert’s remaining PSUs at LCI Industries (LCII)?

The remaining performance stock units represent a right to LCII Common Stock if specified Return on Invested Capital and Free Cash Flow targets are achieved by the end of 2026. Any earned units are expected to vest on June 3, 2027 under the separation terms.