{"url_path":"/sec/lcii/8-k/2026-06-30/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/763744/0000763744-26-000040-index.html","accession_number":"0000763744-26-000040","cik":"0000763744","ticker":"LCII","issuer_name":"LCI INDUSTRIES","edgar_url":"https://www.sec.gov/Archives/edgar/data/763744/0000763744-26-000040-index.html","primary_entity_key":"0000763744","primary_entity_name":"LCI INDUSTRIES"},"word_count":2314,"has_tables":true,"body_markdown":"Item 1.01    Entry into a Material Definitive Agreement\n\nAgreement and Plan of Merger\n\nOn June 30, 2026, LCI Industries, a Delaware corporation (the “Company”), Patrick Industries, Inc., an Indiana corporation (“Patrick”), Planet First Merger Sub Inc., a newly formed Delaware corporation and a direct wholly owned subsidiary of Patrick (“First Merger Sub”), and Planet Second Merger Sub LLC, a newly formed Indiana limited liability company and a direct wholly owned subsidiary of Patrick (“Second Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Merger Agreement.\n\nThe Merger Agreement provides for, among other things and subject to the satisfaction or waiver of specified conditions set forth therein, the merger of First Merger Sub with and into the Company (the “First Merger”), with the Company surviving the First Merger as a direct wholly owned subsidiary of Patrick (the “Initial Surviving Entity”), and immediately following the First Merger, and as part of the same overall transaction as the First Merger, the merger of the Initial Surviving Entity with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of Patrick.\n\nThe Board of Directors of the Company (the “Company Board”) and the Board of Directors of Patrick (the “Patrick Board”) have each unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Mergers.\n\nMerger Consideration\n\nSubject to the terms and conditions set forth in the Merger Agreement, at the effective time of the First Merger (the “First Effective Time”), each issued and outstanding share of the Company’s common stock, par value $0.01 per share (“Company Common Stock”) (excluding shares of Company Common Stock held by the Company, Patrick or any of their respective subsidiaries immediately prior to the First Effective Time) will be converted into the right to receive 1.2440 fully paid and nonassessable shares of Patrick’s common stock, no par value (“Patrick Common Stock”) (such ratio, as may be adjusted pursuant to the terms of the Merger Agreement, the “Exchange Ratio”), together with cash in lieu of fractional shares of Patrick Common Stock, without interest (the “Merger Consideration”) and subject to any applicable withholding taxes pursuant to the terms of the Merger Agreement.\n\nFollowing the Closing Effective Time, the holders of shares of Patrick Common Stock prior to the Mergers will own approximately 52% of Patrick and the holders of shares of Company Common Stock prior to the Mergers will own approximately 48% of Patrick.\n\nCertain Governance Matters\n\nThe Merger Agreement sets forth certain post-closing arrangements, including that Patrick will take all actions such that, at the Closing Effective Time, the Patrick Board will consist of twelve directors, (i) six of whom will be persons designated by Patrick from the directors of Patrick serving prior to the Closing Effective Time (the “Patrick Designees”) and (ii) six of whom will be persons designated from the directors of the Company serving prior to the Closing Effective Time (the “Company Designees”). The Merger Agreement provides that Patrick shall take all actions necessary to cause (i) all of the Company Designees and Patrick Designees to be appointed, elected and approved as directors of the Patrick Board effective as of the Closing Effective Time and (ii) all Planet Board members prior to the Closing not designated as Patrick Designees to resign from the Patrick Board as of the Closing Effective Time.\n\nThe Merger Agreement provides that (i) Andy L. Nemeth, current Chief Executive Officer of Patrick and member of the Patrick Board, will continue to serve as Chief Executive Officer of Patrick (provided that he remains Chief Executive Officer of Patrick as of immediately prior to the Closing Effective Time); (ii) Todd M. Cleveland, current member of the Patrick Board, will be appointed to serve as the Chair of the Patrick Board (provided that he remains a director of Patrick as of immediately prior to the Closing Effective Time); and (iii) John A. Sirpilla, current interim Chief Executive Officer of the Company and a member of the Company Board, will be appointed to serve as Vice Chair of the Patrick Board (provided that he remains a director of Company as of immediately prior to the Closing\n\nEffective Time). The Company will identify five additional Company Designees and Patrick will identify four additional Patrick Designees, in each case prior to the Closing Effective Time.