LSI Industries Inc【LYTS】株式ニュース

LSI Industries Enters Into Strategic Partnership With Carter Thermal Industries Group, Expands Refrigeration Solutions OfferingMay 27, 2026 4:10 PM
Business Wire LSI Industries Inc. (Nasdaq: LYTS, “LSI” or the “Company”), a leading U.S. based manufacturer of commercial lighting and display solutions, today announced a strategic partnership (the “Partnership”) with privately held Carter Thermal Industries Group (“Carter”), a global leader in refrigeration and environmental controls solutions. Under the terms of the agreement, LSI will become the exclusive partner throughout the United States and Canada for advanced refrigerated display and store solutions developed by U.K.-based Carter, effective May 28, 2026. Founded in 1945, Carter specializes in the design, engineering, installation, and maintenance of large-scale refrigeration installations used within retail food environments. The Partnership represents LSI’s formal expansion into remote refrigeration, whereby centralized cooling systems regulate multiple cold-storage and merchandising cases, which contrasts with LSI’s existing offering of primarily self-contained refrigeration systems. By adding Carter’s remote refrigeration technologies, LSI will expand its solutions offering, providing customers with a broader range of sustainable, energy-efficient refrigeration solutions for modern retail spaces. Under the Partnership, LSI will market, manufacture, sell, and support refrigeration systems designed by Carter. LSI intends to produce co-branded remote refrigeration units across its existing North American manufacturing footprint, providing scalable production capabilities, competitive manufacturing lead times, and enhanced flexibility to support customer rollout requirements. VALUE-CREATING PARTNERSHIP Advances single-source retail branding solutions platform strategy. Through a disciplined combination of organic investment, acquisitions, and strategic partnerships, LSI continues to build a retail branding solutions platform of scale that integrates lighting, graphics, display fixtures, refrigerated merchandising, and installation capabilities into a unified offering for multi-site customers. LSI’s targeted vertical market strategy has positioned the Company as a single-source partner capable of supporting national rollouts, remodel programs, and brand transformation initiatives across its core vertical markets. Partnership provides an immediate, low-cost entry into remote refrigeration market. LSI believes the partnership with Carter provides an accelerated, capital-light entry point into the remote refrigeration market. Under a licensing agreement with Carter, LSI will become the exclusive North American partner for Carter’s certified, market-tested remote refrigeration units and freezer cases. Expanded solutions offering targeting core grocery and retail markets. LSI believes its expanded refrigeration solutions offering will create additional opportunities across its existing customer base, particularly with multi-site grocery and retail customers seeking larger-scale remote refrigeration solutions. The expanded offering will enable LSI’s customers to source both self-contained and remote refrigerated display solutions from a single North American partner with integrated manufacturing, distribution, and support capabilities. Leverages LSI’s existing manufacturing capabilities. With 23 manufacturing sites across the U.S. and Canada, including existing facilities specializing in the manufacture of refrigeration units, LSI intends to deploy existing capacity toward the assembly and production of Carter-designed units, over time, consistent with a focus on asset optimization. MANAGEMENT COMMENTARY “Our strategic partnership with Carter provides LSI with an immediate, capital-light entry point into the remote refrigeration market, as we continue to build our integrated retail branding solutions platform across North America,” stated Jim Clark, President and Chief Executive Officer of LSI Industries. “Carter’s engineering expertise and proven technology, combined with LSI’s manufacturing footprint, deep customer relationships, and proven support capabilities, position us to accelerate profitable growth across our integrated portfolio of refrigeration solutions. We look forward to building on this important partnership in the years ahead.” “Our businesses share a common commitment to quality, innovation, customer service, and long-term partnership,” said Chris Hufflett, Group Chief Executive Officer at Carter Thermal Industries Group. “We are pleased to work alongside LSI and look forward to supporting retailers with high-quality refrigeration solutions designed to meet the evolving needs of the market.” ABOUT LSI INDUSTRIES Headquartered in Cincinnati, LSI is a publicly held company traded over the NASDAQ Stock Exchange under the symbol LYTS. The company manufactures advanced lighting, graphics, and display solutions across strategic vertical markets. The company’s American-made products, which include non-residential indoor and outdoor lighting, print graphics, digital graphics, refrigerated and custom displays, help