false
0000763532
0000763532
2026-02-26
2026-02-26
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) February 26, 2026
LSI INDUSTRIES INC.
(Exact name of Registrant as Specified in its Charter)
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Ohio
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01-13375
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31-0888951
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(State or Other
Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification
No.)
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10000 Alliance Road, Cincinnati, Ohio
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45242
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code (513) 793-3200
(Former name or former address, if changed since last report.)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, no par value |
LYTS |
NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §240.12b-2 of this chapter).
Emerging growth company ☐
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.
On February 26, 2026, LSI Industries Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc., as representative of the several underwriters named therein (collectively, the “Underwriters”), relating to the offering, issuance and sale of 4,600,000 shares of the Company’s common stock, no par value (the “Shares”). The offering price of the Shares to the public in the offering is $19.75 per share. The closing of the offering is expected to take place on March 2, 2026, subject to the satisfaction of customary closing conditions. All of the Shares are being sold by the Company. In addition, the Company has granted the Underwriters a 30-day option to purchase up to an additional 690,000 Shares of common stock on the same terms and conditions. On February 27, 2026, the Underwriters exercised the option to purchase such additional Shares in full.
The net proceeds to the Company from this offering are expected to be approximately $98.1 million, after deducting underwriting discounts and commissions and estimated offering expenses. The Company currently intends to use the net proceeds of this offering to implement its growth and acquisition strategy, including (i) payment of a portion of the purchase price for its proposed acquisition (the “Merger”) of SRR Holdings, Inc. (“Royston”) pursuant to the Merger Agreement entered into February 20, 2026 (the “Royston Acquisition”); (ii) repayment of borrowings under a credit facility (the “Credit Facility”) with PNC Capital Markets LLC and PNC Bank, National Association (together, “PNC”), which will be amended to increase the amount available under the Credit Facility to $425 million pursuant to that certain Senior Secured Credit Facility Commitment Letter, dated January 21, 2026 between PNC and the Company to be used to fund the purchase price of the Royston Acquisition which is expected to close in the third quarter of fiscal year 2026; and/or (iii) for general working capital and corporate purposes.
The offering is being made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-290202) (the “Registration Statement”), which was previously filed with the Securities and Exchange Commission (“SEC”) on September 12, 2025 and became effective on September 22, 2025. The Company filed a related prospectus supplement dated February 26, 2026, relating to the issuance and sale of the Shares with the SEC.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the opinion of Keating Muething & Klekamp PLL, relating to the legality of the issuance and sale of the Shares in the offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Cautionary Language Concerning Forward-Looking Statements
This report contains certain forward-looking statements that are subject to numerous assumptions, risks or uncertainties. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. Forward-looking statements may be identified by words such as “estimates,” “anticipates,” “projects,” “plans,” “expects,” “intends,” “believes,” “seeks,” “may,” “will,” “should” or the negative versions of those words and similar expressions, and by the context in which they are used. Examples of forward-looking statements include, among others, statements regarding the proposed Merger, including the timing of the proposed Merger, the source of the funds to be used as consideration for the proposed Merger, the closing of the offering, anticipated amount of net proceeds from the offering, and the intended use of such proceeds. Such statements, whether expressed or implied, are based upon current expectations of the Company and speak only as of the date made. Actual results could differ materially from those contained in or implied by such forward-looking statements as a result of a variety of risks and uncertainties over which the Company may have no control. These risks and uncertainties include, but are not limited to, risks that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which the Company and Royston operate; uncertainties regarding the ability of the Company and Royston to promptly and effectively integrate their businesses; uncertainties regarding the reaction to the transaction of the companies’ respective customers, employees, and counterparties; and risks relating to the diversion of management time on transaction-related issues. In addition to the factors described in this paragraph, the risk factors identified in the Company’s Annual Report on Form 10-K and other filings the Company may make with the SEC constitute risks and uncertainties that may affect the financial performance of the Company and are incorporated herein by reference. The Company does not undertake and hereby disclaims any duty to update any forward-looking statements to reflect subsequent events or circumstances.