\n\nThe Merger Agreement also provides that Patrick shall take all actions necessary to cause, as of the Closing Effective Time, the Patrick Board to have the following standing committees: an Audit Committee; a Nominating and Governance Committee; a Compensation Committee; and a Capital Allocation and Strategy Committee. Each committee will consist of four (4) directors as of the Closing Effective Time comprised of two (2) Patrick Designees and two (2) Company Designees (unless a greater number of directors is mutually agreed by the parties), subject to applicable law and applicable stock exchange listing standards (including applicable independence requirements). As of the Closing Effective Time, the Chair of each of the Audit Committee of the Patrick Board and the Compensation Committee of the Patrick Board will be a Patrick Designee and the Chair of each of the Nominating and Governance Committee of the Patrick Board and the Capital Allocation and Strategy Committee of the Patrick Board will be a Company Designee.\n\nPrior to the Closing, the Company and Patrick will mutually agree upon a new corporate name for Patrick, which shall become effective concurrently with the Closing and will be set forth in the Final Charter Amendment. Patrick Common Stock will continue to remain listed on Nasdaq under the ticker symbol “PATK” following the Closing Effective Time.\n\nTreatment of Equity Awards\n\nThe Merger Agreement provides that, at the First Effective Time, each outstanding Lightspeed RSU Award and Lightspeed PSU Award will automatically convert into a restricted stock unit award with respect to shares of Patrick Common Stock, on generally the same terms and conditions as applied immediately prior to the First Effective Time and after giving effect to the Exchange Ratio, except that the number of shares underlying each Lightspeed PSU Award will be determined based on the greater of target performance and actual performance through the First Effective Time extrapolated through the end of the applicable performance period, and such converted award will vest solely based on continued service. Each outstanding cash-settled deferred stock unit of the Company will be cancelled and converted into the right to receive a cash payment based on the closing price of a share of Company Common Stock on the NYSE on the last trading day immediately prior to the Closing Date, plus any accrued or credited and unpaid dividend or dividend equivalent amounts, in each case subject to the terms and conditions of the Merger Agreement. Planet Equity Awards will generally remain outstanding in accordance with the applicable plan and award agreement terms, except that Planet Performance Shares will be deemed earned at the greater of target and actual performance through the First Effective Time extrapolated through the end of the applicable performance period and will thereafter vest solely based on continued service, and Planet Equity Awards will be eligible to vest upon a Qualifying Termination.\n\nRepresentations and Warranties; Certain Covenants\n\nThe Merger Agreement includes customary representations, warranties and covenants of each of the Company and Patrick. During the period from the date of the Merger Agreement to the Closing Effective Time, each of the Company and Patrick has agreed to, and to cause their respective subsidiaries to, carry on their respective businesses in all material respects in the ordinary course and, to the extent consistent therewith, use reasonable best efforts to preserve intact their current business organizations, preserve their assets and properties in good repair and condition, use reasonable best efforts to keep available the services of their current officers and other key employees and preserve their relationships with those persons having business dealings with them.\n\nIn addition, each of the Company and Patrick has agreed not to, and will cause its subsidiaries and its and their respective directors and officers not to, and will use its reasonable best efforts to cause its and their other representatives not to, among other things, solicit, initiate or knowingly encourage or take any other action designed to facilitate any inquiries regarding, or the making of, certain third-party acquisition proposals, and has agreed to certain restrictions on its and its Subsidiaries’ and its and their representatives’ ability to respond to any such proposals, in each case, subject to the terms and conditions of the Merger Agreement. Subject to certain qualifications, each of Patrick and the Company has agreed to use reasonable best efforts to cause the Mergers to be completed, including to obtain the required regulatory approvals for the transaction, including to certain commitments relating thereto.