LCI Industries Insider Filing Shows Accelerated Vesting Amid Officer Exit

Rhea-AI Filing Summary

LCI Industries (LCII) filed a Form 4 for EVP, CLO, CHRO & Corporate Secretary Andrew J. Namenye covering transactions on 31 Jul 2025. Four tranches of restricted-stock units (RSUs) vested early due to the executive’s separation, converting into 9,050 common shares at a stated price of $95 per unit (Code M). To satisfy tax withholding (Code F), 3,993 shares were surrendered, leaving beneficial ownership at 31,286 shares, all held directly.

The derivative table shows that all underlying RSUs and performance stock units (totaling 26,650 units) were settled, with 0 derivative securities remaining. Dividend-equivalent units were included in each award. No open-market purchases or discretionary sales occurred.

Although the filing signals insider equity accrual, the accelerated vesting stems from the officer’s departure, highlighting a potential governance change rather than a vote of confidence. Market impact is expected to be limited because transactions are compensation-related and volume is modest relative to LCII’s average daily trading volume.

Positive

• None.

Negative

• Executive departure: Accelerated vesting was triggered by the reporting person's separation, indicating loss of a senior officer overseeing legal, HR and governance functions.

Insights

Corporate Governance Analyst

TL;DR: Officer exit triggers accelerated RSU vesting; limited share sale, governance risk rises.

The Form 4 indicates Mr. Namenye’s impending departure, activating accelerated vesting of 9,050 RSUs and settlement of 26,650 equity units. The net share surrender for taxes (3,993) implies no discretionary divestiture, so immediate selling pressure should be negligible. However, the exit of an EVP with combined legal, HR and corporate-secretary roles removes a multifunctional leader and may signal broader leadership turnover risk. From a governance standpoint, investors should watch for succession clarity and potential disclosure in upcoming 8-K filings. Because the transaction is compensation-driven and involves no open-market buying, the signal is neutral-to-slightly negative rather than bullish.

SEC Form 4

FORM 4

UNITED 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

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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^*

NAMENYE ANDREW J

(Last) (First) (Middle)

C/O LCI INDUSTRIES

3501 COUNTY ROAD 6 EAST

(Street)

ELKHART IN 46514-7663

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LCI INDUSTRIES [ LCII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CLO, CHRO, & Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/31/2025		M		1,440	A	$95	27,669	D
Common Stock	07/31/2025		M		2,649	A	$95	30,318	D
Common Stock	07/31/2025		M		4,342	A	$95	34,660	D
Common Stock	07/31/2025		M		619	A	$95	35,279	D
Common Stock	07/31/2025		F		3,993	D	$0	31,286	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	07/31/2025		M			1,440(2)	(3)	03/01/2026	Common Stock	1,440	$95	0	D
Restricted Stock Unit	(1)	07/31/2025		M			2,649(4)	(3)	03/01/2027	Common Stock	2,649	$95	0	D
Restricted Stock Unit	(1)	07/31/2025		M			4,342(5)	(3)	03/01/2028	Common Stock	4,342	$95	0	D
Restricted Stock Unit	(1)	07/31/2025		M			619(6)	(3)	03/01/2028	Common Stock	619	$95	0	D
Performance Stock Unit	(1)							03/01/2026	03/01/2026	Common Stock	7,201		7,201(7)	D
Performance Stock Unit	(1)							03/01/2027	03/01/2027	Common Stock	5,958		5,958(8)	D
Performance Stock Unit	(1)							03/01/2028	03/01/2028	Common Stock	6,512		6,512(9)	D
Performance Stock Unit	(1)							03/01/2028	03/01/2028	Common Stock	929		929(10)	D

Explanation of Responses:

1. Each Stock Unit represents a contingent right to receive one share of LCII Common Stock.

2. Includes 19 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) June 13, 2025 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).

3. The vesting of these stock units was accelerated to July 31, 2025 in connection with the reporting person's separation of employment.

4. Includes 34 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) June 13, 2025 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).

5. Includes 57 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) June 13, 2025 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. Includes 8 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) June 13, 2025 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).

7. Includes 93 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) June 13, 2025 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. Includes 77 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) June 13, 2025 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).

9. Includes 84 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) June 13, 2025 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 12 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) June 13, 2025 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).

Remarks:

	/s/ Andrew J. Namenye	08/04/2025
	** Signature of Reporting Person	Date
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.
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FAQ

How many LCII shares did Andrew J. Namenye acquire on July 31, 2025?

He converted 9,050 RSUs into common shares.

Did the executive sell any LCII shares in the open market?

No. 3,993 shares were surrendered for tax withholding (Code F); no open-market sales occurred.

What is Andrew J. Namenye's remaining LCII share ownership?

After the transactions, he beneficially owns 31,286 common shares directly.

Why were the RSUs accelerated to vest on July 31, 2025?

The vesting was accelerated due to the executive's separation of employment from LCI Industries.

Are any derivative securities still outstanding for the reporting person?

No. All RSUs and performance stock units disclosed were settled, leaving 0 derivative securities outstanding.