# LCI Industries (LCII) 10-Q SEC filing - Q2 FY2026

- Filed: Aug 5, 2026, 11:08 AM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q2 2026
- Accession: 0000763744-26-000070
- OpenCapital page: https://www.opencapital.sh/filings/0000763744-26-000070
- Markdown URL: https://www.opencapital.sh/filings/0000763744-26-000070.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/763744/000076374426000070/0000763744-26-000070-index.htm

## Filing documents

- [10-Q (lcii-20260630.htm)](https://www.sec.gov/Archives/edgar/data/763744/000076374426000070/lcii-20260630.htm)
- [EX-10.1 (ex101amended2018omnibusinc.htm)](https://www.sec.gov/Archives/edgar/data/763744/000076374426000070/ex101amended2018omnibusinc.htm)
- [EX-10.4 (ex104schnuremploymentagree.htm)](https://www.sec.gov/Archives/edgar/data/763744/000076374426000070/ex104schnuremploymentagree.htm)
- [EX-10.5 (ex105smithemploymentagreem.htm)](https://www.sec.gov/Archives/edgar/data/763744/000076374426000070/ex105smithemploymentagreem.htm)
- [EX-31.1 (lcii-06302026xex311.htm)](https://www.sec.gov/Archives/edgar/data/763744/000076374426000070/lcii-06302026xex311.htm)
- [EX-31.2 (lcii-06302026xex312.htm)](https://www.sec.gov/Archives/edgar/data/763744/000076374426000070/lcii-06302026xex312.htm)
- [EX-32.1 (lcii-06302026xex321.htm)](https://www.sec.gov/Archives/edgar/data/763744/000076374426000070/lcii-06302026xex321.htm)
- [EX-32.2 (lcii-06302026xex322.htm)](https://www.sec.gov/Archives/edgar/data/763744/000076374426000070/lcii-06302026xex322.htm)

---

## 10-Q

SEC source: [lcii-20260630.htm](https://www.sec.gov/Archives/edgar/data/763744/000076374426000070/lcii-20260630.htm)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2026

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to _________________

Commission File Number: 001-13646

LCI INDUSTRIES

(Exact name of registrant as specified in its charter)

|  |  |
| --- | --- |
| Delaware | 13-3250533 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification Number) |
| 3501 County Road 6 East | 46514 |
| Indiana | (Zip Code) |
| (Address of principal executive offices) |  |

(574) 535-1125

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report) N/A

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $.01 par value LCII New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock, as of the latest practicable date (July 31, 2026) was 24,311,507 shares of common stock.

LCI INDUSTRIES

TABLE OF CONTENTS

Page

PART I – [FINANCIAL INFORMATION](#i2b175746ef5c4a6384e2571a4d1dd46c_10)

[ITEM 1 – FINANCIAL STATEMENTS](#i2b175746ef5c4a6384e2571a4d1dd46c_13)

[CONDENSED CONSOLIDATED STATEMENTS OF INCOME](#i2b175746ef5c4a6384e2571a4d1dd46c_16) [4](#i2b175746ef5c4a6384e2571a4d1dd46c_16)

[CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME](#i2b175746ef5c4a6384e2571a4d1dd46c_19) [5](#i2b175746ef5c4a6384e2571a4d1dd46c_19)

[CONDENSED CONSOLIDATED BALANCE SHEETS](#i2b175746ef5c4a6384e2571a4d1dd46c_22) [6](#i2b175746ef5c4a6384e2571a4d1dd46c_22)

[CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS](#i2b175746ef5c4a6384e2571a4d1dd46c_25) [7](#i2b175746ef5c4a6384e2571a4d1dd46c_25)

[CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY](#i2b175746ef5c4a6384e2571a4d1dd46c_28) [9](#i2b175746ef5c4a6384e2571a4d1dd46c_28)

[NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS](#i2b175746ef5c4a6384e2571a4d1dd46c_31) [11](#i2b175746ef5c4a6384e2571a4d1dd46c_34)

[ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#i2b175746ef5c4a6384e2571a4d1dd46c_91) [27](#i2b175746ef5c4a6384e2571a4d1dd46c_91)

[ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#i2b175746ef5c4a6384e2571a4d1dd46c_130) [39](#i2b175746ef5c4a6384e2571a4d1dd46c_130)

[ITEM 4 – CONTROLS AND PROCEDURES](#i2b175746ef5c4a6384e2571a4d1dd46c_133) [40](#i2b175746ef5c4a6384e2571a4d1dd46c_133)

PART II – [OTHER INFORMATION](#i2b175746ef5c4a6384e2571a4d1dd46c_136)

[ITEM 1 – LEGAL PROCEEDINGS](#i2b175746ef5c4a6384e2571a4d1dd46c_139) [41](#i2b175746ef5c4a6384e2571a4d1dd46c_139)