\n\nConditions to the Mergers\n\nThe completion of the Mergers is subject to certain conditions, including: (i) the adoption of the Merger Agreement by the Company’s stockholders (the “Company Stockholder Approval”); (ii) the approval of (a) the issuance of shares of Patrick Common Stock in connection with the First Merger (the “Share Issuance”) and (b) an amendment to the articles of incorporation of Patrick to, among other things, increase the number of authorized shares set forth therein (the “Patrick Charter Amendment” and together with the Planet Share Issuance, the “Patrick Stockholder Approval”) by Patrick’s stockholders; (iii) the termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (and any timing agreement with the Federal Trade Commission or the Department of Justice, as applicable, shall have terminated or expired); (iv) the receipt of other required regulatory approvals; (v) the absence of any restraint in effect preventing the consummation of the Mergers; (vi) the effectiveness of a registration statement on Form S-4 with respect to such shares of Patrick Common Stock; (vii) the approval for listing on Nasdaq of the shares of Patrick Common Stock issuable as Merger Consideration pursuant to the terms of the Merger Agreement; (viii), the receipt by the Company of a written opinion with respect to the tax-free nature of the Mergers for the Company’s stockholders; (ix) subject to certain exceptions, the accuracy of the representations and warranties of the other party; (x) performance in all material respects by each party of its respective obligations under the Merger Agreement; and (xi) the absence of certain changes that have had, or would reasonably be expected to have, a material adverse effect with respect to each of the Company and Patrick.\n\nTermination\n\nThe Merger Agreement also contains certain customary termination rights, whereby either party may terminate the Merger Agreement (i) by mutual written consent; (ii) if the Mergers have not been completed by March 30, 2027 (the “Outside Date”), subject to two three-month extensions of the Outside Date in the event that the regulatory closing conditions have not been satisfied; (iii) if the Company Stockholder Approval has not been obtained, (iv) if the Patrick Stockholder Approval has not been obtained; and (v) if any restraint having the effect of preventing the consummation of the Mergers shall have become final and nonappealable.\n\nIn addition, the Company may terminate the Merger Agreement prior to the Company Stockholders Meeting if, among other things, the Patrick Board has changed its recommendation that its stockholders approve the Share Issuance and the Patrick Charter Amendment, or has failed to make or reaffirm such recommendation in certain circumstances, and Patrick may terminate the Merger Agreement prior to the Patrick Stockholders Meeting if, among other things, the Company Board has changed its recommendation that its stockholders adopt the Merger Agreement, or has failed to make or reaffirm such recommendation in certain circumstances.\n\nIn connection with the Mergers, Patrick will be required to pay the Company a termination fee equal to $94,200,000 million in specified circumstances, including if the Company terminates the Merger Agreement following a change of recommendation by the Patrick Board, and the Company will be required to pay Patrick a termination fee equal to $94,200,000 million in specified circumstances, including if Patrick terminates the Merger Agreement following a change of recommendation by the Company Board, in each case subject to the terms and conditions of the Merger Agreement.\n\nDescription of Mergers Not Complete\n\nThe foregoing summary 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 is attached hereto as Exhibit 2.1 and is incorporated by reference herein.\n\nThe Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Patrick or their respective subsidiaries or affiliates. The representations, warranties and covenants set forth in the Merger Agreement have been made only for the purposes of the Merger Agreement and solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, as well as by information contained in documents each party has filed with the Securities and Exchange Commission as of a certain date set forth in the Merger Agreement, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. In addition, such representations and warranties (i) will not survive completion of the Mergers and cannot be the basis\n\nfor any claims under the Merger Agreement by the other party after termination of the Merger Agreement, except as a result of fraud or willful breach and (ii) were made only as of the dates specified in the Merger Agreement."}