LSI Industries Form 4: Executive Sells Shares, Holds 195k Option Coverage

Rhea-AI Filing Summary

LSI Industries Inc. (LYTS) insider Thomas A. Caneris reported multiple transactions on Form 4. On 08/25/2025 and 08/26/2025 he sold a total of 12,688 common shares at prices near $23 per share; a separate reported gift of 304 shares was made to Holy Trinity St. Nicholas. After these dispositions, Mr. Caneris is shown beneficially owning 121,560 common shares directly and an additional 155,555 shares held in the companys Non-Qualified Deferred Compensation Plan. He also continues to hold stock options covering 195,332 shares with exercise prices between $3.83 and $6.80 and various vesting schedules.

The Form 4 notes the sales were disposals to cover taxes upon RSU/PSU vesting and documents an attorney-in-fact signature dated 08/27/2025.

Positive

• Significant retained stake: Reporting person continues to hold a substantial combined position (direct shares plus deferred-plan shares and options), aligning interests with shareholders
• Transparent disclosure: Form 4 details sales, a gift, option holdings, and vesting schedules, meeting Section 16 reporting requirements

Negative

• Recent sales: The reporting person sold a total of 12,688 common shares on 08/25-08/26/2025 at ~ $23, reducing direct holdings
• Gift of shares: A donation of 304 shares to Holy Trinity St. Nicholas reduced beneficial ownership

Insights

Financial Analyst

TL;DR: Insider sold a small portion of holdings around $23, but retains meaningful equity and substantial vested/unvested options.

The reported sales (12,688 shares) represent a modest reduction relative to total direct and deferred holdings; the filing explicitly ties some dispositions to tax withholding for vested awards rather than a discretionary market exit. Continued ownership of 121,560 direct shares plus 155,555 deferred-plan shares and options for 195,332 shares implies ongoing alignment with shareholder value. From a financial-materiality perspective, these transactions are routine for executives and do not, by themselves, indicate a change in corporate fundamentals.

Corporate Governance Expert

TL;DR: Transactions appear procedural and include a charitable gift; disclosure is complete and consistent with Section 16 requirements.

The Form 4 discloses sales, a gift, and continued option holdings with vesting details, supporting transparency. The gift to Holy Trinity St. Nicholas is documented separately from market sales, and the report includes an attorney-in-fact signature. No departures, option repricings, or related-party issues are disclosed. Impact on governance is neutral; these are standard insider reporting items that maintain compliance.

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)
08/25/2025

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)	08/25/2025		S		6,239	D	$23.01	128,319	D
Common Shares(1)	08/26/2025		S		6,449	D	$22.95	121,864	D
Common Shares(2)	08/26/2025		G		304	D	$22.95	121,560	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. Disposition of shares for payment of taxes upon vesting of restricted stock units and performance share units.

2. Gift to Holy Trinity St. Nicholas.

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	08/27/2025
	** 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 did Thomas A. Caneris report on the Form 4 for LYTS?

The Form 4 reports sales of 12,688 common shares on 08/25-08/26/2025, a gift of 304 shares, and continued holdings in direct, deferred-plan, and option positions.

How many LYTS shares does the insider own after these transactions?

After the reported transactions Mr. Caneris beneficially owns 121,560 direct shares plus 155,555 shares in the Non-Qualified Deferred Compensation Plan.

Are there still stock options held by the reporting person for LYTS?

Yes. The filing discloses options covering a total of 195,332 shares with exercise prices of $4.04, $3.83, and $6.80 and various vesting schedules.

Why were some shares disposed of according to the Form 4?

The filing explains some dispositions were for payment of taxes upon vesting of restricted stock units and performance share units.

Was any transaction a charitable gift?

Yes. The Form 4 records a 304-share gift to Holy Trinity St. Nicholas on 08/26/2025.