PATRICK INDUSTRIES INC 8-K

What Happened

• On June 30, 2026 Patrick Industries, Inc. (PATK) announced it signed an Agreement and Plan of Merger to acquire LCI Industries. The deal contemplates a two-step merger structure (First Merger and Second Merger) using newly formed Patrick subsidiaries.
• Under the agreement, at the First Effective Time each issued and outstanding share of LCI common stock (excluding certain treasury or subsidiary holdings) will convert into the right to receive 1.2440 shares of Patrick common stock (the Exchange Ratio), plus cash in lieu of fractional shares. After closing, current Patrick holders are expected to own ~52% of the combined company and LCI holders ~48%.
• The parties’ boards unanimously approved the Merger Agreement. The filing was made on Form 8-K (filed June 30, 2026) and includes a press release and investor presentation; a joint investor call/webcast was scheduled for June 30, 2026.

Key Details

• Ownership & governance: The post-closing Patrick board will have 12 directors — 6 designated by Patrick and 6 by LCI. Andy L. Nemeth is expected to remain CEO; Todd M. Cleveland to be Board Chair; John A. Sirpilla to be Vice Chair. Nasdaq ticker “PATK” will be retained; a new corporate name will be agreed before closing.
• Approvals & conditions: Closing requires LCI stockholder approval, Patrick stockholder approval (including share issuance and charter amendment to increase authorized shares), HSR and other regulatory clearances, effectiveness of an S-4 registration statement, Nasdaq listing approval, a tax opinion for LCI stockholders, and customary closing conditions.
• Equity treatment: Outstanding LCI Lightspeed RSUs/PSUs convert into Patrick RSUs adjusted by the Exchange Ratio (PSUs treated at the greater of target or actual performance extrapolated to period end and then vest on service); LCI cash-settled deferred stock units will be cashed out based on LCI’s NYSE close the day before closing.
• Timing & termination: The Merger Agreement includes an Outside Date of March 30, 2027 (with up to two three‑month extensions for regulatory timing). Each party may owe a termination fee of $94,200,000 (≈ $94.2M) in specified circumstances.

Why It Matters

• This is a transformational, stock‑for‑stock combination that will materially change ownership and board control of Patrick (approx. 52/48 split). Investors should watch upcoming shareholder votes, regulatory approvals (including HSR), and the S-4 filing — any failure or delay could prevent or delay closing.
• The Exchange Ratio, new shares to be issued, and the required charter amendment mean dilution and governance shifts are central issues for current Patrick shareholders. The $94.2M mutual termination fees and detailed equity treatment show both parties have negotiated protections and integration mechanics; however, closing remains subject to the listed conditions.