[ITEM 1A – RISK FACTORS](#i2b175746ef5c4a6384e2571a4d1dd46c_142) [41](#i2b175746ef5c4a6384e2571a4d1dd46c_142)

[ITEM 2](#i2b175746ef5c4a6384e2571a4d1dd46c_145)[–](#i2b175746ef5c4a6384e2571a4d1dd46c_148)[UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](#i2b175746ef5c4a6384e2571a4d1dd46c_145) [43](#i2b175746ef5c4a6384e2571a4d1dd46c_145)

[ITEM 5 – OTHER INFORMATION](#i2b175746ef5c4a6384e2571a4d1dd46c_148) [43](#i2b175746ef5c4a6384e2571a4d1dd46c_148)

[ITEM 6 – EXHIBITS](#i2b175746ef5c4a6384e2571a4d1dd46c_154) [43](#i2b175746ef5c4a6384e2571a4d1dd46c_154)

[SIGNATURES](#i2b175746ef5c4a6384e2571a4d1dd46c_157) [45](#i2b175746ef5c4a6384e2571a4d1dd46c_157)

EXHIBIT 31.1 - SECTION 302 CEO CERTIFICATION

EXHIBIT 31.2 - SECTION 302 CFO CERTIFICATION

EXHIBIT 32.1 - SECTION 906 CEO CERTIFICATION

EXHIBIT 32.2 - SECTION 906 CFO CERTIFICATION

PART I – FINANCIAL INFORMATION

## ITEM 1 – FINANCIAL STATEMENTS

**LCI INDUSTRIES**

### CONDENSED CONSOLIDATED STATEMENTS OF INCOME

_(Unaudited)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| (In thousands, except per share amounts) |  |  |  |  |
| Net sales | $968,675 | $1,107,250 | $2,059,192 | $2,152,840 |
| Cost of sales | 667,531 | 837,229 | 1,484,383 | 1,631,070 |
| Gross profit | 301,144 | 270,021 | 574,809 | 521,770 |
| Warehouse and transportation | 61,342 | 54,235 | 117,224 | 104,090 |
| Selling, general and administrative expenses | 143,842 | 127,982 | 266,466 | 248,559 |
| Operating profit | 95,960 | 87,804 | 191,119 | 169,121 |
| Interest expense, net | 6,319 | 9,689 | 16,232 | 15,680 |
| Loss on extinguishment of debt | — | — | — | 8,053 |
| Gain on sale of real estate | (554) | — | (554) | — |
| Income before income taxes | 90,195 | 78,115 | 175,441 | 145,388 |
| Provision for income taxes | 23,054 | 20,480 | 45,353 | 38,315 |
| Net income | $67,141 | $57,635 | $130,088 | $107,073 |
| Net income per common share: |  |  |  |  |
| Basic | $2.76 | $2.29 | $5.36 | $4.23 |
| Diluted | $2.75 | $2.29 | $5.29 | $4.23 |
| Weighted average common shares outstanding: |  |  |  |  |
| Basic | 24,314 | 25,157 | 24,274 | 25,297 |
| Diluted | 24,392 | 25,157 | 24,571 | 25,297 |

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

**LCI INDUSTRIES**

### CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

_(Unaudited)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| (In thousands) |  |  |  |  |
| Net income | $67,141 | $57,635 | $130,088 | $107,073 |
| Other comprehensive income (loss): |  |  |  |  |
| Net foreign currency translation adjustment | (1,585) | 22,268 | (8,898) | 32,697 |
| Total comprehensive income | $65,556 | $79,903 | $121,190 | $139,770 |

