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) ~~February~~March 2624, 2026

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 ☐

Item 1.01. Entry into a Material Definitive Agreement.

On ~~February~~March 2624, 2026, LSI Industries Inc. (“LSI” or the “Company”) entered into ana ~~underwriting~~Credit ~~agreement (the “Underwriting~~ Agreement”) ~~with~~by ~~Oppenheimer &~~and ~~Co.~~among ~~Inc.,~~PNC asCapital ~~representative~~Markets ofLLC ~~the several underwriters named therein~~ (~~collectively, the~~ “~~Underwriters~~PNC Capital”), ~~relating~~and toPNC ~~the offering~~Bank, ~~issuance~~National ~~and~~Association, ~~sale~~as ofAdministrative 4Agent,~~600,000~~ ~~shares~~Swingline ofLoan ~~the~~Lender ~~Company’s~~and ~~common~~Issuing ~~stock,~~Lender ~~no par value~~ (~~the~~ “~~Shares~~PNC Bank”). ~~The~~and ~~offering~~together ~~price~~with ofPNC ~~the Shares to the public in the offering is $19.75 per share. The closing of the offering is expected to take place on March 2~~Capital, ~~2026~~“PNC”), ~~subject to~~ the ~~satisfaction~~other oflenders ~~customary~~party ~~closing~~thereto conditions. All of the Shares are being sold by the Company. In addition, the Company has granted the Underwriters a 30-day option to purchase up to an additional 690,000 Shares of common stock on the same terms and ~~conditions. On February 27, 2026,~~ the ~~Underwriters~~guarantors ~~exercised~~party ~~the option to purchase such additional Shares in full~~thereto.

The ~~net~~Credit ~~proceeds~~Agreement toprovides ~~the~~LSI ~~Company~~with ~~from~~a ~~this~~senior ~~offering~~secured ~~are~~credit ~~expected~~facility (“Senior Secured Credit Facility”) pursuant to which the Company will be ~~approximately~~able to borrow up to $~~98.1~~ 350 million, ~~after~~consisting ~~deducting~~of ~~underwriting~~a ~~discounts~~$200 ~~and~~million ~~commissions~~five-year term loan, and ~~estimated~~a ~~offering~~$150 ~~expenses~~million revolving credit facility. The ~~Company~~Senior ~~currently~~Secured ~~intends~~Credit toFacility ~~use~~will ~~the~~expire ~~net~~on ~~proceeds~~or ofaround ~~this~~March ~~offering~~31, to2031. ~~implement~~Interest ~~its~~on ~~growth~~the ~~and~~Senior ~~acquisition~~Secured ~~strategy,~~Credit ~~including~~Facility ~~(i)~~is ~~payment~~based ofon, aat ~~portion~~the ofCompany’s option, the ~~purchase~~Secured ~~price~~Overnight ~~for~~Financing ~~its~~Rate ~~proposed~~or ~~acquisition~~a ~~(the~~customary ~~“Merger”)~~base ofrate, ~~SRR~~to ~~Holdings~~be determined by reference to customary market benchmarks, ~~Inc.~~in ~~(“Royston”)~~each ~~pursuant~~case plus an applicable margin that is anticipated to vary based on the ~~Merger~~Company’s ~~Agreement~~consolidated ~~entered~~total ~~into~~net ~~February~~leverage ~~20,~~ratio. ~~2026~~The (obligations of the ~~“Royston~~Company ~~Acquisition”);~~and ~~(ii)~~its ~~repayment~~subsidiary ofguarantors ~~borrowings~~will ~~under~~be asecured ~~credit~~by ~~facility~~substantially ~~(the~~all ~~“Credit~~of ~~Facility”)~~the ~~with~~personal ~~PNC~~property ~~Capital~~of ~~Markets~~the ~~LLC~~Company and ~~PNC~~its ~~Bank,~~subsidiaries. ~~National~~The ~~Association~~Company’s ~~(together,~~guarantors ~~“PNC”),~~will ~~which~~include all existing and future domestic wholly-owned subsidiaries. The Company will also be ~~amended~~subject to ~~increase~~a fee on the ~~amount~~unused ~~available~~balance ~~under~~of the Senior Secured Credit Facility, expected to ~~$425~~be ~~million~~initially ~~pursuant~~27.5 basis points, which is anticipated to ~~that~~vary ~~certain~~based on the Company’s consolidated total net leverage ratio. The Company also has an option to increase the aggregate amount of the Senior Secured Credit Facility ~~Commitment~~by ~~Letter,~~up ~~dated~~to ~~January~~$75 21million, ~~2026~~through ~~between~~incremental ~~PNC~~term ~~and~~loans ~~the~~or ~~Company~~incremental torevolving becredit ~~used~~commitments toas ~~fund~~requested by the ~~purchase~~Company. ~~price~~A portion of the ~~Royston~~revolving ~~Acquisition~~credit ~~which~~facility isunder ~~expected~~the toSenior ~~close~~Secured inCredit ~~the~~Facility, ~~third~~not ~~quarter~~to ofexceed ~~fiscal~~$15 ~~year~~million ~~2026;~~at ~~and/or~~any ~~(iii)~~time ~~for~~outstanding, ~~general~~shall ~~working~~be ~~capital~~available ~~and~~for ~~corporate~~the ~~purposes~~advancement of swingline loans.