Item 8.01. Other Events
On February 25, 2026, the Company issued a press release announcing the proposed public offering, a copy of which is attached as Exhibit 99.1 hereto.
Also on February 26, 2026, the Company issued a press release announcing the pricing of the offering, a copy of which is furnished as Exhibit 99.2 hereto.
Item9.01 Financial Statements and Exhibits.
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ExhibitNo.
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Description
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1.1
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Underwriting Agreement between LSI Industries Inc. and Oppenheimer & Co., Inc. dated February 26, 2026
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5.1
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Opinion of Keating Muething & Klekamp PLL
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23.1
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Consent of Keating Muething & Klekamp PLL (included in Exhibit 5.1)
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99.1
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Press Release dated February 25, 2026
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99.2
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Press Release dated February 26, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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LSI INDUSTRIES INC.
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BY:/s/ James E. Galeese
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James E. Galeese
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Executive Vice President, Chief Financial Officer
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Dated: March 2, 2026
Exhibit 99.1

LSI INDUSTRIES ANNOUNCES PROPOSED $90 MILLION
PUBLIC OFFERING OF COMMON STOCK
CINCINNATI, February 25, 2026 -- LSI Industries Inc. (Nasdaq: LYTS, “LSI” or the “Company”), a leading U.S. based manufacturer of commercial lighting and display solutions, today announced that it intends to offer and sell $90 million of its shares of common stock pursuant to an effective shelf registration statement, subject to market and other conditions. In addition, LSI intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of common stock offered in the proposed public offering on the same terms and conditions. All of the shares of common stock are being offered by LSI.
LSI intends to use the net proceeds from this proposed offering to implement its growth and acquisition strategy, including (i) payment of a portion of the purchase price for its proposed Royston Group acquisition pursuant to the Agreement and Plan of Merger, dated February 20, 2026, by and between LSI and Royston Group; (ii) repayment of borrowings under the proposed Senior Secured Credit Facility Commitment Letter, dated January 21, 2026, by and between LSI, PNC Capital Markets LLC, and PNC Bank, National Association, to be used to fund the purchase price of the Royston Group acquisition, which is expected to close in the third quarter of LSI’s 2026 fiscal year; and/or (iii) for general working capital and corporate purposes.
Oppenheimer & Co. and Craig-Hallum are acting as joint lead book-running managers for the proposed offering.
A shelf registration statement on Form S-3 relating to the shares of common stock to be issued in the proposed offering was filed with the Securities and Exchange Commission (“SEC”) and is effective. The securities may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the proposed offering will be filed with the SEC. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained, when available, from Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, or by telephone at (212) 667-8563, or by email at EquityProspectus@opco.com or Craig-Hallum Capital Group LLC, 222 South Ninth Street, Suite 350, Minneapolis, MN 55402, Attn: Equity Capital Markets, or by telephone at (612) 334-6300, or by email at prospectus@chlm.com. Electronic copies of the preliminary prospectus supplement and accompanying prospectus will also be available on the SEC's website at http://www.sec.gov. The final terms of the proposed offering will be disclosed in a final prospectus supplement to be filed with the SEC.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
LSI Industries Announces Proposed Public Offering of Common Stock
February 25, 2026
ABOUT LSI INDUSTRIES
Headquartered in Cincinnati, LSI is a publicly held company traded over the NASDAQ Stock Exchange under the symbol LYTS. The Company manufactures advanced lighting, graphics, and display solutions across strategic vertical markets. The Company’s American-made products, which include non-residential indoor and outdoor lighting, print graphics, digital graphics, refrigerated and custom displays, help create value for customer brands and enhance the consumer experience. LSI also provides comprehensive project management services in support of large-scale product rollouts. The Company employs approximately 2,000 people at 18 manufacturing plants in the United States and Canada.
FORWARD-LOOKING STATEMENTS
This press release contains statements that, to the extent they are not recitations of historical fact, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All such statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and this statement is included for purposes of such safe harbor provisions.