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

**LCI INDUSTRIES**

### CONDENSED CONSOLIDATED BALANCE SHEETS

_(Unaudited)_

| Line item | June 30, 2026 | 2025 |
| --- | --- | --- |
| (In thousands, except per share amount) |  |  |
| ASSETS |  |  |
| Current assets |  |  |
| Cash and cash equivalents | $216,512 | $222,615 |
| Accounts receivable, net of allowances of $11,625 and $6,828 at June 30, 2026 and December 31, 2025, respectively | 383,004 | 243,425 |
| Inventories, net | 768,976 | 809,094 |
| Prepaid expenses and other current assets | 116,232 | 74,552 |
| Total current assets | 1,484,724 | 1,349,686 |
| Fixed assets, net | 414,775 | 428,031 |
| Goodwill | 619,125 | 622,183 |
| Other intangible assets, net | 372,869 | 402,568 |
| Operating lease right-of-use assets | 275,225 | 272,995 |
| Other long-term assets | 101,184 | 100,524 |
| Total assets | $3,267,902 | $3,175,987 |
| LIABILITIES AND STOCKHOLDERS' EQUITY |  |  |
| Current liabilities |  |  |
| Current maturities of long-term indebtedness | $3,658 | $3,683 |
| Accounts payable, trade | 208,855 | 202,257 |
| Current portion of operating lease obligations | 45,233 | 44,174 |
| Accrued expenses and other current liabilities | 339,504 | 223,253 |
| Total current liabilities | 597,250 | 473,367 |
| Long-term indebtedness | 848,932 | 941,502 |
| Operating lease obligations | 248,358 | 246,047 |
| Deferred taxes | 27,820 | 27,495 |
| Other long-term liabilities | 113,790 | 126,743 |
| Total liabilities | 1,836,150 | 1,815,154 |
| Stockholders' equity |  |  |
| Common stock, par value $.01 per share | 290 | 289 |
| Paid-in capital | 261,845 | 255,118 |
| Retained earnings | 1,352,746 | 1,279,657 |
| Accumulated other comprehensive income | 28,784 | 37,682 |
| Stockholders' equity before treasury stock | 1,643,665 | 1,572,746 |
| Treasury stock, at cost | (211,913) | (211,913) |
| Total stockholders' equity | 1,431,752 | 1,360,833 |
| Total liabilities and stockholders' equity | $3,267,902 | $3,175,987 |

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

**LCI INDUSTRIES**

### CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

_(Unaudited)_

| (In thousands) | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Cash flows from operating activities: |  |  |
| Net income | $130,088 | $107,073 |
| Adjustments to reconcile net income to cash flows provided by operating activities: |  |  |
| Depreciation and amortization | 60,656 | 59,865 |
| Stock-based compensation expense | 12,303 | 10,949 |
| Loss on extinguishment of debt | — | 8,053 |
| Gain on sale of real estate | (554) | — |
| Other non-cash items | 901 | 6,514 |
| Changes in assets and liabilities, net of acquisitions of businesses: |  |  |
| Accounts receivable, net | (140,583) | (168,012) |
| Inventories, net | 38,774 | 62,977 |
| Prepaid expenses and other assets | (43,906) | (4,899) |
| Accounts payable, trade | 8,698 | 33,012 |
| Accrued expenses and other liabilities | 103,841 | 39,405 |
| Net cash flows provided by operating activities | 170,218 | 154,937 |
| Cash flows from investing activities: |  |  |
| Capital expenditures | (28,432) | (21,774) |
| Acquisition of businesses | — | (98,187) |
| Proceeds from sale of real estate | 2,156 | — |
| Other investing activities | 3,159 | (3,389) |
| Net cash flows used in investing activities | (23,117) | (123,350) |
| Cash flows from financing activities: |  |  |
| Vesting of stock-based awards, net of shares tendered for payment of taxes | (6,695) | (4,858) |
| Repayments under revolving credit facility | — | (19,261) |
| Proceeds from term loan borrowings | — | 391,000 |
| Repayments under term loan and other borrowings | (2,222) | (281,525) |
| Proceeds from issuance of convertible notes | — | 448,500 |
| Repurchase of convertible notes | (92,000) | (368,920) |
| Purchases of convertible note hedge contracts | — | (67,574) |
| Proceeds from issuance of warrants concurrent with note hedge contracts | — | 27,600 |
| Partial unwind of convertible note hedge and warrants | — | 1,378 |
| Payment of debt issuance costs | — | (4,821) |
| Payment of dividends | (55,879) | (58,388) |
| Repurchases of common stock | — | (66,338) |
| Other financing activities | — | (895) |
| Net cash flows used in financing activities | (156,796) | (4,102) |
| Effect of exchange rate changes on cash and cash equivalents | 3,592 | (1,310) |
| Net (decrease) increase in cash and cash equivalents | (6,103) | 26,175 |
| Cash and cash equivalents at beginning of period | 222,615 | 165,756 |
| Cash and cash equivalents at end of period | $216,512 | $191,931 |

**LCI INDUSTRIES**

### CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

_(Unaudited)_

| (In thousands) | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Supplemental disclosure of cash flow information: |  |  |
| Cash paid during the period for: |  |  |
| Interest | $19,945 | $15,342 |
| Income taxes | $44,930 | $24,676 |
| Non-cash investing and financing activities: |  |  |
| Purchase of property and equipment in accrued expenses | $510 | $168 |