create value for customer brands and enhance the consumer experience. LSI also provides comprehensive project management services in support of large-scale product rollouts. The company employs approximately 3,000 people at 23 manufacturing plants in the U.S. and Canada. Additional information about LSI is available at www.lsicorp.com. ABOUT CARTER THERMAL INDUSTRIES Founded in 1945, Carter Thermal Industries is a UK-based engineering group specializing in refrigerated retail solutions, refrigeration systems and associated engineering services. The business supports customers across retail, commercial and industrial sectors and continues to invest in innovation, energy efficiency and sustainable refrigeration technologies. FORWARD-LOOKING STATEMENTS Cautionary Notice: In addition to statements of historical fact, this news release contains forward-looking statements within the meaning of the federal securities laws and is intended to receive the protections of such laws. All statements, other than historical facts, included or incorporated in this release could be deemed forward-looking statements, particularly statements that reflect our expectations or beliefs of LSI Industries Inc. (the “Company,” “LSI,” “we,” or “us”) concerning future events or our future financial performance. You are cautioned not to place undue reliance on forward-looking statements, which are often characterized by discussions of strategy, plans, or intentions or by the use of words such as “may,” “would,” “could,” “should,” “will,” “expect,” “estimate,” “anticipate,” “believe,” “intend,” “plan,” “forecast,” “project,” “predict,” “potential,” “continue,” or “intend,” the negative or other variants of such terms, or other comparable terminology. The Company cautions that these forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from our expectations as a result of various factors, including, but not limited to: the impact of competitive products and services; product and pricing demands and market acceptance risks; LSI’s reliance on third-party manufacturers and suppliers; substantial changes to the refueling and convenience store and grocery markets; LSI’s stock price volatility and market volatility in the debt and equity markets; potential costs associated with litigation, other proceedings and regulatory compliance; LSI’s ability to adequately protect intellectual property, information technology security threats and computer crime; financial difficulties experienced by customers; the cyclical and seasonal nature of our business; the failure of acquisitions or acquired companies to achieve their plans or objectives generally; our ability to consummate, successfully integrate, and achieve strategic and other objectives, including any expected synergies, relating to pending or recently completed acquisitions; the inability to effectively execute our business strategies; the ability to retain key employees, including key employees of acquired businesses; labor shortages or an increase in labor costs; changes in product mix; unfavorable economic, political, and market conditions, including interest rate fluctuations and inflation; changes in U.S. trade policy, including mitigating the impacts of increased costs related to tariffs; the results of asset impairment assessments; price increases of materials; significant shortages of materials; shortages in transportation and increases in fuel prices; sudden or unexpected changes in customer creditworthiness; write-offs or impairment of capitalized costs or intangible assets in the future; and the other risk factors LSI describes from time to time in the Company’s Annual Report on Form 10-K (the “Form 10-K”) and in other reports filed with or furnished to the U.S. Securities and Exchange Commission (the "SEC") by the Company. You should carefully consider the trends, risks, and uncertainties described in this news release, the Form 10-K, and other reports filed with or furnished to the SEC by the Company before making any investment decision with respect to our securities. If any of these trends, risks, or uncertainties continues or occurs, our business, financial condition, or operating results could be materially and adversely affected, the trading prices of our securities could decline, and you could lose part or all of your investment. Forward-looking statements are made in the context of information available as of the date of this news release and are based on our current expectations, forecasts, estimates, and assumptions. The Company undertakes no obligation to update or revise such statements to reflect circumstances or events occurring after this news release except as may be required by applicable law. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement. View source version on businesswire.com: https://www.businesswire.com/news/home/20260527168934/en/ INVESTOR CONTACT
Noel Ryan or Fred Buonocore
720.778.2415
LYTS@vallumadvisors.com MEDIA CONTACT
Mike Burcham
Marketing & Communications Manager
513-372-3143
mike.burcham@lsicorp.com Original: LSI Industries Enters Into Strategic Partnership With Carter Thermal Industries Group, Expands Refrigeration Solutions Offering

