LSI Industries Insider Tax Sale: 7,544 Shares Disposed; Significant Options Remain

Rhea-AI Filing Summary

Thomas A. Caneris, Executive Vice President, HR & General Counsel of LSI Industries Inc. (LYTS), reported a Form 4 showing a sale and existing option holdings. On 08/27/2025 he disposed of 7,544 common shares at $23.08 each to satisfy tax withholding obligations from vested restricted stock units and performance share units, leaving 114,016 shares directly owned. The filing also discloses 155,555 shares held in the companys Non-Qualified Deferred Compensation Plan. Previously reported stock options remain: an option covering 100,000 shares exercisable at $4.04, plus additional options for 73,404 and 21,928 shares with exercise prices disclosed and vesting schedules noted. Transactions were signed by an attorney-in-fact on 08/29/2025.

Positive

• Insider retains significant direct ownership of 114,016 common shares after the tax-related disposition
• Substantial deferred compensation holdings of 155,555 shares signal continued economic alignment with the company
• Large in-the-money option for 100,000 shares exercisable at $4.04 remains outstanding, indicating potential future insider investment

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine tax-related disposition by an officer; holdings and outstanding options remain material to insider alignment with shareholders.

The Form 4 reports a tax-driven sale of 7,544 shares resulting from vesting of restricted stock and performance units, a common administrative transaction that does not indicate a change in corporate control or strategy. The reporting person retains substantial direct holdings (114,016 shares) and significant option positions (100,000; 73,404; 21,928), which preserve long-term incentive alignment. The filing identifies deferred compensation plan holdings of 155,555 shares, clarifying indirect holdings structure.

Financial Analyst

TL;DR: Transaction appears routine and not market-moving; insider retains meaningful economic exposure via shares and options.

The sale of 7,544 shares at $23.08 was executed to satisfy tax obligations tied to equity vesting rather than a discretionary cash sale, limiting interpretive weight for investors. Remaining direct ownership of 114,016 shares plus options exercisable at lower exercise prices suggests potential future insider purchases upon exercise. No new grants or unexpected dispositions were reported that would materially alter insider ownership percentages.

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

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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)
08/27/2025

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)	08/27/2025		S		7,544	D	$23.08	114,016	D
Common Shares(2)								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(3)	$4.04							(4)	08/05/2029	Common Shares	100,000		100,000	D
Option to Buy(3)	$3.83							(5)	08/21/2029	Common Shares	73,404		73,404	D
Optino to Buy(3)	$6.8							(5)	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. Common Shares held in the LSI Industries Inc. Non-Qualified Deferred Compensation Plan.

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

4. 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.

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

	/s/ F. Mark Reuter as Attorney-in-Fact for Thomas A. Caneris	08/29/2025
	** 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 Form 4 for LYTS?

The Form 4 reports a disposition of 7,544 common shares on 08/27/2025 at $23.08 to satisfy taxes related to vested restricted stock units and performance share units and discloses existing share and option holdings.

How many LYTS shares does Caneris own after the transaction?

After the reported disposition, Caneris beneficially owns 114,016 common shares directly.

Are there any stock options disclosed for the reporting person?

Yes. The filing discloses options including an option for 100,000 shares with a $4.04 exercise price and additional options for 73,404 and 21,928 shares with exercise prices and vesting schedules noted.

Why were shares sold in this Form 4 filing?

The filing states the shares were disposed of to pay taxes upon vesting of restricted stock units and performance share units.

Does this Form 4 indicate a change in employment or control at LYTS?

No employment termination or change in control is disclosed; the filing states the disposition was for tax payment and notes previously reported grants.