LSI Industries (NASDAQ: LYTS) buys Royston Group in $325M cash and stock deal

Rhea-AI Filing Summary

LSI Industries has closed its acquisition of Royston Group for an aggregate purchase price of $325 million, including $320 million in cash and $5 million in LSI common stock issued at $22.07 per share. The deal is funded by a new senior secured credit facility and a recent underwritten common stock offering.

The new Credit Agreement provides up to $350 million in senior secured financing, split between a $200 million five-year term loan and a $150 million revolving facility, expiring around March 31, 2031, with an option to increase by $75 million. On a trailing twelve-month basis ended September 30, 2025, Royston generated about $272 million in revenue and $38 million in adjusted EBITDA, and its results will be included in LSI’s Display Solutions segment starting in the fiscal 2026 third quarter.

Positive

• Transformational acquisition scale: LSI acquired Royston for $325 million, adding approximately $271.8 million in trailing twelve‑month revenue and $38.0 million in adjusted EBITDA, significantly enlarging its integrated retail branding solutions platform.
• Enhanced earnings base: Pro forma for the twelve months ended September 30, 2025, combined net sales were $864.4 million with adjusted EBITDA of $95.3 million, implying an 11.0% adjusted EBITDA margin for the combined businesses.
• Ample committed financing: A new senior secured credit facility provides up to $350 million in committed capital, with an additional $75 million accordion feature, supporting both the Royston purchase and potential future growth initiatives.

Negative

• Higher leverage and secured debt: The transaction is funded largely with a senior secured credit facility, with obligations secured by substantially all personal property of LSI and its domestic subsidiaries, increasing financial leverage and encumbering assets.
• Integration and execution risk: The company highlights risks that expected benefits from the Royston acquisition may not be fully realized, including challenges integrating operations, potential customer and employee reactions, and management distraction from transaction‑related activities.

Insights

Equity research analyst

Large, debt-funded Royston acquisition materially expands LSI’s scale.

LSI Industries completed the Royston Group acquisition for $325 million, funded by a new senior secured credit facility and a recent equity offering. Royston contributed trailing twelve‑month revenue of $271.8 million and adjusted EBITDA of $38.0 million, versus LSI’s $592.5 million in sales.

The new facility provides up to $350 million of senior secured borrowing capacity, including a $200 million term loan and a $150 million revolver, with an option to add $75 million more. Pricing is tied to LSI’s consolidated total net leverage ratio, and an unused commitment fee, initially 27.5 basis points, also varies with leverage.

Combined adjusted EBITDA for the twelve months ended September 30, 2025 is shown at $95.3 million, an 11.0% margin on $864.4 million of net sales. From fiscal 2026 third quarter, Royston’s results will be reported within the Display Solutions segment, with about six days of contribution that quarter. Future filings will clarify post‑deal leverage and integration progress.

false 0000763532 0000763532 2026-03-24 2026-03-24

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) March 24, 2026

LSI INDUSTRIES INC.

(Exact name of Registrant as Specified in its Charter)

Ohio		01-13375		31-0888951
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10000 Alliance Road, Cincinnati, Ohio	45242
(Address of Principal Executive Offices)	(Zip Code)

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):

☐	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)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 March 24, 2026, LSI Industries Inc. (“LSI” or the “Company”) entered into a Credit Agreement by and among PNC Capital Markets LLC (“PNC Capital”) and PNC Bank, National Association, as Administrative Agent, Swingline Loan Lender and Issuing Lender (“PNC Bank” and together with PNC Capital, “PNC”), the other lenders party thereto and the guarantors party thereto.

The Credit Agreement provides LSI with a senior secured credit facility (“Senior Secured Credit Facility”) pursuant to which the Company will be able to borrow up to $350 million, consisting of a $200 million five-year term loan, and a $150 million revolving credit facility. The Senior Secured Credit Facility will expire on or around March 31, 2031. Interest on the Senior Secured Credit Facility is based on, at the Company’s option, the Secured Overnight Financing Rate or a customary base rate, to be determined by reference to customary market benchmarks, in each case plus an applicable margin that is anticipated to vary based on the Company’s consolidated total net leverage ratio. The obligations of the Company and its subsidiary guarantors will be secured by substantially all of the personal property of the Company and its subsidiaries. The Company’s guarantors will include all existing and future domestic wholly-owned subsidiaries. The Company will also be subject to a fee on the unused balance of the Senior Secured Credit Facility, expected to be initially 27.5 basis points, which is anticipated to vary based on the Company’s consolidated total net leverage ratio. The Company also has an option to increase the aggregate amount of the Senior Secured Credit Facility by up to $75 million, through incremental term loans or incremental revolving credit commitments as requested by the Company. A portion of the revolving credit facility under the Senior Secured Credit Facility, not to exceed $15 million at any time outstanding, shall be available for the advancement of swingline loans.

The Company is using the proceeds from the Senior Secured Credit Facility to pay a portion of the purchase price of the acquisition of SRR Holdings, Inc., a Delaware corporation (“Royston”), pursuant to the Merger Agreement described in Item 2.01 below.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by the full text of the Credit Agreement which is filed as Exhibit 10.1 hereto and is incorporated by reference in this Item 1.01.