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

**LCI INDUSTRIES**

### CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

_(Unaudited)_

| (In thousands, except shares and per share amounts) | Common Stock | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Treasury Stock | Total Stockholders’Equity |
| --- | --- | --- | --- | --- | --- | --- |
| Balance - December 31, 2024 | $288 | $257,486 | $1,208,096 | $3,232 | $(82,216) | $1,386,886 |
| Net income | — | — | 49,438 | — | — | 49,438 |
| Issuance of 82,153 shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes | 1 | (4,814) | — | — | — | (4,813) |
| Stock-based compensation expense | — | 4,933 | — | — | — | 4,933 |
| Purchase of convertible note hedge contracts, net of tax | — | (51,382) | — | — | — | (51,382) |
| Issuance of warrants | — | 27,600 | — | — | — | 27,600 |
| Partial unwind of convertible note hedge and warrants | — | 1,378 | — | — | — | 1,378 |
| Repurchase of 308,898 shares of common stock, including excise tax | — | — | — | — | (28,404) | (28,404) |
| Other comprehensive income | — | — | — | 10,429 | — | 10,429 |
| Cash dividends ($1.15 per share) | — | — | (29,352) | — | — | (29,352) |
| Dividend equivalents on stock-based awards | — | 655 | (655) | — | — | — |
| Balance - March 31, 2025 | $289 | $235,856 | $1,227,527 | $13,661 | $(110,620) | $1,366,713 |
| Net income | — | — | 57,635 | — | — | 57,635 |
| Issuance of 14,065 shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes | — | (45) | — | — | — | (45) |
| Stock-based compensation expense | — | 6,016 | — | — | — | 6,016 |
| Repurchase of 424,132 shares of common stock, including excise tax | — | — | — | — | (38,451) | (38,451) |
| Other comprehensive income | — | — | — | 22,268 | — | 22,268 |
| Cash dividends ($1.15 per share) | — | — | (29,036) | — | — | (29,036) |
| Dividend equivalents on stock-based awards | — | 663 | (663) | — | — | — |
| Balance - June 30, 2025 | $289 | $242,490 | $1,255,463 | $35,929 | $(149,071) | $1,385,100 |

**LCI INDUSTRIES**

### CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

_(Unaudited)_

| (In thousands, except shares and per share amounts) | Common Stock | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Treasury Stock | Total Stockholders’Equity |
| --- | --- | --- | --- | --- | --- | --- |
| Balance - December 31, 2025 | $289 | $255,118 | $1,279,657 | $37,682 | $(211,913) | $1,360,833 |
| Net income | — | — | 62,947 | — | — | 62,947 |
| Issuance of 85,540 shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes | 1 | (6,626) | — | — | — | (6,625) |
| Stock-based compensation expense | — | 5,300 | — | — | — | 5,300 |
| Other comprehensive loss | — | — | — | (7,313) | — | (7,313) |
| Cash dividends ($1.15 per share) | — | — | (27,927) | — | — | (27,927) |
| Dividend equivalents on stock-based awards | — | 569 | (569) | — | — | — |
| Balance - March 31, 2026 | $290 | $254,361 | $1,314,108 | $30,369 | $(211,913) | $1,387,215 |
| Net income | — | — | 67,141 | — | — | 67,141 |
| Issuance of 27,204 shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes | — | (70) | — | — | — | (70) |
| Stock-based compensation expense | — | 7,003 | — | — | — | 7,003 |
| Other comprehensive loss | — | — | — | (1,585) | — | (1,585) |
| Cash dividends ($1.15 per share) | — | — | (27,952) | — | — | (27,952) |
| Dividend equivalents on stock-based awards | — | 551 | (551) | — | — | — |
| Balance - June 30, 2026 | $290 | $261,845 | $1,352,746 | $28,784 | $(211,913) | $1,431,752 |

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

LCI INDUSTRIES

### NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

The Condensed Consolidated Financial Statements include the accounts of LCI Industries and its wholly-owned subsidiaries ("LCII" and collectively with its subsidiaries, the "Company," "we," "us," or "our"). LCII has no unconsolidated subsidiaries. All significant intercompany balances and transactions have been eliminated.

LCII, through its wholly-owned subsidiary, Lippert Components, Inc. and its subsidiaries (collectively, "Lippert Components," "LCI," or "Lippert"), is a global leader in supplying engineered components to the outdoor recreation, transportation, marine, and housing industries. In addition to serving original equipment manufacturers ("OEMs"), the Company also caters to aftermarket needs, selling through retail dealers, wholesale distributors, and service centers, as well as direct-to-consumer sales through online platforms. At June 30, 2026, the Company operated over 100 manufacturing facilities located throughout North America and Europe.

The Company's results are influenced by seasonal demand patterns, with sales and profits typically strongest in the second quarter and weakest in the fourth quarter. However, economic conditions, dealer inventory fluctuations, and consumer trends can impact these patterns. Additionally, many of the optional upgrades and non-critical replacement parts for recreational vehicles ("RVs") are purchased outside the normal product selling season, thereby causing certain Aftermarket Segment sales to be counter-seasonal.

