LSI Industries (LYTS) CEO Reports 500K Option Exercise and 500K Share Sale

Rhea-AI Filing Summary

Insider transactions by James A. Clark at LSI Industries (LYTS)

The filing shows a series of transactions on September 9–11, 2025 in which the reporting person acquired 500,000 shares at $4.40 per share (reported as Code M) and sold 500,000 shares in multiple transactions at weighted-average prices ranging from $22.55 to $23.13, resulting in a reported beneficial ownership of 421,313 shares after the transactions. The Form 4 also reports existing derivative holdings: a previously reported option to buy 500,000 common shares (exercise price $4.40) exercisable through November 1, 2028 and an option with $6.80 exercise price underlying 76,271 shares expiring August 19, 2030. The filing discloses 205,572 common shares held in the company deferred compensation plan.

Positive

• Full disclosure of transactions: acquisitions, sales, and option holdings are reported with prices and vesting descriptions
• Continued significant insider ownership: reporting person still beneficially owns 421,313 shares and holds options covering 576,271 shares

Negative

• Large insider sales: total of 500,000 shares sold over three days at weighted-average prices between $22.55 and $23.13
• Reported sale prices given as weighted averages: full per-trade pricing is not included in the filing and is only offered upon request

Insights

Financial Analyst

TL;DR: Insider exercised/received 500,000 shares at $4.40 then sold 500,000 shares at ~ $22.6–$23.1, leaving 421,313 shares beneficially owned.

The transactions materially change the insider's cash position but leave substantial ongoing exposure: reported beneficial ownership of 421,313 shares plus outstanding options covering 576,271 shares (500,000 at $4.40 and 76,271 at $6.80). The pattern shown—acquiring large blocks at $4.40 (consistent with option-related acquisitions) and selling an equal number at much higher weighted-average prices—reflects a cash-in event for the reporting person while retaining meaningful equity and option-based upside. Investors should note the exact sale prices are reported as weighted averages across multiple trades.

Corporate Governance Expert

TL;DR: CEO/President reported contemporaneous option-related acquisitions and open-market sales totaling 500,000 shares each; ownership and option disclosures are intact.

The Form 4 discloses that the reporting person serves as Director and CEO/President and that certain holdings arise from the company’s Non-Qualified Deferred Compensation Plan. The filing includes explicit vesting terms for the 500,000 inducement option tied to employment and price conditions and notes earlier reporting of these option grants. From a governance perspective, the filing complies with disclosure of derivative holdings, exercise details, and sales prices presented as weighted averages with an undertaking to provide full pricing upon request.

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
Estimated average burden
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^*

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)
09/09/2025

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	09/09/2025		M		210,933	A	$4.4	632,246	D
Common Shares	09/09/2025		S		210,933(1)	D	$22.86	421,313	D
Common Shares	09/10/2025		M		39,067	A	$4.4	460,380	D
Common Shares	09/10/2025		S		39,067(2)	D	$22.75	421,313	D
Common Shares	09/10/2025		M		220,109	A	$4.4	641,422	D
Common Shares	09/10/2025		S		220,109(3)	A	$22.75	421,313	D
Common Shares	09/11/2025		M		29,891	A	$4.4	451,204	D
Common Shares	09/11/2025		S		29,891(4)	A	$22.66	421,313	D
Common Shares(5)								205,572	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(6)	$4.4	09/09/2025		M			500,000	(7)	11/01/2028	Common Shares	500,000	$0	0	D
Option to Buy(6)	$6.8							(8)	08/19/2030	Common Shares	76,271		76,271	D

Explanation of Responses:

1. The reported price is a weighted average price. These shares were sold in multiple transactions ranging from $22.75 to $23.13. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission upon request.

2. The reported price is a weighted average price. These shares were sold in multiple transactions ranging from $22.55 to $23.00. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission upon request.

3. The reported price is a weighted average price. These shares were sold in multiple transactions ranging from $22.55 to $23.00. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission upon request.

4. The reported price is a weighted average price. These shares were sold in multiple transactions ranging from $22.55 to $22.82. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission upon request.

5. Common shares held in the LSI Industries Inc. Non-Qualified Deferred Compensation Plan.

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

7. 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.

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

	/s/ F. Mark Reuter as Attorney-in-Fact for James A. Clark	09/11/2025
	** 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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** 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 transactions did James A. Clark report on Form 4 for LYTS?

The filing reports that James A. Clark acquired 500,000 shares at $4.40 per share and sold 500,000 shares in multiple transactions with weighted-average sale prices between $22.55 and $23.13, resulting in 421,313 shares beneficially owned.

How many options and exercise prices does the filing disclose?

The filing discloses an option to buy 500,000 shares with a $4.40 exercise price (vesting conditions described) and an option covering 76,271 shares with a $6.80 exercise price.

Does the Form 4 show holdings in any company plans?

Yes. The filing states 205,572 common shares are held in the LSI Industries Inc. Non-Qualified Deferred Compensation Plan.

Are the exact per-trade sale prices listed in the filing?

No. The filing reports weighted-average sale prices and explains the sales occurred in multiple transactions; the reporting person offers to provide full pricing information upon request.

What is the reporting person's role at LSI Industries?

The reporting person is identified as a Director and as Officer (CEO and President) of LSI Industries.