Item 2.01. Completion of Acquisition or Disposition of Assets.

As previously disclosed, on February 20, 2026, LSI entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Royston and Rhino Acquisition Company, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Merger Sub”), pursuant to which LSI agreed to acquire Royston in a reverse triangular merger, resulting in Royston becoming a wholly-owned subsidiary of LSI (the “Merger”). On March 24, 2026, LSI completed its acquisition of Royston pursuant to the Merger Agreement.

At the closing of the transactions contemplated by the Merger Agreement (the “Closing”), LSI paid to the stockholders of Royston the aggregate merger consideration of $325 million, subject to a working capital adjustment (the “Merger Consideration”), consisting of (i) $320 million in cash and (ii) $5 million in shares of the Company’s common stock, no par value, (the “LSI Common Stock”) issued at a price per share of $22.07, the closing price of the LSI Common Stock on February 19, 2026. The issuance of the LSI Common Stock at the Closing was made in reliance on an exemption from the registration provisions of the Securities Act of 1933, as amended, as set forth in Section 4(a)(2) thereof.

LSI will pay the Merger Consideration with the proceeds from the Senior Secured Credit Facility and the underwritten offering of common stock consummated by the Company on March 2, 2026. 

The foregoing description 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 was previously filed by LSI on February 25, 2026 as Exhibit 2.1 to its Current Report on Form 8-K dated February 20, 2026 and is incorporated by reference in this Item 2.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 above is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On March 24, 2026, the Company issued a press release announcing the Closing, a copy of which is furnished herewith as Exhibit 99.1 hereto.

The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and shall not be deemed “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended.

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.   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 LSI and Royston operate; uncertainties regarding the ability of LSI 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.

Item9.01. Financial Statements and Exhibits.

	(a)	Financial Statements of Businesses or Funds Acquired. The Company will file the financial statements of Royston required by Item 9.01(a) as an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing date for this Current Report on Form 8-K.
	(b)	Pro Forma Financial Information. The Company will file the pro forma financial information required by Item 9.01(b) as an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing date for this Current Report on Form 8-K.
	(d)	Exhibits.

ExhibitNo.		Description
2.1*		Agreement and Plan of Merger dated February 20, 2026 by and among LSI Industries Inc., SRR Holdings, Inc. and Rhino Acquisition Company, Inc. (incorporated by reference from LSI’s Form 8-K filed on February 25, 2026)
10.1*		Credit Agreement by and among LSI Industries Inc., the guarantors party thereto, the lenders party thereto, PNC Bank, National Association, and PNC Capital Markets LLC dated March 24, 2026
99.1		Press Release dated March 24, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
*	Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits to the SEC upon its request.

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.

LSI INDUSTRIES INC.

BY:/s/ James E. Galeese

James E. Galeese

Executive Vice President, Chief Financial Officer

Dated: March 24, 2026

Exhibit 99.1

LSI INDUSTRIES COMPLETES ACQUISITION OF ROYSTON GROUP

Transaction Creates Leading Integrated Retail Branding Solutions Platform

CINCINNATI, March 24, 2026 -- LSI Industries Inc. (Nasdaq: LYTS, “LSI” or the “Company”) a leading U.S. based manufacturer of commercial lighting and display solutions, today announced it has completed the acquisition of Royston Group (“Royston”), a leader in identity and equipment solutions for retail environments, from Industrial Opportunity Partners (“IOP”), following the satisfaction of customary closing conditions and expiration of applicable regulatory waiting periods.

LSI acquired Royston for an aggregate purchase price of $325 million payable at closing, consisting of $320 million in cash and $5 million in shares of LSI common stock. The transaction was funded through a combination of debt and the proceeds of a public offering of common stock completed on March 2, 2026.

Atlanta-based Royston is a vertically integrated provider of custom store fixtures, interior and exterior signage, and refrigerated and heated display cases. With five facilities across four U.S. states and a workforce of more than 900 employees, Royston delivers build-to-order retail branding solutions that integrate design, engineering, fabrication, assembly, distribution, and turnkey installation capabilities across the full project lifecycle.

On a trailing twelve-month basis ended September 30, 2025, Royston generated approximately $272 million in revenue and approximately $38 million in adjusted EBITDA, representing an adjusted EBITDA margin of approximately 14%. Beginning in the fiscal 2026 third quarter, Royston’s financial results will be included within LSI’s Display Solutions segment. LSI’s fiscal 2026 third quarter results will include approximately six days of financial contribution from Royston.

LSI believes the acquisition of Royston creates a leading solutions-based platform integrating custom design, engineering, manufacturing, installation, and maintenance capabilities across lighting, fixtures, branded signage, and display cases, positioning the combined company as a one-stop partner for the new build and remodel programs of leading retail brands across North America. A presentation outlining the Royston acquisition is available in the Investor Relations section of LSI’s website.

