Patrick Industries plans all-stock LCI Industries merger
Completion remains subject to votes from both shareholder groups, required regulatory approvals and other customary closing conditions.
Sentiment and the balance of points
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Form Type
425
Rhea-AI Filing Summary
Patrick Industries, Inc. (PATK) and LCI Industries plan to combine in an all-stock merger. Under the announced terms, LCI stockholders would receive 1.2440 shares of Patrick common stock for each LCI common share, resulting in pro forma ownership of 52% for Patrick shareholders and 48% for LCI shareholders.
The transaction has been unanimously approved by both companies’ boards and is expected to close in the first half of 2027, subject to approval by both companies’ shareholders, required regulatory approvals and other customary closing conditions.
Filing Explained
This filing reproduces the cover of the definitive joint proxy/prospectus mailed to both companies’ holders on October 19, moving the proposed merger into its formal voting stage; it still requires both shareholder approvals, regulatory approvals and other closing conditions before completion.
Key Figures
Exchange ratio: 1.2440 Patrick common shares per LCI common share
Patrick pro forma ownership: 52%
LCI pro forma ownership: 48%
+1 more
4 metrics
Exchange ratio
1.2440 Patrick common shares per LCI common share
Proposed all-stock merger
Patrick pro forma ownership
52%
Proposed combined company
LCI pro forma ownership
48%
Proposed combined company
Expected closing period
First half of 2027
Subject to shareholder and regulatory approvals and other customary closing conditions
Key Terms
pro forma ownership, registration statement on Form S-4, customary closing conditions, forward-looking statements
4 terms
pro forma ownership financial
"52% Patrick Industries pro forma ownership"
Pro forma ownership is the percentage of a company’s equity that each shareholder would hold after a proposed transaction or corporate action, calculated as if that event (such as a financing, merger, stock issuance, or conversion of options) has already happened. It matters to investors because it shows how ownership, voting power and potential claim on future profits would change — like a before-and-after pie chart that reveals dilution and who would effectively control the company.
registration statement on Form S-4 regulatory
"a Company registration statement on Form S-4"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
customary closing conditions regulatory
"the satisfaction of other customary closing conditions"
"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.
forward-looking statements regulatory
"Special Note Regarding Forward-Looking Statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How would ownership be divided in the combined PATK and LCI company?
The stated pro forma ownership split is 52% for Patrick Industries shareholders and 48% for LCI Industries shareholders.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Filed by Patrick Industries, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Patrick Industries, Inc. Commission File No.: 000-03922 Date: October 19, 2026 The following is the cover page of the definitive joint proxy statement/prospectus first mailed to the shareholders of Patrick Industries, Inc. (the "Company”) and the stockholders of LCI Industries (“LCI”) on October 19, 2026, in connection with the pending merger between the Company and LCI:
Patrick Industries and LCI Industries to Combine in All-Stock Merger, Creating a Premier Component Solutions Provider for the Global Outdoor Enthusiast, Housing, and Transportation Markets VOTE NOW! Your Vote is Important to Support the Merger Scan this code or visit www.proxyvote.comwww.investorvote.com Scan this code or visit
Transaction Details 52% Patrick Industries pro forma ownership 48% LCI Industries pro forma ownership 1.2440 LCI shareholders to receive 1.2440 shares of Patrick common shares for each LCI common share owned Transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the first half of 2027, subject to approval by shareholders of both companies, the receipt of required regulatory approvals and the satisfaction of other customary closing conditions. Your Vote is Important!
Important Information About the Proposed Transaction and Where to Find It In connection with the proposed transaction between Patrick Industries, Inc. (the “Company”) and LCI Industries (“LCI”), the Company and LCI intend to file relevant materials with the Securities and Exchange Commission (the “SEC”), including, among other filings, a Company registration statement on Form S-4 that will include a joint proxy statement of the Company and LCI that also constitutes a prospectus of the Company with respect to shares of the Company’s common stock to be issued in the proposed transaction, and a definitive joint proxy statement/ prospectus, which will be mailed to stockholders of the Company and LCI (the “Joint Proxy Statement/Prospectus”). The Company and LCI may also file other documents with the SEC regarding the proposed transaction. This Current Report on Form 8-K is not a substitute for the Joint Proxy Statement/Prospectus or any other document which the Company and LCI may file with the SEC. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND LCI ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the registration statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by the Company and LCI through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by LCI will be available free of charge on LCI’s website at lippert.com under the tab “Investors” and under the heading “Financials” and subheading “SEC Filings.” Copies of documents filed with the SEC by the Company will be available free of charge on the Company’s website at patrickind.com under the tab “Investors” and under the heading “SEC Filings.” Certain Information Regarding Participants The Company, LCI and their respective directors and executive officers may be considered participants in the solicitation of proxies from the stockholders of each of the Company and LCI in connection with the proposed transaction. Information about the directors and executive officers of LCI and their ownership of LCI common stock is set forth in LCI’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026, and its proxy statement for its 2026 annual meeting, filed with the SEC on March 27, 2026. Information about the directors and executive officers of the Company and their ownership of Company common stock is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 19, 2026, and its proxy statement for its 2026 annual meeting, filed with the SEC on March 30, 2026. To the extent holdings of the Company’s or LCI’s securities by their respective directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected in Statements of Changes in Beneficial Ownership on Form 4 and other filings made from time to time with the SEC. Additional information regarding the interests of such potential participants will be included in the Joint Proxy Statement/ Prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction. No Offer or Solicitation This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This Current Report on Form 8-K does not constitute a prospectus or prospectus-equivalent document. No offering or sale of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Special Note Regarding Forward-Looking Statements Information in this Current Report on Form 8-K, other than statements of historical facts, may constitute forward- looking statements for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, and involves a number of risks and uncertainties. These statements include, but are not limited to, statements regarding the proposed transaction between the Company and LCI, including the expected timing and completion of the transaction, the satisfaction of conditions to the completion of the transaction, including the receipt of required regulatory approvals, and other statements that are not historical facts. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “targets,” “scheduled,” “plans,” “intends,” “goal,” “anticipates,” “expects,” “believes,” “forecasts,” “outlook,” “estimates,” “potential,” or “continue,” or negatives of such terms or other comparable terminology, although not all forward-looking statements include such identifying terminology. All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company or LCI to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others, the ability of the Company and LCI to obtain required governmental and stockholder approvals of the transaction on the timeline expected, or at all; the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction; the failure of the closing conditions in the Merger Agreement to be satisfied; any unexpected delay in closing the transaction; and the other risks and uncertainties described in the Company’s and LCI’s filings with the SEC. Additional factors which could affect future results of the Company and LCI can be found in their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. The Company and LCI disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this Current Report on Form 8-K, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities laws.