The Company is not aware of any significant events which occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the Condensed Consolidated Financial Statements.

In the opinion of management, the information furnished in this Form 10-Q reflects all adjustments necessary for a fair statement of the financial position and results of operations for the interim periods presented. The Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q, and therefore do not include some information necessary to conform to annual reporting requirements. Results for interim periods should not be considered indicative of results for the full year.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to product returns, sales and purchase rebates, accounts receivable, inventories, goodwill and other intangible assets, net assets of acquired businesses, income taxes, warranty and product recall obligations, self-insurance obligations, tariff refund receivables and the related pass-through to customers, operating lease right-of-use assets and obligations, asset retirement obligations, long-lived assets, pension and post-retirement benefits, stock-based compensation, segment allocations, contingent consideration, environmental liabilities, contingencies, and litigation. The Company bases its estimates on historical experience, other available information, and various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities not readily apparent from other resources. Actual results and events could differ significantly from management estimates.

Risks and Uncertainties

Negative conditions in the general economy in the United States or abroad, including conditions resulting from financial and credit market fluctuations, elevated inflation and interest rates, changes in economic policy, trade uncertainty, including changes in tariffs, sanctions, international treaties, and other trade restrictions, geopolitical tensions, armed conflicts, natural disasters or global public health crises, have negatively impacted, and could continue to negatively impact, the Company’s business, liquidity, financial condition and results of operations.

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Condensed Consolidated Financial Statements presented herein have been prepared by the Company in accordance with the accounting policies described in its Annual Report on Form 10-K for the year ended December 31, 2025 and should be read in conjunction with the Notes to Consolidated Financial Statements which appear in that report.

Tariff Refunds

In February 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act ("IEEPA Tariffs") were not lawful. In March 2026, the Court of International Trade (“CIT”) ordered U.S. Customs and Border Protection (“CBP”) to begin the refund process for importers subject to IEEPA Tariffs, and in April 2026, CBP established an online portal through which importers may submit refund requests. The Company expects to receive $119.3 million in refunds, which represents the amount of IEEPA Tariffs the Company determined it paid while such tariffs were in effect from February 2025 through February 2026.

The Company accounts for recoveries of previously incurred losses when realization is considered probable. The Company received $94.9 million of IEEPA Tariff refunds during each of the three and six months ended June 30, 2026. The Company also received $3.7 million of related interest income, which is included in interest expense, net in the Condensed Consolidated Statement of Income for the three and six months ended June 30, 2026. Based on the status of the refund process and information currently available, the Company determined that recovery of the remaining IEEPA Tariffs previously paid was probable and recorded a receivable of $24.4 million at June 30, 2026, which is included in prepaid expenses and other current assets in the Condensed Consolidated Balance Sheet. The Company recognized $104.8 million of the total expected recovery as a reduction of cost of sales, reflecting the reversal of IEEPA Tariff costs previously recognized in connection with inventory sold to customers, and reduced the carrying value of inventory by $14.5 million for IEEPA Tariff costs included in inventory on hand.

The Company expects to pass through a portion of the IEEPA Tariff refunds received to certain customers. At June 30, 2026, the Company recorded a liability of $88.8 million, which is included in accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheet, and recorded a corresponding reduction to net sales during each of the three and six months ended June 30, 2026 related to IEEPA Tariff refunds expected to be passed through to customers.

The ultimate amount and timing of any remaining recovery and related payments to customers remain subject to uncertainty, including the outcome of the U.S. government’s appeal of the CIT order. Any changes in the estimated recovery or related customer pass-through obligations will be recognized in the period in which such changes are determined.

Recent Accounting Pronouncements

Recently issued accounting pronouncements not yet adopted

In December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which is intended to improve the navigability of the guidance in Accounting Standards Codification 270, Interim Reporting, and clarify when it applies. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. This ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to software development project stages and requires entities to start capitalizing software costs when both of the following occur: (i) management has authorized and committed to funding the software project; and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. This ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires disclosure of disaggregated information about specific categories underlying certain income statement expense line items in the notes to the financial statements for both annual and

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

interim periods. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance.