“Forward-looking” statements, as such term is defined by the SEC in its rules, regulations and releases, represent our expectations or beliefs, including, but not limited to, statements concerning our expectations regarding the proposed offering of common stock, including the expected timing, terms, size and use of proceeds, our expectation that we will complete the proposed offering, our operations, economic performance, financial condition, growth and acquisition strategies, investments and future operational plans. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “forecast,” “seek,” “plan,” “predict,” “project,” “could,” “estimate,” “might,” “continue,” “seeking” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements.
These statements speak only as of the date of this press release and we undertake no ongoing obligation, other than that imposed by law, to update these statements. These statements relate to, among other things, our intent, belief or current expectations with respect to the timing and terms of the anticipated offering of common stock, the grant of any option to purchase additional shares, the anticipated use of proceeds from the proposed offering and other statements relating to the proposed offering. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, certain of which are beyond our control, and that actual results may differ materially from those contained in or implied by the forward-looking statements as a result of various factors, some of which are unknown, including, without limitation, risks related to:
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our ability to price or complete the anticipated offering of common stock on favorable terms or at all;
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reliance on key customers;
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LSI Industries Announces Proposed Public Offering of Common Stock
February 25, 2026
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global economic and political conditions;
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product demand and market acceptance risks;
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competition from existing and new competitors;
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our ability to consummate, successfully integrate, and achieve the strategic and other objectives, including any expected synergies, relating to pending acquisitions, including the acquisition of Royston Group and other recently completed acquisitions;
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prolonged periods of inflation and our ability to mitigate the impact thereof;
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our ability to mitigate the impacts of increased costs related to tariffs;
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technology and cybersecurity threats and incidents;
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our outstanding indebtedness;
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market volatility in the debt and equity capital markets;
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our ability to continue to pay dividends at current levels or at all;
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our published financial guidance;
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our expected use of proceeds from the proposed offering; and
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the other factors identified in our reports filed or expected to be filed with the SEC, including our Annual Report on Form 10-K for the year ended June 30, 2025 and our Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2025 and December 31, 2025.
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You are advised, however, to consult any further disclosures we make on related subjects in our periodic reports on Forms 10-K, 10-Q or 8-K filed with or furnished to the SEC.
INVESTOR CONTACT
Noel Ryan or Bill Seymour
LYTS@vallumadvisors.com
Exhibit 99.2
LSI INDUSTRIES PRICES PUBLIC OFFERING OF COMMON STOCK
CINCINNATI, February 26, 2026 -- LSI Industries Inc. (Nasdaq: LYTS, “LSI” or the “Company”) a leading U.S. based manufacturer of commercial lighting and display solutions, announced today that it has priced its previously announced underwritten public offering.
The Company is offering 4,600,000 shares of its common stock at a public offering price of $19.75 per share. The gross proceeds to LSI from the offering, before deducting the underwriting discounts and commissions and offering expenses, are expected to be approximately $90 million. LSI has granted the underwriters a 30-day option to purchase up to an additional 690,000 shares of its common stock at the public offering price, less underwriting discounts and commissions. The offering is expected to close on or about March 2, 2026, subject to the satisfaction of customary closing conditions. All of the shares of common stock are being offered by LSI.
LSI intends to use the net proceeds from this offering to implement its growth and acquisition strategy, including (i) payment of a portion of the purchase price for its proposed Royston Group acquisition pursuant to the Agreement and Plan of Merger, dated February 20, 2026, by and between LSI and Royston Group; (ii) repayment of borrowings under the proposed Senior Secured Credit Facility Commitment Letter, dated January 21, 2026, by and between LSI, PNC Capital Markets LLC, and PNC Bank, National Association, to be used to fund the purchase price of the Royston Group acquisition, which is expected to close in the third quarter of LSI’s 2026 fiscal year; and/or (iii) for general working capital and corporate purposes.
Oppenheimer & Co. and Craig-Hallum are acting as joint lead book-running managers for the offering. H.C. Wainwright & Co. and Texas Capital Securities are acting as co-managers for the offering.
