LSI Industries (LYTS) Form 4 — Tax-Related Sale and Option Schedule for CFO

Rhea-AI Filing Summary

James E. Galeese, Executive VP and CFO of LSI Industries Inc. (LYTS), reported a Section 16 Form 4 disclosing insider transactions on 08/27/2025. The filing shows a sale of 6,064 common shares at $23.08 to cover taxes upon vesting of restricted stock units and performance share units. Following the reported transactions, Mr. Galeese beneficially owns 173,288 common shares. The filing also lists previously reported holdings of 60,000, 38,000, 43,898, 75,606, and 22,586 stock options with exercise prices ranging from $3.83 to $9.15, and vesting schedules described in the form.

Positive

• Transaction disclosed as tax-related disposition, indicating routine liquidity to satisfy withholding on vested RSUs/PSUs
• Substantial remaining ownership via options and shares (total beneficial ownership reported as 173,288 shares)
• Detailed option schedules and strike prices provided, improving transparency about future dilution and insider incentives
• Filing signed by attorney-in-fact, indicating procedural compliance

Negative

• Sale of 6,064 shares at $23.08 reduced direct share holdings (explicit sale reported)
• Form shows multiple outstanding options that could lead to future dilution if exercised

Insights

Financial Analyst

TL;DR: Routine tax-related share disposition by the CFO; significant option holdings remain, so ownership alignment persists.

The Form 4 shows a 6,064-share sale at $23.08 explicitly described as payment of taxes on vested RSUs/PSUs, which is a common liquidity event and not a broad divestiture. Post-transaction beneficial ownership is 173,288 shares, and material option positions remain outstanding across multiple strike prices and vesting schedules. For investors, this reads as routine insider tax-selling rather than an indicator of a change in confidence.

Corporate Governance Expert

TL;DR: Disclosure appears complete and timely; transactions are identified as tax-related and prior option grants are documented.

The filing includes clear statements about the nature of the dispositions (tax withholding on vesting) and documents existing derivative holdings with vesting terms. The signature by an attorney-in-fact is provided. There are no disclosures of new grants or unusual arrangements in this Form 4; this is a standard Section 16 reporting event consistent with compensation vesting.

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

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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^*

Galeese James E

(Last) (First) (Middle)

LSI INDUSTRIES INC.

10000 ALLIANCE RD

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive VP; CFO

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)								74,333	D
Common Shares(2)	08/27/2025		S		6,064	D	$23.08	173,288	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)	$9.15							(4)	06/12/2027	Common Shares	60,000		34,996	D
Option to Buy(3)	$5.92							(5)	08/17/2027	Common Shares	38,000		38,000	D
Option to Buy(3)	$4.94							(5)	08/16/2028	Common Shares	43,898		38,386	D
Option to Buy(3)	$3.83							(5)	08/21/2029	Common Shares	75,606		75,606	D
Option to Buy(3)	$6.8							(5)	08/19/2030	Common Shares	22,586		22,586	D

Explanation of Responses:

1. Common Shares held in the LSI Industries Inc. Non-Qualified Deferred Compensation Plan.

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

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

4. The options vest at a rate of 25% per year beginning on the first anniversary of the grant date.

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

	/s/ F. Mark Reuter as Attorney-in-Fact for James E. Galeese	08/29/2025
	** 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).
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FAQ

What insider transaction did LYTS CFO James E. Galeese report on 08/27/2025?

The filing reports a sale of 6,064 common shares at $23.08, disclosed as payment of taxes upon vesting of restricted stock units and performance share units.

How many LYTS common shares does James E. Galeese beneficially own after the reported transaction?

Following the reported transaction, Mr. Galeese beneficially owns 173,288 common shares according to the Form 4.

What stock option positions does the Form 4 disclose for James E. Galeese?

The Form 4 lists options to buy common shares with strikes of $9.15, $5.92, $4.94, $3.83, and $6.80, covering 60,000; 38,000; 43,898; 75,606; and 22,586 shares respectively, with vesting schedules described in the filing.

Was the disposition described as part of a Rule 10b5-1 plan or similar program?

The Form 4 does not indicate that the transaction was made pursuant to a Rule 10b5-1(c) plan; the filing specifies the sale was for payment of taxes on vesting awards.

Who signed the Form 4 for James E. Galeese?

The Form 4 is signed /s/ F. Mark Reuter as Attorney-in-Fact for James E. Galeese with the signature date 08/29/2025.