LSI Industries (LYTS) CEO Reports RSU and PSU Vesting Increasing Ownership

Rhea-AI Filing Summary

James A. Clark, CEO and President of LSI Industries Inc. (LYTS), reported insider transactions on Form 4 dated 08/20/2025. The filing shows the acquisition of 31,088 restricted stock units and 143,478 shares from vesting of performance share units, and indicates beneficial ownership totaling 495,039 common shares after the reported transactions. The filing also discloses existing holdings under the companys non-qualified deferral compensation plan and two outstanding stock options: an option for 500,000 shares with a $4.40 exercise price expiring 11/01/2028, and an option for 76,271 shares with a $6.80 exercise price expiring 08/19/2030.

Positive

• Acquisition of 31,088 RSUs pursuant to the 2019 Omnibus Award Plan and FY26 Long Term Incentive Plan (vesting over three years).
• Acquisition of 143,478 shares from vesting of performance share units granted in August 2022.
• Beneficial ownership increased to 495,039 common shares following the reported transactions, as disclosed on the Form 4.
• Disclosure of existing incentive arrangements and options (500,000 shares at $4.40 expiring 11/01/2028; 76,271 shares at $6.80 expiring 08/19/2030) provides transparency on potential dilution.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider vesting increased CEOs holdings; no cash purchases or sales reported.

The Form 4 reflects standard compensation-related transactions rather than open-market trading: vesting of RSUs and performance shares increased Mr. Clarks beneficial ownership to 495,039 common shares. The report also reconfirms two outstanding options (500,000 at $4.40 and 76,271 at $6.80) that could be dilutive if exercised. These disclosures are material to share count and potential future dilution but do not indicate active buying or selling that would signal a change in insider sentiment.

Corporate Governance Expert

TL;DR: Transactions are compensation-driven and align with standard equity incentive practices.

The transactions arise from incentive-plan vesting and a deferral plan, consistent with long-term executive compensation. The RSUs vest over three years and the performance share units vested in August 2025 per the filing. Disclosure was made by an attorney-in-fact on behalf of the reporting person, and grant terms for the inducement option reference NASDAQ rules, indicating procedural compliance. No departures, replacements, or unusual related-party transfers are reported.

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^*

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)
08/20/2025

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)	08/20/2025		A		31,088	D	$0	351,561	D
Common Shares(2)	08/20/2025		A		143,478	D	$0	495,039	D
Common Shares(3)								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(4)	$4.4							(5)	11/01/2028	Common Shares	500,000		500,000	D
Option to Buy(4)	$6.8							(6)	08/19/2030	Common Shares	76,271		76,271	D

Explanation of Responses:

1. Award of restricted stock units (RSUs) pursuant to 2019 Omnibus Award Plan and FY26 Long Term Incentive Plan. The RSUs vest in equal annual installments over three years.

2. Acquired shares pursuant to vesting of performance share units granted in August 2022.

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

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

5. 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.

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

	/s/ F. Mark Reuter as Attorney-in-Fact for James A. Clark	08/22/2025
	** Signature of Reporting Person	Date
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FAQ

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

The filing reports the acquisition of 31,088 restricted stock units and 143,478 shares from vesting of performance share units, increasing beneficial ownership to 495,039 shares.

Did James A. Clark buy or sell LYTS (LYTS) shares on the open market?

No open-market purchases or sales are reported; the transactions result from vesting of RSUs and performance share units and holdings in a deferral plan.

What stock options does the Form 4 disclose for the reporting person?

The filing discloses an option to buy 500,000 shares at a $4.40 exercise price expiring 11/01/2028, and an option to buy 76,271 shares at a $6.80 exercise price expiring 08/19/2030.

Are the RSUs and options subject to vesting conditions?

Yes. The RSUs vest in equal annual installments over three years; one options vesting is tied to continued employment and price targets per the Employment Agreement, and the other option vests ratably over three years.

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

The filing was signed by F. Mark Reuter as Attorney-in-Fact for James A. Clark on 08/22/2025.