UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~August~~November 203, 2025

LSI INDUSTRIES INC.

(Exact name of Registrant as Specified in its Charter)

Ohio		01-13375		31-0888951
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10000 Alliance Road, Cincinnati, Ohio	45242
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (513) 793-3200

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	LYTS	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

~~Item5~~Item 1.~~02.~~01 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

1On November 3, 2025, LSI Industries Inc. ~~Fiscal~~(“LSI” ~~Year~~or ~~2026~~“Company”) ~~Long~~and ~~Term~~PNC ~~Incentive~~Bank, ~~Plan~~National Association (“Bank”) entered into a Second Amended and Restated Loan Agreement effective as of September 30, 2025 (“Amended Loan Agreement”).

~~Effective~~The ~~August~~Amended ~~20,~~Loan ~~2025,~~Agreement ~~the~~increases ~~Compensation Committee (~~the ~~"Committee")~~amount of ~~the Board of Directors of~~ LSI’s ~~Industries~~borrowing ~~Inc.~~availability ~~(the~~under ~~"Company") adopted~~ the ~~FY2026~~senior ~~Long~~secured ~~Term~~revolving ~~Incentive~~credit ~~Plan~~facility (the ~~"LTIP"). The~~“Revolving ~~LTIP~~Credit ~~provides~~Facility”) ~~for~~from ~~the~~$75 ~~issuance~~million ~~of share-based awards~~ to ~~named~~$125 ~~executive~~million ~~officers~~ and ~~other~~terminates ~~employees of~~ the ~~Company~~$25 ~~pursuant~~million toterm ~~the~~loan under LSI’s ~~Industries~~prior ~~Inc.~~Loan ~~Omnibus Award Plan (the "2019 Omnibus Award Plan")~~Agreement. The ~~LTIP~~Revolving ~~advances~~Credit ~~the~~Facility ~~Company’s~~will ~~commitment~~be toused ~~performance-based compensation practices by providing participants an opportunity~~ to ~~earn~~fund ~~equity-based~~ongoing ~~awards~~working ~~upon~~capital ~~the~~and ~~achievement~~general ofcorporate ~~certain pre-established long-term performance objectives~~purposes. ~~Pursuant~~The toobligations ~~the~~of ~~LTIP,~~LSI on and ~~effective~~its assubsidiary ofguarantors ~~the~~are ~~close~~secured ofby ~~business~~substantially onall ~~August~~of ~~20, 2025,~~ the ~~Committee~~personal ~~approved~~property ~~the award of restricted stock units (“RSUs”)~~ and ~~performance~~material ~~stock~~fee ~~units~~owned ~~("PSUs")~~real toproperty ~~the~~of ~~Company's~~LSI ~~executives~~ and certain ~~other~~of ~~officers~~its ~~and employees based on pre-established performance objectives and goals~~subsidiaries. ~~The Committee established the targets under the LTIP for the Company’s named executive officers, and made grants, as follows:~~

Named Executive Officer	LTIP Target ($)	RSUs	PSUs
James Clark, CEO	1,500,000	31,088	46,632
James Galeese, EVP & CFO	540,000	11,192	16,788
Thomas Caneris, EVP Human Resources and General Counsel	440,000	9,119	13,679

The Revolving Credit Facility will expire in the first quarter of fiscal 2031. Interest is charged based upon an increment over the Secured Overnight Financing Rate (“SOFR”). The increment over the SOFR borrowing rate fluctuates between 100 and 225 basis points of which depend upon the ratio of indebtedness to earnings before interest, taxes, depreciation, and amortization (“EBITDA”), as defined in the Amended Loan Agreement. As of September 30, 2025, the Company’s borrowing rate against its revolving line of credit was 5.5%. The increment over the SOFR borrowing rate will be 100 basis points for the second quarter of fiscal 2026. The fee on the unused balance of the $125 million committed line of credit fluctuates between 15 and 25 basis points. Under the terms of the Amended Loan Agreement, the Company is required to comply with a financial covenant that limits the ratio of indebtedness to EBITDA. The Company is also required to maintain an interest coverage ratio equal to or above the minimum set forth in the Amended Loan Agreement. Under the Revolving Credit Facility, there was $73 million available for borrowing.