3. EARNINGS PER SHARE

The following reconciliation details the denominator used in the computation of basic and diluted earnings per share for the periods indicated:

| (In thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Weighted average shares outstanding for basic earnings per share | 24,314 | 25,157 | 24,274 | 25,297 |
| Common stock equivalents pertaining to stock-based awards | 78 | — | 84 | — |
| Dilutive effect of 2030 Convertible Notes | — | — | 213 | — |
| Weighted average shares outstanding for diluted earnings per share | 24,392 | 25,157 | 24,571 | 25,297 |
| Equity instruments excluded from diluted net earnings per share calculation as the effect would have been antidilutive | 285 | 309 | 279 | 307 |

2030 Convertible Notes

For the Company's 3.000 percent convertible senior notes due 2030 (the "2030 Convertible Notes") issued in March 2025, the dilutive effect is calculated using the if-converted method. The Company is required, pursuant to the indenture governing the 2030 Convertible Notes, dated March 14, 2025, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the "2030 Notes Indenture”), to settle the principal amount of the 2030 Convertible Notes in cash and may elect to settle the remaining conversion obligation (i.e., the stock price in excess of the conversion price) in cash, shares of the Company’s common stock, or a combination thereof. Under the if-converted method, the Company includes the number of shares required to satisfy the conversion obligation, assuming all the 2030 Convertible Notes are converted. Because the average closing price of the Company’s common stock, which is used as the basis for determining the dilutive effect on earnings per share, for the three months ended June 30, 2026 was below the conversion price of $116.62, the associated shares were antidilutive for the period. For the six months ended June 30, 2026, the average closing price of the Company's common stock exceeded the conversion price; therefore, the associated shares were dilutive for the period.

In conjunction with the issuance of the 2030 Convertible Notes, the Company, in privately negotiated transactions with certain commercial banks (the “2030 Counterparties”), sold warrants to purchase 3.9 million shares of the Company’s common stock (the “2030 Warrants”). The 2030 Warrants have a strike price of $182.94 per share, subject to customary anti-dilution adjustments. For calculating the dilutive effect of the 2030 Warrants, the Company uses the treasury stock method, which assumes exercise of the 2030 Warrants at the beginning of the period, or at time of issuance if later, and issuance of shares of common stock upon exercise. Proceeds from the exercise of the 2030 Warrants are assumed to be used to repurchase shares of the Company’s common stock at the average market price during the period. The incremental shares, representing the number of shares assumed to be received upon the exercise of the 2030 Warrants less the number of shares repurchased, are included in diluted shares. For each of the three and six months ended June 30, 2026, the average share price was below the Warrant strike price of $182.94 per share, and therefore 3.9 million shares were considered antidilutive.

In connection with the issuance of the 2030 Convertible Notes, the Company entered into privately negotiated call option contracts on the Company’s common stock (the “2030 Convertible Note Hedge Transactions”) with the 2030 Counterparties. The aggregate cost to the Company of the 2030 Convertible Note Hedge Transactions was $67.6 million pursuant to the 2030 Convertible Note Hedge Transactions. The 2030 Convertible Note Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those in the 2030 Convertible Notes, approximately 3.9 million shares of the Company’s common stock, the same number of shares initially underlying the 2030 Convertible Notes, at a strike price of approximately $116.62, subject to customary anti-dilution adjustments. The 2030 Convertible Note Hedge Transactions will

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

expire upon the maturity of the 2030 Convertible Notes, subject to earlier exercise or termination. Exercise of the 2030 Convertible Note Hedge Transactions would reduce the number of shares of the Company’s common stock outstanding, and therefore would be antidilutive.

2026 Convertible Notes

For the Company's 1.125 percent convertible senior notes due 2026 (the "2026 Convertible Notes") issued in May 2021, the dilutive effect is calculated using the if-converted method. Prior to maturity, the Company was required, pursuant to the indenture governing the 2026 Convertible Notes, dated May 13, 2021, by and between the Company and U.S. Bank National Association, as trustee (the "2026 Notes Indenture"), to settle the principal amount of the 2026 Convertible Notes in cash and could have elected to settle the remaining conversion obligation (i.e., the stock price in excess of the conversion price) in cash, shares of the Company's common stock, or a combination thereof. Under the if-converted method, the Company includes the number of shares required to satisfy the conversion obligation, assuming all the 2026 Convertible Notes had been converted. Because the average closing price of the Company's common stock, which is used as the basis for determining the dilutive effect on earnings per share, for each of the three and six months ended June 30, 2026 was less than the adjusted conversion price of $157.01, all associated shares were antidilutive. The remaining outstanding principal balance of the 2026 Convertible Notes was paid in cash at maturity in May 2026, and no shares of the Company's common stock were issued upon maturity of the 2026 Convertible Notes.

