LSI Industries (LYTS) CEO files Form 4 showing large equity disposals and option holdings

Rhea-AI Filing Summary

LSI Industries Inc. (LYTS) insider activity: CEO and Director James A. Clark reported sales and current beneficial holdings. On 08/25/2025 he sold 23,109 common shares at $23.01 each and on 08/26/2025 he sold 24,020 common shares at $22.95 each. After those transactions he directly held 447,910 common shares and additionally reported 202,668 shares held in the companys Non-Qualified Deferral Compensation Plan.

The filing discloses that some dispositions were made to satisfy taxes upon vesting of restricted stock units and performance share units. Mr. Clark also holds previously reported non-qualified options to buy 500,000 and 76,271 shares with exercise prices of $4.40 and $6.80 and expiration dates in 2028 and 2030 respectively.

Positive

• Transparent disclosure of insider sales and reasons (tax withholding for vested RSUs and PSUs)
• Substantial remaining ownership: CEO still holds 447,910 direct shares plus 202,668 deferred-plan shares
• Detailed option disclosure including exercise prices, expiration dates, and vesting conditions

Negative

• Significant insider sales totaling 47,129 shares over two days at ~ $23 per share
• Large concentration of unexercised options (576,271 shares) that could dilute existing shareholders if exercised
• Sales represent material liquidity event for the CEO, which may attract investor attention

Insights

Financial Analyst

TL;DR: CEO sold about 47,129 shares over two days; holdings remain substantial and material deferred shares plus options remain outstanding.

The reported sales on 08/25/2025 and 08/26/2025 total 47,129 shares executed at roughly $23 per share and were partly to cover taxes from vested equity awards. Post-sales, Mr. Clark retains significant direct ownership of 447,910 shares plus 202,668 deferred-plan shares and 576,271 option-equivalent shares exercisable through 2030. For investors, the filing documents liquidity events tied to compensation vesting rather than a simple open-market divestiture, while the executive still maintains concentrated ownership and long-dated option incentives.

Corporate Governance Expert

TL;DR: CEO sales are sizable but appear linked to tax obligations on vested awards; reporting is transparent.

The filing clearly states the disposals were to satisfy tax obligations on RSUs and performance shares, and includes disclosure of sizable outstanding options granted as inducement awards. While the disclosure is complete and signatures are in order, the magnitude of sales relative to direct holdings is notable and should be monitored for any change in selling pattern or shifts in ownership concentration over time.

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

OMB Number:			3235-0287
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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^*

Clark James Anthony

(Last) (First) (Middle)

10000 ALLIANCE ROAD

(Street)

CINCINNATI OH 45242

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LSI INDUSTRIES INC [ LYTS ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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 Shares(1)	08/25/2025		S		23,109	D	$23.01	471,930	D
Common Shares(1)	08/26/2025		S		24,020	D	$22.95	447,910	D
Common Shares(2)								202,668	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
Option to Buy(3)	$4.4							(4)	11/01/2028	Common Shares	500,000		500,000	D
Option to Buy(3)	$6.8							(5)	08/19/2030	Common Shares	76,271		76,271	D

Explanation of Responses:

1. Disposition of shares for payment of taxes upon vesting of restricted stock units and performance share units.

2. Common shares held in the LSI Industries Inc. Non-Qualified Deferral Compensation Plan.

3. These holdings have been previously reported on Form 4.

4. Non-qualified stock option granted pursuant to the Employment Agreement dated October 15, 2018 between the Reporting Person and the Issuer as an inducement award outside the Issuer's 2012 Stock Incentive Plan in accordance with NASDAQ Listing Rule 5635(c)(4). The option vests as follows: (i) 250,000 shares on November 1, 2021; (ii) 125,000 shares if the closing price per share of the Issuer's common stock is at least $9.50 per share prior to the expiration of the option; and (iii) 125.000 shares if the closing price per share of the Issuer's common stock is at least $15.00 per share prior to the expiration of the option. The vesting of the option as to each tranche of shares is subject to the Reporting Person's continued employment with the Issuer as President and Chief Executive Officer on November 1, 2021.

5. The options vest ratably over a three year time period.

	/s/ F. Mark Reuter as Attorney-in-Fact for James A. Clark	08/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did LYTS CEO James A. Clark report on Form 4?

He reported sales of 23,109 shares on 08/25/2025 at $23.01 and 24,020 shares on 08/26/2025 at $22.95.

How many LYTS shares does James A. Clark beneficially own after the reported transactions?

He beneficially owns 447,910 direct common shares following the reported sales, plus 202,668 shares in the Non-Qualified Deferral Compensation Plan.

Were the sales linked to compensation vesting or other reasons?

Yes. The filing explains the dispositions were to pay taxes upon vesting of restricted stock units and performance share units.

What option holdings does the Form 4 disclose for the CEO?

It discloses options to buy 500,000 shares at $4.40 (exp. 11/01/2028) and 76,271 shares at $6.80 (exp. 08/19/2030).

Who filed the Form 4 on behalf of James A. Clark?

The form is signed by F. Mark Reuter as Attorney-in-Fact for James A. Clark, dated 08/27/2025.