A shelf registration statement on Form S-3 relating to the shares of common stock to be issued in the offering was filed with the Securities and Exchange Commission (“SEC”) and is effective. The securities may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the offering was filed with the SEC on February 25, 2026. The final prospectus supplement and the accompanying prospectus relating to the offering will be filed with the SEC. Copies of the final prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained, when available, from Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, or by telephone at (212) 667-8563, or by email at EquityProspectus@opco.com or Craig-Hallum Capital Group LLC, 222 South Ninth Street, Suite 350, Minneapolis, MN 55402, Attn: Equity Capital Markets, or by telephone at (612) 334-6300, or by email at prospectus@chlm.com. Electronic copies of the final prospectus supplement and accompanying prospectus will also be available on the SEC's website at http://www.sec.gov.
LSI Industries Prices Public Offering of Commons Stock
February 26, 2026
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT LSI INDUSTRIES
Headquartered in Cincinnati, LSI is a publicly held company traded over the NASDAQ Stock Exchange under the symbol LYTS. The Company manufactures advanced lighting, graphics, and display solutions across strategic vertical markets. The Company’s American-made products, which include non-residential indoor and outdoor lighting, print graphics, digital graphics, refrigerated and custom displays, help create value for customer brands and enhance the consumer experience. LSI also provides comprehensive project management services in support of large-scale product rollouts. The Company employs approximately 2,000 people at 18 manufacturing plants in the United States and Canada.
FORWARD-LOOKING STATEMENTS
This press release contains statements that, to the extent they are not recitations of historical fact, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All such statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and this statement is included for purposes of such safe harbor provisions.
“Forward-looking” statements, as such term is defined by the SEC in its rules, regulations and releases, represent our expectations or beliefs, including, but not limited to, statements concerning our expectations regarding the offering of common stock, including the expected use of proceeds, our expectation that we will complete the offering, our operations, economic performance, financial condition, growth and acquisition strategies, investments and future operational plans. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “forecast,” “seek,” “plan,” “predict,” “project,” “could,” “estimate,” “might,” “continue,” “seeking” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements.
These statements speak only as of the date of this press release and we undertake no ongoing obligation, other than that imposed by law, to update these statements. These statements relate to, among other things, our intent, belief or current expectations with respect to the offering of common stock, the anticipated use of proceeds from the offering and other statements relating to the offering. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, certain of which are beyond our control, and that actual results may differ materially from those contained in or implied by the forward-looking statements as a result of various factors, some of which are unknown, including, without limitation, risks related to:
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●
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our ability to complete the offering of common stock on favorable terms or at all;
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●
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reliance on key customers;
|
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●
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global economic and political conditions;
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LSI Industries Prices Public Offering of Commons Stock
February 26, 2026
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●
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product demand and market acceptance risks;
|
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●
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competition from existing and new competitors;
|
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●
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our ability to consummate, successfully integrate, and achieve the strategic and other objectives, including any expected synergies, relating to pending acquisitions, including the acquisition of Royston Group and other recently completed acquisitions;
|
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●
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prolonged periods of inflation and our ability to mitigate the impact thereof;
|
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●
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our ability to mitigate the impacts of increased costs related to tariffs;
|
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●
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technology and cybersecurity threats and incidents;
|
| |
●
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our outstanding indebtedness;
|
| |
●
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market volatility in the debt and equity capital markets;
|
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●
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our ability to continue to pay dividends at current levels or at all;
|
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●
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our published financial guidance;
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●
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our expected use of proceeds from the offering; and
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●
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the other factors identified in our reports filed or expected to be filed with the SEC, including our Annual Report on Form 10-K for the year ended June 30, 2025 and our Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2025 and December 31, 2025.
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You are advised, however, to consult any further disclosures we make on related subjects in our periodic reports on Forms 10-K, 10-Q or 8-K filed with or furnished to the SEC.
INVESTOR CONTACT
Noel Ryan or Bill Seymour
LYTS@vallumadvisors.com