LSI Industries acquires Royston Group for $325M to create integrated retail branding platform

LSI INDUSTRIES INC

Purchase price $325M: $320M cash at close, $5M in LSI common stock valued at Feb 19 close.
Pro-forma TTM Sep 2025 combined revenue ~$864M, adjusted EBITDA ~$95M (11.0% margin).
Royston generated TTM Sep 2025 revenue ~$272M, adjusted EBITDA ~$38M (14.0% margin).
Transaction expected to close in LSI's fiscal Q3 2026, subject to HSR clearance.
Financing: PNC commitment to increase credit facility to $425M; pro-forma net leverage ~3.0x at close.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

LSI INDUSTRIES INC entered into Agreement and Plan of Merger with SRR Holdings, Inc. (Royston) valued at aggregate purchase price of $325 million, subject to a working capital adjustment, with $320 million (effective 2026-02-20).

Action: entry
Agreement: merger
Counterparty: SRR Holdings, Inc. (Royston)
Value: aggregate purchase price of $325 million, subject to a working capital adjustment, with $320 million
Effective: 2026-02-20

Exact text from the filing

On February 20, 2026, LSI Industries Inc. (“ LSI ” or the “ Company ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with SRR Holdings, Inc., a Delaware corporation (“ Royston ”), and Rhino Acquisition Company, Inc., a Delaware corporation and a wholly-owned direct subsidiary of the Company (the “ Merger Sub ”), pursuant to which LSI, through Merger Sub, agreed to merge with and into Royston, with Royston surviving (the “ Merger ”).

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LSI INDUSTRIES INC filing history →

Source: SEC EDGAR

accession 0001437749-26-005618

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