LCI Industries filed Definitive Additional Materials (Supplement No. 2 to its joint proxy statement/prospectus) on November 9, 2026, disclosing litigation and demand letters related to its planned merger with Patrick Industries, Inc., and supplementing financial advisor disclosures in the original October 19, 2026 proxy.

Key Highlights

  • Two lawsuits filed: Two complaints have been filed by purported LCI stockholders against LCI and members of the LCI board in New York state courts, according to the filing.
  • 15 demand letters received: Patrick received two demand letters from purported shareholders, and LCI received 13 demand letters from purported stockholders, as of the supplement date.
  • Special meetings scheduled: Both the Patrick special meeting (10:00 a.m., Eastern Time) and the LCI special meeting (9:00 a.m., Eastern Time) are set for November 18, 2026.
  • Merger structure: Under the merger agreement dated June 30, 2026, LCI is to become a direct wholly owned subsidiary of Patrick through a two-step merger process.
  • Voluntary supplemental disclosures: Patrick and LCI stated they are voluntarily supplementing proxy disclosures to "moot these disclosure claims, to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the merger," without admitting liability.
  • Financial advisor section updated: The supplement amends and restates the J.P. Morgan Securities LLC public trading multiples section from the original proxy.

LCI-Patrick Merger Proxy Supplement: Litigation, Demand Letters, and Financial Advisor Updates

LCI Industries (NYSE:LCII), a Delaware corporation and manufacturer serving the recreational vehicle and adjacent industries, filed this Supplement No. 2 to its joint proxy statement/prospectus on November 9, 2026. The supplement further amends the definitive joint proxy statement/prospectus originally dated October 19, 2026, and previously supplemented on October 30, 2026, in connection with the proposed merger between LCI and Patrick Industries, Inc., an Indiana corporation. The merger agreement was entered into on June 30, 2026, and contemplates that LCI will ultimately become a direct wholly owned subsidiary of Patrick via a two-step merger structure.

According to the filing, as of the supplement date, two complaints have been filed by purported LCI stockholders against LCI and members of its board in New York state courts. The complaints "allege that the defendants were negligent in misrepresenting or omitting material facts under New York common law because the joint proxy statement/prospectus misrepresents or omits certain purportedly material information." Beyond the lawsuits, LCI reported receiving 13 demand letters from purported stockholders, while Patrick reported receiving two demand letters from purported shareholders. The demand letters allege the joint proxy statement/prospectus omits or misrepresents information relating to the merger background, financial projections, and financial advisor analyses.

Patrick and LCI stated in the filing that they "believe that the disclosures set forth in the joint proxy statement/prospectus comply fully with applicable law and exchange rules" and that they "specifically dispute all allegations" in the respective demand letters. The companies disclosed that they are voluntarily supplementing certain proxy disclosures solely to moot the disclosure claims and avoid delay, without admitting any wrongdoing or the materiality of the claims. The supplement also amends and restates in its entirety the section covering J.P. Morgan Securities LLC's public trading multiples analysis, which compared selected financial data of Patrick and LCI against publicly traded companies judged to be sufficiently analogous.

What Was Disclosed

This supplement to the LCI-Patrick merger proxy disclosed two stockholder lawsuits filed in New York state courts and a combined 15 demand letters received by the two companies. It also provided voluntary supplemental disclosures on financial advisor analyses and confirmed that both companies' special meetings remain scheduled for November 18, 2026.