lyts20260224_424b5.htm

424B5 1 lyts20260224_424b5.htm FORM 424B5 lyts20260224_424b5.htm

Filed pursuant to Rule 424(b)(5)
Registration No. 333-290202

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 25, 2026

PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated September 22, 2025)

$90,000,000

Shares of Common Stock

We are offering shares of our common stock, without par value (“Common Stock”) pursuant to this prospectus supplement and the accompanying prospectus. The offering price for each share of Common Stock is $ .

Our Common Stock is listed on The NASDAQ Global Select Market under the symbol “LYTS”. On February 24, 2026, the last reported sale price of our Common Stock on The NASDAQ Global Select Market was $21.96 per share.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page S-5 of this prospectus supplement and under similar headings in the other documents that are incorporated by reference in this prospectus supplement and the accompanying prospectus.

	Per Share	Total
Price to the public	$	$
Underwriting discounts and commissions⁽¹⁾	$	$
Proceeds, before expenses, to us	$	$

(1) See “Underwriting” beginning on page S-10 for additional information regarding underwriting compensation.

We have granted the underwriters an option to purchase for a period of 30 days from the date of this prospectus supplement up to an additional shares of our common stock at the public offering price, less underwriting discounts and commissions. If the underwriters exercise this option in full, the total underwriting discounts will be $ and our total proceeds, before expenses, will be $ .

Delivery of the shares of common stock is expected to be made on or about March , 2026, subject to the satisfaction of customary closing conditions.

ABOUT THIS PROSPECTUS SUPPLEMENT	S-ii
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS	S-iv
PROSPECTUS SUPPLEMENT SUMMARY	S-1
THE OFFERING	S-4
RISK FACTORS	S-5
USE OF PROCEEDS	S-7
DIVIDEND POLICY	S-8
DILUTION	S-9
UNDERWRITING	S-10
DESCRIPTION OF SECURITIES WE ARE OFFERING	S-16
LEGAL MATTERS	S-17
EXPERTS	S-18
WHERE YOU CAN FIND ADDITIONAL INFORMATION	S-19
INCORPORATION BY REFERENCE	S-20

	Page
ABOUT THIS PROSPECTUS	1
WHERE YOU CAN FIND MORE INFORMATION	2
INFORMATION INCORPORATED BY REFERENCE	2
THE COMPANY	3
RISK FACTORS	4
NOTE REGARDING FORWARD-LOOKING STATEMENTS	4
USE OF PROCEEDS	5
DESCRIPTION OF CAPITAL STOCK	5
DESCRIPTION OF WARRANTS	7
DESCRIPTION OF DEBT SECURITIES	10
SELLING STOCKHOLDERS	18
PLAN OF DISTRIBUTION	19
LEGAL MATTERS	20
EXPERTS	20

Common stock offered by us		shares of our common stock

Underwriters’ option to purchase additional shares		We have granted the underwriters an option, exercisable in whole or in part, for a period of 30 days from and including the date of this prospectus supplement, to purchase up to an additional shares of common stock from us.

Common stock outstanding immediately before this offering		shares of our common stock

Common stock to be outstanding after this offering		shares (or shares of Common Stock, assuming full exercise of the underwriters’ option to purchase additional shares of common stock.

Use of Proceeds		We currently intend to use the net proceeds of this offering to implement our growth and acquisition strategy, including (i) payment of a portion of the purchase price for our proposed Royston Acquisition pursuant to the Royston Merger Agreement; (ii) repayment of borrowings under the Proposed Senior Secured Credit Facility to be used to fund the purchase price of the Royston Acquisition, which is expected to close in the third quarter of fiscal year 2026; and/or (iii) for general working capital and corporate purposes. See “Use of Proceeds”.

Risk Factors		Before deciding to invest in our shares of common stock, you should carefully consider the risks related to our business, this offering and our shares of common stock. See “Risk Factors” on page S-5 in this prospectus supplement, in the accompanying prospectus and in the documents incorporated by reference herein and therein.

Nasdaq Global Select Market Symbol		“LYTS”

Public offering price per share			$
Net tangible book value per share as of December 31, 2025	$	3.70
Increase in net tangible book value per share attributable to this offering
As adjusted net tangible book value per share after this offering
Dilution per share to new investors participating in this offering			$
As further adjusted to give effect to Royston Acquisition common stock issuance

	Shares of Common Stock Beneficially Owned						Shares of Common Stock Beneficially Owned After the Sale of the Maximum Number of Shares of Common Stock
Name and Address of Beneficial Owner⁽¹⁾	Number of Shares(2)		Percentage of Common Stock Outstanding		Common Stock that may be Offered for Resale		Number of Shares		Percentage of Common Stock Outstanding
James A. Clark		917,801		3.0%		751,208		166,593		*
James E. Galeese		410,760		1.3%		372,380		38,380		*
Thomas A. Caneris		447,939		1.4%		411,231		36,708		*

SEC Form 424B5 filed by LSI Industries Inc.