In conjunction with the issuance of the 2026 Convertible Notes, the Company, in privately negotiated transactions with certain commercial banks (the "2026 Counterparties"), sold warrants to purchase 2.8 million shares of the Company's common stock (the "2026 Warrants"). The 2026 Warrants have a strike price of $245.41 per share, as adjusted for and subject to customary anti-dilution adjustments. For calculating the dilutive effect of the 2026 Warrants, the Company uses the treasury stock method, which assumes exercise of the 2026 Warrants at the beginning of the period, or at time of issuance if later, and issuance of shares of common stock upon exercise. Proceeds from the exercise of the 2026 Warrants are assumed to be used to repurchase shares of the Company's common stock at the average market price during the period. The incremental shares, representing the number of shares assumed to be received upon the exercise of the 2026 Warrants less the number of shares repurchased, are included in diluted shares. Concurrently with the 2026 Convertible Note Repurchases (as defined below), we entered into agreements to terminate a proportionate amount of the 2026 Warrants, which resulted in a reduction of the number of shares of common stock underlying the 2026 Warrants to an aggregate of 0.6 million shares of common stock. The remaining 2026 Warrants are scheduled to expire on August 15, 2026. For each of the three and six months ended June 30, 2026, the average share price was below the 2026 Warrant adjusted strike price of $245.41 per share, and therefore 0.6 million shares were considered antidilutive.

In connection with the issuance of the 2026 Convertible Notes, the Company entered into privately negotiated call option contracts on the Company's common stock (the "2026 Convertible Note Hedge Transactions") with the 2026 Counterparties. The Company paid an aggregate amount of $100.1 million to the 2026 Counterparties pursuant to the 2026 Convertible Note Hedge Transactions. The 2026 Convertible Note Hedge Transactions initially covered, subject to anti-dilution adjustments substantially similar to those in the 2026 Convertible Notes, approximately 2.8 million shares of the Company's common stock, the same number of shares initially underlying the 2026 Convertible Notes, at an initial strike price of approximately $165.65, subject to customary anti-dilution adjustments. The 2026 Convertible Note Hedge Transactions will expire upon the maturity of the 2026 Convertible Notes, subject to earlier exercise or termination. Concurrently with the 2026 Convertible Note Repurchases, we entered into agreements to terminate a proportionate amount of the 2026 Convertible Note Hedge Transactions, which resulted in a reduction of the number of shares of common stock underlying the 2026 Convertible Note Hedge Transactions to an aggregate of 0.6 million shares of common stock. The remaining 2026 Convertible Note Hedge Transactions expired unexercised upon the maturity of the 2026 Convertible Notes in May 2026. Exercise of the 2026 Convertible Note Hedge Transactions would have reduced the number of shares of the Company's common stock outstanding, and therefore would have been antidilutive.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

Changes in the carrying amount of goodwill by reportable segment were as follows:

| (In thousands) | OEM Segment | Aftermarket Segment | Total |
| --- | --- | --- | --- |
| Net balance – December 31, 2025 | $447,971 | $174,212 | $622,183 |
| Purchase accounting adjustments | (34) | (28) | (62) |
| Foreign currency translation | (2,711) | (285) | (2,996) |
| Net balance – June 30, 2026 | $445,226 | $173,899 | $619,125 |

Goodwill represents the excess of the total consideration given in an acquisition of a business over the fair value of the net tangible and identifiable intangible assets acquired. Goodwill is not amortized, but instead is tested at the reporting unit level for impairment annually in November, or more frequently if certain circumstances indicate a possible impairment may exist.

Other Intangible Assets

Other intangible assets consisted of the following at June 30, 2026:

| (In thousands) | Gross Cost | Accumulated Amortization | Net Balance | Estimated Useful Life in Years |
| --- | --- | --- | --- | --- |
| Customer relationships | $540,292 | $275,123 | $265,169 | 20 |
| Patents | 81,991 | 51,383 | 30,608 | 20 |
| Trade names (finite life) | 108,492 | 39,185 | 69,307 | 20 |
| Trade names (indefinite life) | 7,432 | — | 7,432 | Indefinite |
| Non-compete agreements | 3,384 | 3,252 | 132 | 6 |
| Other | 459 | 238 | 221 | 12 |
| Other intangible assets | $742,050 | $369,181 | $372,869 |  |

Other intangible assets consisted of the following at December 31, 2025:

| (In thousands) | Gross Cost | Accumulated Amortization | Net Balance | Estimated Useful Life in Years |
| --- | --- | --- | --- | --- |
| Customer relationships | $553,520 | $267,043 | $286,477 | 20 |
| Patents | 95,119 | 60,163 | 34,956 | 20 |
| Trade names (finite life) | 109,327 | 36,040 | 73,287 | 20 |
| Trade names (indefinite life) | 7,432 | — | 7,432 | Indefinite |
| Non-compete agreements | 4,183 | 4,005 | 178 | 6 |
| Other | 458 | 220 | 238 | 12 |
| Other intangible assets | $770,039 | $367,471 | $402,568 |  |

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5. INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out (FIFO) method) or net realizable value. Cost includes material, labor, and overhead. Inventories consisted of the following at:

| (In thousands) | June 30, 2026 | 2025 |
| --- | --- | --- |
| Raw materials | $463,590 | $494,701 |
| Work in process | 42,225 | 42,883 |
| Finished goods | 263,161 | 271,510 |
| Inventories, net | $768,976 | $809,094 |

At June 30, 2026 and December 31, 2025, the Company had recorded inventory obsolescence reserves of $81.6 million and $80.4 million, respectively.