The ~~offering~~Company is ~~being~~using ~~made~~the ~~pursuant~~proceeds tofrom the ~~Company’s~~Senior ~~effective~~Secured ~~registration~~Credit ~~statement~~Facility onto ~~Form S-3 (Registration~~pay ~~Statement~~a ~~No. 333-290202) (the~~portion ~~“Registration~~of ~~Statement”),~~the ~~which~~purchase ~~was~~price ~~previously~~of ~~filed with~~ the ~~Securities~~acquisition ~~and~~of ~~Exchange~~SRR ~~Commission (“SEC”) on September 12~~Holdings, ~~2025 and became effective on September 22~~Inc., ~~2025. The Company filed~~ a ~~related~~Delaware ~~prospectus~~corporation ~~supplement dated February 26~~(“Royston”), ~~2026,~~pursuant ~~relating~~ to the ~~issuance~~Merger ~~and~~Agreement ~~sale~~described ofin ~~the~~Item ~~Shares~~2.01 ~~with the SEC~~below.

The ~~Underwriting~~foregoing ~~Agreement~~description ~~contains~~of ~~customary~~the ~~representations,~~Credit ~~warranties~~Agreement ~~and~~does ~~agreements~~not bypurport ~~the Company, customary conditions~~ to ~~closing,~~be ~~indemnification~~complete ~~obligations of the Company~~ and ~~the~~is ~~Underwriters,~~qualified ~~including~~in ~~for~~its ~~liabilities~~entirety ~~under~~by the ~~Securities~~full ~~Act~~text of ~~1933, as amended, other obligations of~~ the ~~parties~~Credit ~~and termination provisions. The representations, warranties and covenants contained in the Underwriting~~ Agreement ~~were~~which ~~made~~is ~~only~~filed ~~for purposes of such agreement and~~ as ofExhibit ~~specific~~10.1 ~~dates,~~hereto ~~were solely for the benefit of the parties to such agreement,~~ and ~~may~~is beincorporated ~~subject~~by toreference ~~limitations~~in ~~agreed~~this ~~upon~~Item ~~by the contracting parties~~1.01.

~~The~~Item foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 12.~~1 to this Current Report on Form 8-K and is incorporated herein by reference~~01. ACompletion ~~copy~~ of ~~the~~Acquisition ~~opinion~~or ofDisposition ~~Keating Muething & Klekamp PLL, relating to the legality~~ of ~~the issuance and sale of the Shares in the offering is filed as Exhibit 5~~Assets.~~1 to this Current Report on Form 8-K.~~

As previously disclosed, on February 20, 2026, LSI entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Royston and Rhino Acquisition Company, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Merger Sub”), pursuant to which LSI agreed to acquire Royston in a reverse triangular merger, resulting in Royston becoming a wholly-owned subsidiary of LSI (the “Merger”). On March 24, 2026, LSI completed its acquisition of Royston pursuant to the Merger Agreement.

At the closing of the transactions contemplated by the Merger Agreement (the “Closing”), LSI paid to the stockholders of Royston the aggregate merger consideration of $325 million, subject to a working capital adjustment (the “Merger Consideration”), consisting of (i) $320 million in cash and (ii) $5 million in shares of the Company’s common stock, no par value, (the “LSI Common Stock”) issued at a price per share of $22.07, the closing price of the LSI Common Stock on February 19, 2026. The issuance of the LSI Common Stock at the Closing was made in reliance on an exemption from the registration provisions of the Securities Act of 1933, as amended, as set forth in Section 4(a)(2) thereof.

