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LSI Industries has closed its acquisition of Royston Group for an aggregate purchase price of $325 million, including $320 million in cash and $5 million in LSI common stock issued at $22.07 per share. The deal is funded by a new senior secured credit facility and a recent underwritten common stock offering.
The new Credit Agreement provides up to $350 million in senior secured financing, split between a $200 million five-year term loan and a $150 million revolving facility, expiring around March 31, 2031, with an option to increase by $75 million. On a trailing twelve-month basis ended September 30, 2025, Royston generated about $272 million in revenue and $38 million in adjusted EBITDA, and its results will be included in LSI’s Display Solutions segment starting in the fiscal 2026 third quarter.
LSI Industries Inc. has entered into an underwriting agreement for a public offering of 4,600,000 shares of its common stock at $19.75 per share, with closing expected on March 2, 2026, subject to customary conditions. The underwriters exercised in full a 30-day option to buy an additional 690,000 shares. The company expects to receive approximately $98.1 million in net proceeds after underwriting discounts and expenses. LSI plans to use the cash to support its growth and acquisition strategy, including funding a portion of the purchase price for its proposed acquisition of SRR Holdings, Inc. (Royston), repaying borrowings under a credit facility that will be increased to $425 million, and for general working capital and corporate purposes. The transaction is being conducted under an effective Form S-3 shelf registration statement and related prospectus supplement.
LSI Industries is offering 4,600,000 shares of its common stock at a public offering price of $19.75 per share pursuant to this prospectus supplement, representing gross proceeds of $90,850,000 before underwriting discounts and expenses. Delivery is expected on or about March 2, 2026.
Net proceeds are earmarked to fund growth and acquisitions, including payment of a portion of the purchase price for the proposed acquisition of Royston Group (the “Royston Acquisition”), repay borrowings under a proposed Senior Secured Credit Facility, and for general working capital. The Royston Merger Agreement provides for an aggregate purchase price of $325,000,000 (approximately $320,000,000 cash and $5,000,000 in LSI common stock valued as of February 19, 2026) and is subject to customary closing conditions, including Hart-Scott-Rodino clearance and absence of a Material Adverse Effect, with the transaction expected to close in the third quarter of fiscal 2026.
LSI Industries is offering $90,000,000 of common stock in a primary offering to raise proceeds for growth initiatives. The company intends to use net proceeds to fund all or part of the Royston Acquisition (aggregate purchase price $325,000,000), repay borrowings under a proposed senior secured credit facility, and for general corporate purposes. The Royston Merger Agreement contemplates $320,000,000 in cash at closing and $5,000,000 in LSI common stock valued as of February 19, 2026. This offering is not conditional on completion of the Royston Acquisition and the transaction is subject to customary closing conditions, including antitrust clearance; the Royston Acquisition is expected to close in the third quarter of fiscal year 2026. Shares outstanding were 31,113,681 as of December 31, 2025.
LSI Industries Inc. agreed to acquire Royston Group for $325 million, with $320 million in cash and $5 million in LSI common stock, subject to a working capital adjustment. Royston will merge into a wholly owned LSI subsidiary, with Royston surviving.
LSI obtained a commitment for a new $425 million senior secured credit facility from PNC, including term loans and a revolving line, to help fund the deal, and expects closing in the third quarter of its 2026 fiscal year, subject to antitrust clearance and other conditions. Royston generated about $272 million of revenue and $38 million of adjusted EBITDA in the twelve months ended September 30, 2025, implying combined pro forma revenue of roughly $864 million and adjusted EBITDA of about $95 million.
Systematic Financial Management filed a Schedule 13G reporting beneficial ownership of 2,558,709 shares of LSI Industries Inc.8.53% of the class as of December 31, 2025. The firm has sole voting power over 1,443,609 shares and sole dispositive power over all 2,558,709 shares.
Systematic Financial Management certifies that these securities were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of LSI Industries. The filing is signed by Michele Egeberg, Managing Director, Compliance.
LSI Industries Inc. reported net sales of $147.0 million for the quarter ended December 31, 2025, essentially flat with $147.7 million a year earlier, while operating income rose to $8.9 million and net income increased to $6.3 million from $5.6 million.
Quarterly Lighting Segment sales grew 15% to $66.7 million, offsetting a 10% decline in Display Solutions to $80.3 million. For the first six months, net sales climbed to $304.3 million from $285.8 million and net income rose to $13.6 million, supported by margin focus and contributions from the Canada’s Best Holdings acquisition.
Cash flow from operations for the six months improved to $25.7 million, helping reduce total debt to $27.9 million from $48.6 million. LSI ended the period with $6.4 million in cash, a $125 million revolving credit facility with $104.6 million available, and maintained a quarterly dividend of $0.05 per share.
LSI Industries Inc. filed a current report to notify investors that it has issued a press release announcing operating results for the fiscal quarter ended December 31, 2025. The press release is furnished as Exhibit 99.1.
The company is also hosting an investor conference call on January 22, 2026 to discuss these quarterly results, with a related presentation available at its website and furnished as Exhibit 99.2. That presentation includes both GAAP and non-GAAP financial measures, along with reconciliations that management believes help investors compare results with prior periods.
The materials contain forward-looking statements about future events and performance, which are subject to risks and uncertainties described in the presentation and in LSI’s SEC filings. All of the information in Items 2.02 and 7.01, as well as Exhibits 99.1 and 99.2, is being furnished rather than filed and is not automatically incorporated by reference into other SEC filings.
LSI Industries director Robert P. Beech reported acquiring 1,218 common shares of the company on January 2, 2026. The shares were acquired at a price of $18.47 per share, according to the Form 4 filing. Following this transaction, Beech directly beneficially owns 100,941 common shares of LSI Industries. The filing reports only this non-derivative stock acquisition and shows the ownership as held directly rather than through an intermediary entity.
LSI Industries (LYTS) reported final voting results from its Nov. 4, 2025 annual meeting. Shareholders cast votes for seven director nominees, with broker non-votes of 3,616,814 recorded for each nominee. Examples: James A. Clark received 21,817,206 For and 479,437 Withheld; Wilfred T. O’Gara received 20,526,666 For and 1,769,977 Withheld.
Shareholders voted on auditor ratification and executive compensation. Ratification of Grant Thornton LLP as independent auditor for fiscal 2026 received 24,780,079 For, 1,123,442 Against, and 9,936 Abstain. The advisory vote on executive compensation received 21,175,773 For, 1,085,033 Against, 35,837 Abstain, and 3,616,814 broker non-votes.