LCI INDUSTRIES 8-K

What Happened
LCI Industries (LCII) announced on June 30, 2026 that it entered into a definitive Agreement and Plan of Merger with Patrick Industries, Inc. The deal is a two-step merger: a Patrick subsidiary will merge into LCI (with LCI becoming a Patrick subsidiary), followed by LCI merging into a second Patrick subsidiary so the combined business will be a direct wholly owned subsidiary of Patrick. The Agreement was unanimously approved by the boards of both companies.

Key Details

• Exchange Ratio: each outstanding LCI common share will be converted into the right to receive 1.2440 shares of Patrick common stock (plus cash in lieu of fractional shares).
• Pro forma ownership: after closing, current Patrick holders will own ~52% and current LCI holders will own ~48% of the combined company.
• Governance: the post-closing Patrick board will have 12 directors — six designated by Patrick and six by LCI. Andy L. Nemeth will remain CEO; Todd M. Cleveland is expected to be Chair and John A. Sirpilla Vice Chair (subject to each remaining in their positions at closing).
• Timing, approvals & conditions: closing is subject to LCI and Patrick stockholder approvals, antitrust/HSR clearance, other regulatory approvals, effectiveness of a Form S-4 registration statement, Nasdaq listing approval for the shares issued, and a tax opinion for LCI stockholders.
• Termination and fees: the merger agreement can be terminated under customary conditions; the Outside Date is March 30, 2027 (subject to up to two three-month extensions for regulatory delays). Either party may owe a $94,200,000 termination fee in specified circumstances.
• Equity awards: LCI RSU/PSU awards convert into Patrick-equivalent restricted stock units (with PSUs measured at the greater of target or actual performance through the First Effective Time and vesting based on continued service); cash-settled deferred stock units will be converted to a cash payment based on LCI’s closing NYSE price immediately prior to closing.

Why It Matters
This is a definitive merger that would combine LCI and Patrick into one publicly traded company, with LCI shareholders receiving Patrick stock as consideration and becoming roughly 48% owners. The transaction requires multiple approvals (including stockholder votes and antitrust clearance) and a registration statement, so closing is not guaranteed and timing depends on those steps. The filing outlines governance plans, treatment of employee equity awards, and a sizable mutual termination fee — all material points for shareholders evaluating potential ownership, governance and near-term execution risk.