~~Terms~~In addition to the increased availability under the Revolving Credit Facility, extension of the ~~PSUs~~maturity date and the pricing changes noted above, certain modifications were made in connection with the amendment and restatement to allow the Company to consummate certain acquisitions using cash rather than borrowings under the Revolving Credit Facility without seeking further lender consent in connection with such acquisition. The Amended Loan Agreement still contains other customary representations, warranties and conditions to borrowing and customary affirmative and negative covenants.

●Item ~~Performance Cycle~~2.03 ~~The~~Creation ~~performance~~of ~~cycle~~a ~~begins~~Direct onFinancial ~~July~~Obligation 1,or ~~2025~~an ~~and~~Obligation ~~ends~~under onan ~~June~~Off-Balance ~~30,~~Sheet ~~2028~~Arrangement of a Registrant.

~~● Performance Criteria.~~ The ~~performance~~information ~~criteria~~set ~~for~~forth ~~the~~under ~~PSUs~~Item ~~are tied to Company performance~~1.01 ~~With respect to all named executive officers, Company performance~~ is ~~measured~~incorporated ~~for~~herein ~~purposes of the PSUs~~ by comparing the Company’s three-year cumulative Adjusted EBITDA for the year ended June 30, 2028 to a targeted cumulative three-year Adjusted EBITDA for the 2028 fiscal year set by the Committee; and by comparing the Company’s return on net assets ("RONA") as of and for the year ended June 30, 2028 to a target RONA for the 2028 fiscal year set by the Committeereference. With respect to all named executive officers, the cumulative Adjusted EBITDA target accounts for 50% of their respective performance target and the remaining 50% is determined by achievement of a target measure of RONA.

~~● Award Payouts~~Item9.01 ~~Award~~Financial ~~payouts~~Statements ~~for~~and ~~the PSUs are based on the percentage of the performance target achieved~~Exhibits. Generally, the percentage of the award earned at the end of the performance cycle based on the cumulative Adjusted EBITDA performance target shall be determined according to the following schedule; however, the actual LTIP award payout will be interpolated between the percentages set forth in the chart based on actual results:

Performance Level - Cumulative Adjusted EBITDA		Payout Level
<85% of Performance Target		0% of Award Target
85% of Performance Target		50% of Award Target
100% of Performance Target		100% of Award Target
> 110% of Performance Target		200% of Award Target

(d)

Exhibits

Generally, the percentage of the award earned at the end of the performance cycle based on the percentage of the RONA performance targets achieved shall be determined according to the following schedule; however, the actual LTIP award payout will be interpolated between the percentages set forth in the chart based on actual results:

ExhibitNo.		Description

10.1		Second Amended and Restated Loan Agreement dated November 3, 2025

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Performance Level - RONA		Payout Level
<68.4% of Performance Target		0% of Award Target
68.4% of Performance Target		50% of Award Target
100% of Performance Target		100% of Award Target
> 106% of Performance Target		200% of Award Target

● Payment of Awards. PSU awards shall be made in stock and will be distributed on a specific date by which the Committee reasonably expects it will be able to determine whether and the extent to which the performance target applicable to such award was met. The Company will make the distribution of the PSUs awards to participants as soon as administratively practicable following the date of the award determination.

Award Agreements. Awards of RSUs and PSUs are made under the LTIP pursuant to award agreements with each recipient on the terms described in this Current Report on Form 8-K.

Vesting and Forfeiture. Recipients of LTIP awards generally must remain continuously employed full-time by the Company until the date designated for payout under the applicable award agreement for the LTIP period. Exceptions may be provided for termination of employment by reason of death, disability, retirement and change in control. RSUs vest annually in equal installments over three years. The vesting of PSUs is subject to the achievement of RONA and cumulative adjusted EBITDA objectives over a three-year performance cycle.

Change in Control. In the event of a change in control event described in Section 2(e) of the 2019 Omnibus Award Plan (“CIC”), unless the successor company assumes, replaces or substitutes all unvested portions of RSUs with substantially identical terms, RSUs shall vest in full upon the executive’s termination of employment within twenty-four (24) months of a CIC when such termination is by the Company without Cause (defined in the 2019 Omnibus Award Plan) or by the executive for Good Reason (defined in the award agreement). Upon a CIC, PSUs will convert at the target performance level into time-based RSUs vesting in equal installments over three years commencing from the date of original grant, irrespective of the Company’s actual achievement of performance objectives.