LSI Industries to Acquire Royston Group, Creating an Integrated Retail Branding Solutions Platform of ScaleFebruary 25, 2026 4:05 PM
Business Wire
Transformational platform acquisition positions LSI as the market-leader within branded retail solutions

Expands LSI’s presence within new display solutions categories, accelerates growth in core vertical markets

LSI to host transaction conference call and live webcast on Thursday, February 26 at 8:30 a.m. ET

LSI Industries Inc. (Nasdaq: LYTS, “LSI” or the “Company”), a leading U.S. based manufacturer of commercial lighting and display solutions, today announced that it has entered into a definitive agreement to acquire privately held Royston Group (“Royston”), a leader in identity and equipment solutions for retail environments, from Industrial Opportunity Partners (“IOP”) for an aggregate purchase price of $325 million, subject to a working capital adjustment, with $320 million of the purchase price payable in cash at closing and the remaining $5 million payable in the issuance of shares of the Company’s common stock, valued as of the closing price of the Company’s common stock on February 19, 2026. The transaction is subject to Hart-Scott-Rodino clearance and is expected to close in the third quarter of LSI’s 2026 fiscal year.

Atlanta-based Royston is a vertically integrated provider of custom store fixtures, internal/external signage, and refrigerated/heated case displays. Through five facilities in four U.S. states, Royston offers customers a build-to-order solution that integrates design, engineering, fabrication, assembly, distribution and turnkey installation capabilities that span the full project lifecycle.

Royston provides retail branding solutions across an array of growing, high-value vertical markets, including refueling/c-store, grocery, and quick-serve restaurant (“QSR”), among others, where LSI has an established market presence. Royston is an established partner of choice for three of the top five U.S. c-store and grocery chains, and four of the top five U.S. refueling station chains by location count.

Royston, and its nearly 900 employees, will become part of LSI’s display solutions segment on a reporting basis upon the closing of the transaction.

MANAGEMENT COMMENTARY

“We believe the acquisition of Royston will be a transformational transaction for our business, customers, and shareholders, positioning LSI as the leading scaled platform in branded retail solutions,” stated James A. Clark, President and Chief Executive Officer of LSI. “LSI is building an integrated, new-to-market offering that provides a one-stop, solutions-based approach to support the new build and remodel programs of leading global retail companies across North America. This transaction accelerates our growth across targeted vertical markets, expands our suite of solutions within higher margin product categories, and further entrenches LSI as the partner of choice for leading retail brands.”

“Royston has established long-term customer relationships with many of the leading regional and national refueling, grocery, and QSR chains in the United States,” continued Clark. “Among its top 10 customers by revenue, the average relationship exceeds 20 years, which we believe reflects its position as a go-to partner for store remodels, which accounts for approximately 70% of Royston’s annual revenue.”

“Upon closing of the transaction, we expect our consolidated sales to customers in the refueling, grocery, and QSR markets to represent more than 60% of pro-forma annual revenue, with minimal customer overlap across the combined portfolio,” continued Clark. “Given the attractive growth profiles of these vertical markets, we believe this acquisition enhances our ability to deliver revenue growth that outpaces the broader commercial and industrial sectors in which we operate.”

“The addition of Royston will expand LSI’s capabilities within new, high-value product lines, including internal and external signage, while strengthening our existing offerings in store fixtures and display cases,” continued Clark. “We believe this transaction offers significant commercial synergy potential, positioning us to expand per-site content through cross-selling and a solutions-based value proposition.”

“As previously outlined within our Fast Forward value creation strategy, we believe the acquisition of Royston positions LSI to deliver on its financial targets two years ahead of plan, with pro-forma TTM September 2025 combined revenue for LSI-Royston of approximately $864 million and adjusted EBITDA of approximately $95 million.”

“At closing, we anticipate net leverage to approximate 3.0x and remain committed to further deleveraging over the near-to-medium term, while continuing to reinvest in the organic growth of the combined business,” continued Clark.

