LSI Industries Insider Vesting: Caneris Gains RSUs and Holds 195k Options

Rhea-AI Filing Summary

Thomas A. Caneris, Executive Vice President, HR & General Counsel of LSI Industries Inc. (LYTS), reported multiple equity awards and option holdings. On 08/20/2025 he acquired 9,119 common shares via restricted stock units (RSUs) and 39,131 shares from vested performance share units, increasing his direct common share holdings to 134,552. He also reports 155,555 shares held in the company deferred compensation plan. Outstanding stock options include a $4.04 option for 100,000 shares exercisable 08/05/2029, a $3.83 option for 73,404 shares vesting ratably through 08/21/2029, and a $6.80 option for 21,928 shares vesting ratably through 08/19/2030. All reported acquisitions were at $0 price reflecting issuance on vesting or plan transfer.

Positive

• Executive alignment via equity: Reporting person increased direct share ownership through RSU and performance share vesting, strengthening management-shareholder alignment
• Transparent disclosure: Vesting schedules, plan names, and option strike prices are explicitly disclosed

Negative

• Potential dilution: Aggregate outstanding options total 195,332 shares which could dilute existing shareholders if exercised
• No open-market purchases: Acquisitions were via vesting at $0, providing no additional cash commitment from the insider

Insights

Securities Analyst

TL;DR: Insider received vested equity and holds significant option-based upside, signaling routine compensation realization rather than market-timing trades.

The filing documents customary executive compensation events: RSU awards vesting and performance share unit settlements on 08/20/2025, plus previously reported deferred compensation holdings. The transactions are acquisitions at $0, consistent with vesting rather than open-market purchases. The option grants at strike prices of $4.04, $3.83 and $6.80 represent material potential dilution if exercised, totaling 195,332 option-equivalent shares. For investors, these items reflect executive alignment with shareholder outcomes through equity compensation, but they are routine and not an operational signal.

Corporate Governance Expert

TL;DR: Routine equity vesting and outstanding options for a senior officer; no red flags on timing or non-standard transactions.

The disclosure explains awards under the 2019 Omnibus Award Plan, FY26 Long Term Incentive Plan, and an inducement option outside the 2012 plan per NASDAQ rules. Vesting schedules are specified (three-year ratable vesting for RSUs and certain options). The form is signed by an attorney-in-fact, consistent with standard practice. There is no indication of derivative dispositions or insider sales, and no amendments or unusual transfer mechanisms disclosed.

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^*

Caneris Thomas A

(Last) (First) (Middle)

C/O 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)
	Exec. VP, HR & General Counsel

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		9,119	A	$0	95,421	D
Common Shares(2)	08/20/2025		A		39,131	A	$0	134,552	D
Common Shares(3)								155,555	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)	$4.04							(5)	08/05/2029	Common Shares	100,000		100,000	D
Option to Buy(4)	$3.83							(6)	08/21/2029	Common Shares	73,404		73,404	D
Optino to Buy(4)	$6.8							(6)	08/19/2030	Common Shares	21,928		21,928	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 Deferred Compensation Plan.

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

5. Non-qualified stock option granted pursuant to the Employment Offer Letter dated June 13, 2019 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: 100,000 shares on August 5, 2022. The vesting of the option is subject to the Reporting Person's continued employment with the Issuer as Senior Vice President, Human Resources and General Counsel on August 5, 2022.

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

	/s/ F. Mark Reuter as Attorney-in-Fact for Thomas A. Caneris	08/22/2025
	** 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 insider transactions did Thomas A. Caneris (LYTS) report on 08/20/2025?

He acquired 9,119 shares from RSU vesting and 39,131 shares from vested performance share units on 08/20/2025, increasing direct holdings to 134,552 shares.

How many shares does Thomas A. Caneris beneficially own after the reported transactions?

Directly reported ownership totals 134,552 common shares, plus 155,555 shares held in the non-qualified deferred compensation plan.

What stock options does the reporting person hold?

Options include: 100,000 shares at $4.04 exercisable 08/05/2029; 73,404 shares at $3.83 vesting ratably through 08/21/2029; and 21,928 shares at $6.80 vesting ratably through 08/19/2030.

Were any transactions reported as open-market purchases or sales?

No. The reported acquisitions were issuances upon vesting or plan transfers at $0, not open-market trades.

Do the filings reference the equity plans governing the awards?

Yes. RSUs and performance shares reference the 2019 Omnibus Award Plan and the FY26 Long Term Incentive Plan; an inducement option cites the Employment Offer Letter dated June 13, 2019.