Other Terms & Provisions. Participants are not permitted to transfer LTIP awards, except by will or the laws of descent and distribution. The Company is entitled to withhold from any payments of awards under the LTIP or the 2019 Omnibus Award Plan any and all amounts required to be withheld for federal, state and local withholding taxes. In addition to the above conditions, payment of any incentive award is contingent upon the participant executing a written restrictive covenant agreement.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the form of RSU Award Agreement, form of PSU Award Agreement, and LTIP which shall be filed as an exhibit to a subsequent periodic report.

2. Fiscal Year 2026 Short Term Incentive Plan

The Committee also approved and adopted on August 20, 2025 the FY2026 Short Term Incentive Plan for named executive officers (the "STIP").

The STIP provides for performance-based annual cash awards to the Company’s executive officers, and certain other officers and employees of the Company. The STIP advances the Company’s commitment to performance-based compensation practices by providing participants an opportunity to earn annual cash bonuses upon achievement of certain pre-established short-term performance objectives. The STIP performance cycle is for the current fiscal year, beginning on July 1, 2025 and ending on June 30, 2026. The amount of the awards under the STIP are based on Company financial targets for Adjusted EBITDA and Net Sales. Individual participant bonus targets for the Company’s executive officers range between 50% and 80% of base salary.

The Committee established the bonus targets under the STIP for the Company’s named executive officers as follows:

Named Executive Officer	Bonus Target as % of Base Salary
James A. Clark, CEO	80%
James E. Galeese, EVP & CFO	50%
Thomas A. Caneris EVP Human Resources & General Counsel	50%

Performance Criteria. The performance criteria under the STIP are comprised eighty percent (80%) on a Company performance-based component of Adjusted EBITDA and twenty percent (20%) based on Net Sales. Company performance will be measured by comparing the Company’s Adjusted EBITDA for the fiscal year ended June 30, 2026 to a target Adjusted EBITDA for the entire 2026 fiscal year set by the Committee and by comparing the Company’s Net Sales for the fiscal year ended June 30, 2026 to a target Net Sales for the entire 2026 fiscal year set by the Committee.

Award Payouts. Award payout levels are based on the percentage of the performance target achieved. Generally, the percentage of the award earned at the end of the performance cycle based on the Adjusted EBITDA and Net Sales performance targets will be determined according to the following schedules; however, the actual award payout will be interpolated between the percentages set forth in the tables below based on actual results:

Performance Achievement- Adjusted EBITDA		Payout Level
<85% of Performance Target		0% of Award Target
85% of Performance Target		50% of Award Target
100% of Performance Target		100% of Award Target
>110% of Performance Target		200% of Award Target

Performance Achievement- Net Sales		Payout Level
< 90% of Performance Target		0% of Award Target
90% of Performance Target		50% of Award Target
100% of Performance Target		100% of Award Target
>105% of Performance Target		200% of Award Target

Payment of Awards. Payment of STIP awards will be made in cash. Awards will be paid on a specific date by which the Committee reasonably expects that the performance target applicable to such award was met. The Company will make the payment of the STIP awards to participants as soon as administratively practicable following the date of the award determination.

Vesting and Forfeiture. STIP participants must remain continuously employed full-time by the Company until the award payment date in order to be entitled to receive a payout of an STIP award. Exceptions may be provided for termination of employment by reason of death, disability, retirement and change in control.

Other Terms & Provisions. STIP participants are not permitted to transfer STIP awards, except by will or the laws of descent and distribution. The Company is entitled to withhold from any payments of awards under the STIP any and all amounts required to be withheld for federal, state and local withholding taxes.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the STIP which shall be filed as an exhibit to a subsequent periodic report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LSI INDUSTRIES INC. BY:/s/ ~~Thomas~~James AE. ~~Caneris~~Galeese ~~Thomas~~James AE. ~~Caneris~~Galeese Executive Vice President, ~~Human~~Chief ~~Resources~~Financial ~~& General Counsel~~Officer

Dated: ~~August~~November 265, 2025

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