“Over the last five years, with the acquisitions of JSI, EMI, Canada’s Best and now Royston, we’ve demonstrated a focused approach toward value creation through accretive, complementary acquisitions, while delivering consistent organic growth, margin discipline, and profitability within our base business,” stated Clark. “After the closing of the Royston transaction, we intend to update our long-term financial targets as we introduce the next phase of our Fast Forward plan, highlighting the value compounding power we anticipate from the combined businesses.”

“LSI is building the leading retail branding solutions platform in North America, with a strategic focus and proven track record of long-term value creation that aligns closely with our own,” stated Frank Callis, President and CEO of Royston Group. “This transaction brings together highly complementary capabilities and customer relationships, expanding the breadth of integrated solutions we can deliver across retail environments. We look forward to joining the LSI team as we contribute to the profitable growth of the combined organization.”

“We are pleased to welcome the entire Royston team to the LSI family,” concluded Clark. “Our shared cultural focus on innovation, customer service, quality, operational discipline, and a returns-focused approach to capital allocation position LSI for continued success as together, we build the leading platform for growth within the branded retail marketing solutions space.”

TRANSACTION DETAILS

In TTM September 2025, Royston generated total revenue of approximately $272 million and adjusted EBITDA of approximately $38 million(1), or 14.0% of revenue.

The transaction price represents 8.1x(1) TTM September 2025 adjusted EBITDA, based on a combination of the purchase price of $325 million and net of tax benefits transferring to LSI. The acquisition of Royston is expected to be accretive to LSI on both a margin rate and diluted earnings per share basis upon the closing of the transaction. The acquisition is supported by a fully committed bridge facility. Permanent financing is expected to include a mix of equity and debt financing.

COMPELLING TRANSACTION RATIONALE

Creates a scaled, integrated retail solutions platform. LSI believes that the combination of LSI-Royston will create a leading solutions-based business that integrates custom design, engineering, manufacturing, installation and maintenance capabilities across lighting, fixtures, branded signage, and display cases, establishing a one-stop partner for leading retail brands.

Strengthens leadership in core vertical markets. On a pro-forma basis, approximately 60% of the combined LSI-Royston sales will be from the refueling, grocery and c-store markets, positioning the go-forward platform as a significant partner of scale to both regional and national retail chains. The two companies serve largely distinct customer bases, with minimal overlap between their respective customer relationships despite a shared vertical market focus.

Expands domestic manufacturing footprint in strategic locations. The addition of Royston’s five domestic facilities will increase LSI’s operational footprint from 18 to 23 locations, resulting in a nearly 40% increase in manufacturing square footage capacity to support organic growth.

Recurring revenue model supported by long-term customer relationships. Royston serves many of the leading retail brands in North America, including customers operating thousands of serviceable locations. In fiscal year 2025, approximately 70% of revenue for the core Royston business was generated from remodel projects, with the remaining 30% from new store construction, creating a durable revenue base tied to recurring store refresh cycles. The average tenure of Royston’s top 10 customers exceeds 20 years.

Meaningful cross-selling opportunities. Approximately 47% of Royston’s customers currently purchase a single product from them, creating meaningful opportunities to expand share of wallet across the combined offering, which includes LSI’s branded lighting solutions. LSI also expects to leverage Royston’s expanded capabilities within its legacy customer base, resulting in compelling commercial synergies across the combined businesses.

Improved pro-forma margin profile. In TTM September 2025, LSI generated adjusted EBITDA of 9.7%, while Royston generated adjusted EBITDA margin of 14.0%. On a pro-forma basis for fiscal year 2025, the combined businesses generated adjusted EBITDA margin of 11.0%, approaching the adjusted EBITDA margin target outlined in LSI’s Fast Forward value creation strategy.

Pathway to reduce leverage meaningfully, over the medium-term. At transaction closing, LSI anticipates a pro-forma net debt / adjusted EBITDA ratio for the combined entity of at or below approximately 3.0x and expects to reduce net leverage to at-or-below 2.0x by year-end fiscal 2028, consistent with its track record of programmatic de-leveraging following the completion of prior acquisitions.

(1)

LSI estimates based on pro forma financial information. Results cannot be guaranteed.

LSI INDUSTRIES’ ACQUISITION OF ROYSTON GROUP

A conference call will be held tomorrow, February 26, 2026, at 8:30 a.m. ET to review LSI’s acquisition of Royston Group.

