LSI Industries (LYTS) CEO Sells Shares; Retains 421k+ Shares and 576k Options

Rhea-AI Filing Summary

LSI Industries Inc. (LYTS) insider disclosure: James A. Clark, CEO and President and a director, reported a sale of 26,597 common shares on 08/27/2025 at $23.08 per share to satisfy tax obligations on vested restricted stock units and performance share units. After the reported sale, Mr. Clark beneficially owns 421,313 common shares directly and 202,668 shares indirectly through the company’s Non-Qualified Deferred Compensation Plan.

He also holds outstanding stock options previously reported: an option to buy 500,000 shares exercisable under specified vesting conditions (exercise price $4.40, expiration 11/01/2028) and another option for 76,271 shares (exercise price $6.80, expiration 08/19/2030).

Positive

• Continued substantial ownership: Mr. Clark retains 421,313 direct shares and 202,668 indirect shares, plus significant long-dated options totaling 576,271 underlying shares.

Negative

• Disposition recorded: Sale of 26,597 shares at $23.08 reduced direct holdings, though the filing states the sale was to cover taxes on vested awards.

Insights

Corporate Governance Expert

TL;DR: CEO sold shares to cover taxes; retains substantial equity and option holdings, aligning executive interests with shareholders.

Mr. Clark’s sale of 26,597 shares at $23.08 is disclosed as a tax-related disposition rather than a strategic divestiture. He continues to hold meaningful direct and indirect equity and significant option positions with multi-year expirations and vesting conditions. From a governance perspective, the filing documents routine insider activity and confirms ongoing alignment through equity-based compensation. All material details provided in the Form 4 are standard and previously reported option grants are referenced in the explanations.

Securities Analyst

TL;DR: Transaction is routine and limited in size; underlying option positions offer potential future dilution but are long-dated with vesting conditions.

The reported sale reduced direct shareholdings by 26,597 shares to 421,313 shares; the stated reason is tax payment on vested awards. The analyst should note the existence of two option blocks: 500,000 shares (exercise $4.40) and 76,271 shares (exercise $6.80). These options are exercisable under specified conditions and have multi-year expirations, which could result in future share issuance if exercised. The Form 4 contains explicit, non-speculative detail appropriate for investor monitoring.

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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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)
08/27/2025

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)	08/27/2025		S		26,597	D	$23.08	421,313	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 Deferred 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	08/29/2025
	** 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 did LYTS insider James A. Clark sell on 08/27/2025?

He sold 26,597 common shares at a price of $23.08 per share.

Why were the shares sold by the LYTS CEO?

The Form 4 states the disposition was for payment of taxes upon vesting of restricted stock units and performance share units.

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

He beneficially owns 421,313 common shares directly and 202,668 shares indirectly through the Non-Qualified Deferred Compensation Plan.

What stock options does the LYTS reporting person hold?

He holds an option to buy 500,000 shares (exercise price $4.40, expiration 11/01/2028) and an option to buy 76,271 shares (exercise price $6.80, expiration 08/19/2030).

Was this Form 4 filed individually or jointly?

The filing indicates it was filed by one reporting person (Form filed by One Reporting Person).