MANAGEMENT COMMENTARY

“Our acquisition of Royston represents a transformational expansion of LSI’s unique-to-market integrated retail solutions platform,” said James A. Clark, President and Chief Executive Officer of LSI Industries. “Royston brings strong capabilities across store fixtures, signage, and refrigerated display solutions, along with deep customer relationships across several of our highest-growth verticals, including refueling, grocery, and quick-service restaurants. We are excited to welcome Royston’s more than 900 employees to the LSI team as we continue to scale our platform capabilities for customers while driving long-term value creation for our shareholders.”

LSI Industries Completes Acquisition of Royston Group

March 24, 2026

“The closing of this transaction also represents an important step forward in the execution of our Fast Forward value creation strategy,” Clark continued. “LSI’s focus remains on delivering above-market growth in both new and existing vertical markets, driving operating leverage through scale and efficiency gains, and prioritizing capital allocation toward high-return organic and inorganic investments.”

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 U.S. and Canada. Additional information about LSI is available at www.lsicorp.com.

NON-GAAP FINANCIAL MEASURES

This press release includes non-GAAP financial measures, including Earnings Before Interest, Taxes, Depreciation and Amortization EBITDA and Adjusted EBITDA. We believe that these are useful as supplemental measures in assessing the operating performance of our business. These measures are used by our management, including our chief operating decision maker, to evaluate business results, and are frequently referenced by those who follow LSI. These non-GAAP measures may be different from non-GAAP measures used by other companies. In addition, the non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Non-GAAP measures have limitations, in that they do not reflect all amounts associated with our results as determined in accordance with U.S. GAAP. Therefore, these measures should be used only to evaluate our results in conjunction with corresponding GAAP measures. Below is a reconciliation of these non-GAAP measures reported for the periods indicated.

Page 2 of 3

LSI Industries Completes Acquisition of Royston Group

March 24, 2026

(Unaudited)		Twelve Months Ended September 30, 2025
(In thousands)		LSI				Royston				Combined
Net sales		$	592,531			$	271,827			$	864,358
Net Income to Adjusted EBITDA
Net Income		$	24,965			$	19,048			$	44,013
Income tax			9,451				(4,416	)			5,035
Interest expense, net			3,001				8,050				11,051
Other (income) expense			193				(177	)			16
Operating Income		$	37,610			$	22,505			$	60,115
Depreciation and amortization			12,835				12,148				24,983
EBITDA		$	50,445			$	34,653			$	85,098
Long-term performance based compensation			5,037				-				5,037
Professional fees and expenses			81				770				851
Acquisition costs			1,219				-				1,219
Expense on step-up basis of acquired lease			357				-				357
Private Equity Management Fees			-				756				756
Severance costs and Restructuring costs			169				1,850				2,019
Adjusted EBITDA		$	57,308			$	38,029			$	95,337
Adjusted EBITDA as a percentage of sales			9.7	%			14.0	%			11.0	%

FORWARD-LOOKING STATEMENTS

Statements made in this release that are not statements of historical or current facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, risks and uncertainties. These factors, 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 LSI and Royston operate; uncertainties regarding the ability of LSI 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, risks and uncertainties described in this paragraph, risks in "Item 1A. Risk Factors" in Part I of our most recent Annual Report on Form 10-K and any updates discussed under the caption "Item 1A. Risk Factors" in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC, including our Current Reports on Form 8-K, are incorporated herein by reference. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as required by law.

INVESTOR CONTACT

Noel Ryan or Bill Seymour

LYTS@vallumadvisors.com

Page 3 of 3

FAQ

What did LSI Industries (LYTS) acquire and for how much?

LSI Industries acquired Royston Group for $325 million. The consideration includes $320 million in cash plus $5 million in LSI common stock, issued at $22.07 per share. Royston provides store fixtures, signage, and refrigerated and heated display solutions for retail environments.

How is LSI Industries funding the Royston acquisition?

The acquisition is funded with debt and recent equity proceeds. LSI is using a new senior secured credit facility of up to $350 million, along with proceeds from an underwritten common stock offering completed on March 2, 2026, to pay the $325 million merger consideration.

What are the key terms of LSI Industries’ new credit facility?

The senior secured facility totals up to $350 million. It includes a $200 million five-year term loan and a $150 million revolving credit facility, expiring around March 31, 2031, with an option to increase capacity by $75 million and pricing tied to LSI’s net leverage ratio.

How large is Royston compared to LSI Industries’ existing business?

Royston is a substantial addition to LSI’s scale. For the twelve months ended September 30, 2025, Royston generated about $271.8 million in revenue and $38.0 million in adjusted EBITDA, versus LSI’s $592.5 million in net sales over the same period.

How will the Royston acquisition impact LSI Industries’ financial reporting?

Royston will be reported within LSI’s Display Solutions segment. Beginning in LSI’s fiscal 2026 third quarter, Royston’s financial results, including approximately six days of contribution that quarter, will be consolidated into that segment’s reported performance.

What risks does LSI Industries highlight related to the Royston deal?

LSI cites several transaction-related risks. These include not fully realizing expected benefits, economic and competitive changes, challenges integrating Royston promptly and effectively, potential reactions from customers and employees, and diversion of management time to transaction matters.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 60.4 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 1.1 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB