[Form 4] LSI Industries Inc Insider Trading Activity

Rhea-AI Filing Summary

James E. Galeese, Executive Vice President and Chief Financial Officer of LSI Industries Inc. (LYTS), reported dispositions of common stock and disclosed existing option holdings and deferred compensation shares. The filing shows sales of 6,013 shares on 08/25/2025 at $23.01 and 6,268 shares on 08/26/2025 at $22.95, with the number of common shares beneficially owned declining to 179,352 after the second sale. The report also identifies 74,333 shares held in the company’s Non-Qualified Deferred Compensation Plan and multiple outstanding stock options with strikes ranging from $3.83 to $9.15 covering tens of thousands of shares.

The filing notes that certain dispositions were to satisfy taxes upon vesting of restricted stock units and performance share units, and option grants have defined vesting schedules. All holdings shown are reported as direct beneficial ownership.

Positive

• Significant retained ownership: Reporting person still holds 179,352 common shares after the reported sales, indicating continued equity exposure.
• Long-term alignment via options: Multiple outstanding stock options with vesting schedules through 2030 provide continued incentive alignment.
• Deferred compensation holdings: 74,333 shares held in the company's Non-Qualified Deferred Compensation Plan demonstrate further retained economic interest.

Negative

• Recent insider sales: Dispositions of 6,013 shares on 08/25/2025 at $23.01 and 6,268 shares on 08/26/2025 at $22.95 reduced direct holdings.
• Tax-driven vesting disposals: Sales were made to satisfy taxes on vesting restricted stock units and performance share units, which can temporarily increase share supply.

Insights

Securities Analyst

TL;DR: Insider sales were modest and accompanied by substantial retained equity and option holdings, suggesting continued alignment with shareholders.

The reporting person, the company CFO, recorded routine dispositions of restricted shares to cover tax obligations and retains significant equity exposure via deferred compensation shares and multiple option grants. The sales totaled 12,281 shares across two days at prices near $23, reducing reported direct holdings from 185,620 to 179,352 shares. Outstanding options remain material in aggregate and vest over multi-year schedules, preserving potential future ownership upside.

Corporate Governance Expert

TL;DR: Dispositions are documented as tax-related; retention of deferred plan shares and options indicates governance-aligned incentives.

The Form 4 explicitly states the share disposals were for payment of taxes upon vesting of restricted stock units and performance share units, a common insider action that typically reflects compensation-related liquidity rather than a change in view on the company. The detailed option schedule and vesting terms show continued long-term incentive alignment, with multiple option tranches exercisable through 2030.

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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hours per response:			0.5

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)
08/25/2025

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)								74,333	D
Common Shares(2)	08/25/2025		S		6,013	D	$23.01	185,620	D
Common Shares(2)	08/26/2025		S		6,268	D	$22.95	179,352	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	08/27/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did LYTS CFO James E. Galeese report?

The Form 4 reports dispositions of 6,013 shares on 08/25/2025 at $23.01 and 6,268 shares on 08/26/2025 at $22.95 to cover taxes upon vesting.

How many LYTS shares does the reporting person retain after the reported transactions?

Following the reported sales the filing shows 179,352 common shares beneficially owned by the reporting person.

Does the Form 4 show any shares held in deferred compensation for LYTS insiders?

Yes, the filing discloses 74,333 shares held in the LSI Industries Inc. Non-Qualified Deferred Compensation Plan.

What option holdings does the LYTS reporting person have?

The filing lists multiple option grants with strike prices from $3.83 to $9.15, underlying tens of thousands of common shares, with exercisable tranches through 2030.

Were the share sales described as related to compensation vesting?

Yes. The filing states the dispositions were for payment of taxes upon vesting of restricted stock units and performance share units.