A webcast of the conference call and accompanying presentation materials will be available in the Investor Relations section of LSI Industries’ website at www.lsicorp.com. Individuals can also participate by teleconference dial-in. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time to register, download and install any necessary audio software.

Details of the conference call are as follows:

Live Call Dial-In: 877-407-9208

To listen to a replay of the teleconference, which subsequently will be available through March 12, 2026.

Call Replay: 844-512-2921

Replay ID: 13758950

ABOUT LSI INDUSTRIES

Headquartered in Cincinnati, LSI is a publicly held company traded over the NASDAQ Stock Exchange under the symbol LYTS. The Company manufactures advanced lighting, graphics, and display solutions across strategic vertical markets. The Company’s American-made products, which include non-residential indoor and outdoor lighting, print graphics, digital graphics, refrigerated and custom displays, help create value for customer brands and enhance the consumer experience. LSI also provides comprehensive project management services in support of large-scale product rollouts. The Company employs approximately 2,000 people at 19 manufacturing plants in the U.S. and Canada. Additional information about LSI is available at www.lsicorp.com.

ABOUT ROYSTON GROUP

Royston Group is a leader in complete identity and equipment solutions. Its portfolio of companies includes Royston LLC, SignResource, and Southern CaseArts – industry leaders in the outfitting of retail environments from casework, merchandisers, and refrigerated cases to exterior store signage.

Non-GAAP Financial Measures

This press release includes non-GAAP financial measures, including Earnings Before Interest, Taxes, Depreciation and Amortization EBITDA and Adjusted EBITDA. We believe that these are useful as supplemental measures in assessing the operating performance of our business. These measures are used by our management, including our chief operating decision maker, to evaluate business results, and are frequently referenced by those who follow LSI. These non-GAAP measures may be different from non-GAAP measures used by other companies. In addition, the non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Non-GAAP measures have limitations, in that they do not reflect all amounts associated with our results as determined in accordance with U.S. GAAP. Therefore, these measures should be used only to evaluate our results in conjunction with corresponding GAAP measures. Below is a reconciliation of these non-GAAP measures reported for the periods indicated.

Twelve Months Ended
September 30, 2025

(Unaudited)

(In thousands)

LSI

Royston

Combined

Net sales

$

592,531

$

271,827

$

864,358

Net Income to Adjusted EBITDA

Net Income

$

24,965

$

19,048

$

44,013

Income tax

9,451

(4,416

)

5,035

Interest expense, net

3,001

8,050

11,051

Other (income) expense

193

(177

)

16

Operating Income

$

37,610

$

22,505

$

60,115

Depreciation and amortization

12,835

12,148

24,983

EBITDA

$

50,445

$

34,653

$

85,098

Long-term performance based compensation

5,037

-

5,037

Professional fees and expenses

81

770

851

Acquisition costs

1,219

-

1,219

Expense on step-up basis of acquired lease

357

-

357

Private Equity Management Fees

-

756

756

Severance costs and Restructuring costs

169

1,850

2,019

Adjusted EBITDA

$

57,308

$

38,029

$

95,337

Adjusted EBITDA as a percentage of sales

9.7

%

14.0

%

11.0

%

FORWARD-LOOKING STATEMENTS

Statements made in this release that are not statements of historical or current facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the expected timing, completion or size of the offering, the expected gross proceeds therefrom, the intended use of net proceeds therefrom and the exercise of the common stock warrants prior to their expiration. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. These risks and uncertainties relate, among other things, to fluctuations in our stock price, changes in market conditions and satisfaction of customary closing conditions related to the offering. Our actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including the risks discussed under the heading "Risk Factors" discussed under the caption "Item 1A. Risk Factors" in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption "Item 1A. Risk Factors" in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC. There can be no assurance that we will be able to complete the offering on the anticipated terms or at all. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260225747300/en/
INVESTOR CONTACT

Noel Ryan or Bill Seymour

LYTS@vallumadvisors.com

Original: LSI Industries to Acquire Royston Group, Creating an Integrated Retail Branding Solutions Platform of Scale