LSI INDUSTRIES INC

8-K/A · lyts20260521_8ka.htm iXBRL

0000763532

 2026-03-24
 2026-03-24

  

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, DC 20549

  

 FORM 8-K/A

 Amendment No. 1

 CURRENT REPORT

  

 Pursuant to Section 13 or 15(d) of the

 Securities Exchange Act of 1934

  

 Date of Report (Date of earliest event reported) March 24, 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 9.01. Financial Statements and Exhibits.

  

 On March 24, 2026, LSI Industries Inc., an Ohio corporation (“ LSI ”), filed a Form 8-K (the “ Original Filing ”) under Items 1.01, 2.01, 2.03, 7.01 and 9.01 to report LSI’s acquisition of SRR Holdings, Inc., a Delaware corporation, as described in the Original Filing. This Form 8-K/A is being filed to amend the Original Filing to provide the required financial statements and pro forma condensed combined financial information described below.

  

  

 (a)

 Financial Statements of Businesses or Funds Acquired . The audited financial statements of SRR Holdings, Inc. for the years ended December 31, 2025 and December 31, 2024, including the notes to such financial statements are incorporated herein by reference to Exhibit 99.1.

  
  
  

  

 (b)

 Pro Forma Financial Information . The pro forma condensed combined financial information of LSI Industries Inc. and SRR Holdings, Inc., including the pro forma condensed combined statement of operations for the fiscal year ended June 30, 2025 and the nine months ended March 31, 2026, including the introductory paragraph(s) and notes to such pro forma condensed combined financial information, are incorporated herein by reference to Exhibit 99.2.

  
  
  

  

 (d)

 Exhibits .

  

 Exhibit No .

 Description

  
  

 23.1

 Consent of Grant Thornton LLP

  
  

 99.1

 SRR Holdings, Inc. audited financial statements (balance sheet as of December 31, 2025 and December 31, 2024, statements of operations for the fiscal years ended December 31, 2025 and December 31, 2024, statements of stockholders’ equity for the fiscal years ended December 31, 2025 and December 31, 2024, and statements of cash flows for the fiscal years ended December 31, 2025 and December 31, 2024)

  
  

 99.2

 LSI Industries Inc. pro forma condensed combined financial information (pro forma condensed combined statement of operations for the fiscal year ended June 30, 2025 and the nine months ended March 31, 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: June 5, 2026