LSI will pay the Merger Consideration with the proceeds from the Senior Secured Credit Facility and the underwritten offering of common stock consummated by the Company on March 2, 2026.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, which was previously filed by LSI on February 25, 2026 as Exhibit 2.1 to its Current Report on Form 8-K dated February 20, 2026 and is incorporated by reference in this Item 2.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 above is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On March 24, 2026, the Company issued a press release announcing the Closing, a copy of which is furnished herewith as Exhibit 99.1 hereto.

The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and shall not be deemed “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended.

Cautionary Language Concerning Forward-Looking Statements

This report contains certain forward-looking statements that are subject to numerous assumptions, risks or uncertainties. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. Forward-looking statements may be identified by words such as “estimates,” “anticipates,” “projects,” “plans,” “expects,” “intends,” “believes,” “seeks,” “may,” “will,” “should” or the negative versions of those words and similar expressions, and by the context in which they are used. Examples of forward-looking statements include, among others, statements regarding the proposed Merger, including the timing of the proposed Merger, the source of the funds to be used as consideration for the proposed Merger, the closing of the offering, anticipated amount of net proceeds from the offering, and the intended use of such proceeds. Such statements, whether expressed or implied, are based upon current expectations of the Company and speak only as of the date made. Actual results could differ materially from those contained in or implied by such forward-looking statements as a result of a variety of risks and uncertainties over which the Company may have no control. These risks and uncertainties include, but are not limited to, risks that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which ~~the~~LSI ~~Company~~ and Royston operate; uncertainties regarding the ability of ~~the~~LSI ~~Company~~ and Royston to promptly and effectively integrate their businesses; uncertainties regarding the reaction to the transaction of the companies’ respective customers, employees, and counterparties; and risks relating to the diversion of management time on transaction-related issues. In addition to the factors described in this paragraph, the risk factors identified in the Company’s Annual Report on Form 10-K and other filings the Company may make with the SEC constitute risks and uncertainties that may affect the financial performance of the Company and are incorporated herein by reference. The Company does not undertake and hereby disclaims any duty to update any forward-looking statements to reflect subsequent events or circumstances.

~~Item 8~~Item9.01. ~~Other~~Financial ~~Events~~Statements and Exhibits.

On(a) ~~February~~Financial ~~25,~~Statements ~~2026,~~of ~~the~~Businesses or Funds Acquired. The Company ~~issued~~will file the financial statements of Royston required by Item 9.01(a) ~~press~~as ~~release~~an ~~announcing~~amendment to this Current Report on Form 8-K no later than 71 calendar days after the ~~proposed~~required ~~public~~filing ~~offering,~~date afor ~~copy~~this ofCurrent ~~which~~Report ison ~~attached~~Form 8-K. (b) Pro Forma Financial Information. The Company will file the pro forma financial information required by Item 9.01(b) as ~~Exhibit~~an 99amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing date for this Current Report on Form 8-K.1 ~~hereto~~(d) Exhibits.

Also on February 26, 2026, the Company issued a press release announcing the pricing of the offering, a copy of which is furnished as Exhibit 99.2 hereto.

ExhibitNo.		Description

2.1*		Agreement and Plan of Merger dated February 20, 2026 by and among LSI Industries Inc., SRR Holdings, Inc. and Rhino Acquisition Company, Inc. (incorporated by reference from LSI’s Form 8-K filed on February 25, 2026)
10.1*		Credit Agreement by and among LSI Industries Inc., the guarantors party thereto, the lenders party thereto, PNC Bank, National Association, and PNC Capital Markets LLC dated March 24, 2026
99.1		Press Release dated March 24, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits to the SEC upon its request.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.	Description
1.1	Underwriting Agreement between LSI Industries Inc. and Oppenheimer & Co., Inc. dated February 26, 2026
5.1	Opinion of Keating Muething & Klekamp PLL
23.1	Consent of Keating Muething & Klekamp PLL (included in Exhibit 5.1)
99.1	Press Release dated February 25, 2026
99.2	Press Release dated February 26, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ James E. Galeese
	James E. Galeese
	Executive Vice President, Chief Financial Officer

Dated: March 224, 2026

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