LCI Industries filed a Form 425 on November 10, 2026, disclosing an internal employee communication from Interim CEO Johnny Sirpilla confirming that the company's Board of Directors unanimously determined that a revised, unsolicited, non-binding acquisition proposal from Monomoy Capital Partners does not constitute a superior proposal to the pending merger with Patrick Industries, Inc.

Key Highlights

  • Board determination: LCI's Board unanimously concluded the revised Monomoy proposal "is not a superior proposal and is not reasonably likely to lead to a superior proposal" under the merger agreement with Patrick Industries.
  • Proposal nature: The Monomoy Capital Partners offer was characterized as revised, unsolicited, and non-binding, according to the filing.
  • Patrick merger timeline: Interim CEO Johnny Sirpilla stated the Patrick transaction "is on track to close in the first half of 2027."
  • Proxy materials effective: The joint registration statement on Form S-4 (File No. 333-299100) was declared effective by the SEC on October 19, 2026, with the definitive joint proxy statement/prospectus mailed to stockholders on or about that date.
  • Supplements filed: Supplements to the definitive joint proxy statement/prospectus were filed with the SEC on October 30, 2026, November 9, 2026, and November 10, 2026.
  • Board review process: The Board conducted its review "with the assistance of our outside financial and legal advisors," according to the filing.

LCI Industries Board Unanimously Reaffirms Patrick Industries Merger After Monomoy Review

The Form 425 filing reproduces an email sent on November 10, 2026, at 7:38 AM by Johnny Sirpilla, Interim Chief Executive Officer of LCI Industries (NYSE:LCII), to all company employees. The message was issued in connection with the proposed transaction between LCI Industries and Patrick Industries, Inc., a competing manufacturer in the same sector. Sirpilla disclosed that LCI had received a revised, unsolicited, non-binding proposal from Monomoy Capital Partners to acquire the company, and that a press release announcing this development was issued the same morning.

According to the filing, LCI's Board of Directors reviewed the Monomoy proposal with the help of outside financial and legal advisors and reached a unanimous conclusion. The Board determined that the revised offer does not meet the threshold of a superior proposal and is not reasonably likely to develop into one under the conditions set forth in LCI's existing merger agreement with Patrick Industries. The filing states the Board has "a fiduciary duty to review any proposals it receives" and completed that review before reaffirming the Patrick transaction as "the best path forward for LCI and our shareholders."

LCI Industries is a supplier of components to the recreational vehicle, manufactured housing, and marine industries, operating under the Lippert brand. The pending combination with Patrick Industries represents a consolidation among major component suppliers in those markets. The filing notes that stockholders and security holders are directed to review the registration statement on Form S-4 (File No. 333-299100) and the definitive joint proxy statement/prospectus, which Patrick filed with the SEC and which was declared effective on October 19, 2026. The filing contains forward-looking statements that, according to the company's own cautionary language, are subject to risks and uncertainties including failure to obtain required governmental and stockholder approvals, integration difficulties, and other factors described in each party's annual and quarterly regulatory filings.

What Was Disclosed

LCI Industries filed a Form 425 on November 10, 2026, containing an internal employee email from Interim CEO Johnny Sirpilla. The filing disclosed that the Board unanimously rejected the revised Monomoy Capital Partners proposal as not superior to the existing Patrick Industries merger agreement, which remains on track to close in the first half of 2027.