6. FIXED ASSETS

Fixed assets consisted of the following at:

| (In thousands) | June 30, 2026 | 2025 |
| --- | --- | --- |
| Fixed assets, at cost | $988,955 | $983,718 |
| Less accumulated depreciation and amortization | 574,180 | 555,687 |
| Fixed assets, net | $414,775 | $428,031 |

7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following at:

| (In thousands) | June 30, 2026 | 2025 |
| --- | --- | --- |
| Employee compensation and benefits | $90,396 | $80,023 |
| Accrued tariff pass-through obligation | 88,792 | — |
| Current portion of accrued warranty | 47,850 | 44,901 |
| Customer rebates | 26,419 | 25,751 |
| Other | 86,047 | 72,578 |
| Accrued expenses and other current liabilities | $339,504 | $223,253 |

Estimated costs related to product warranties are accrued at the time products are sold. In estimating its future warranty obligations, the Company considers various factors, including the Company's historical warranty costs, warranty claim lag, and sales. The following table provides a reconciliation of the activity related to the Company's accrued warranty, including both the current and long-term portions, for the six months ended June 30:

| (In thousands) | 2026 | 2025 |
| --- | --- | --- |
| Balance at beginning of period | $75,861 | $65,485 |
| Provision for warranty expense issued during the period | 20,621 | 22,200 |
| Provision for warranty expense for preexisting warranties | 8,912 | 9,906 |
| Warranty costs paid | (25,134) | (25,351) |
| Balance at end of period | 80,260 | 72,240 |
| Less long-term portion | (32,410) | (29,460) |
| Current portion of accrued warranty at end of period | $47,850 | $42,780 |

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

8. LONG-TERM INDEBTEDNESS

Long-term debt consisted of the following at:

| (In thousands) | June 30, 2026 | 2025 |
| --- | --- | --- |
| 2030 Convertible Notes | $460,000 | $460,000 |
| 2026 Convertible Notes | — | 92,000 |
| Term Loan | 395,010 | 397,005 |
| Revolving Credit Loan | — | — |
| Other | 8,993 | 9,062 |
| Unamortized deferred financing fees | (11,413) | (12,882) |
|  | 852,590 | 945,185 |
| Less current portion | (3,658) | (3,683) |
| Long-term indebtedness | $848,932 | $941,502 |

Credit Agreement

The Company and certain of its subsidiaries are party to a credit agreement dated March 25, 2025 with JPMorgan Chase, N.A., as a lender and administrative agent, and other bank lenders, which was amended by an Amendment No. 1 dated September 26, 2025 ("Amendment No. 1" and the credit agreement as amended, the "Credit Agreement"). The Credit Agreement provides for a $600.0 million revolving credit facility (of which up to $50.0 million is available for the issuance of letters of credit (the "LC Facility") and up to $400.0 million is available in approved foreign currencies). The Credit Agreement also provides for term loans (the "Term Loans") to the Company in an aggregate principal amount of $400.0 million. The maturity date of the Term Loans is March 25, 2032 and the maturity date of the revolving credit facility is March 25, 2030 or, if earlier, the date that is 91 days prior to the scheduled maturity date of any 2030 Convertible Notes outstanding at any such time or the date on which the revolving commitments are reduced to zero or otherwise terminated. The Term Loans are required to be repaid in equal $1.0 million quarterly installments, which commenced on June 30, 2025. The Credit Agreement also permits the Company to request incremental loans under the Credit Agreement and certain other incremental equivalent debt in an aggregate incremental amount equal to the sum of (A) up to the greater of (i) $371.0 million and (ii) an amount equal to 100% of EBITDA for the most recently ended four consecutive fiscal quarters for which financial statements have been delivered pursuant to the Credit Agreement (the “Fixed Incremental Amount”), (B) the amount of any voluntary prepayments of any term loans, incremental equivalent debt or permanent reductions of the revolving commitments as in effect as of the date of the Credit Agreement (which amount shall replenish, but not exceed, the Fixed Incremental Amount), and (C) an unlimited additional amount of additional debt that meets certain requirements set forth in the Credit Agreement, including limitations on any incremental facility that is secured on a pari passu basis or junior basis with the debt under the Credit Agreement, in each case subject to the willingness of the lenders to fund such increase and other customary conditions as further set forth in the Credit Agreement.

Borrowings under the Credit Agreement in U.S. dollars are designated from time to time by the Company to bear interest at either (i) a base rate plus an applicable margin which (a) for borrowings under the revolving credit facility, ranges from 0.25 percent to 1.00 percent depending on the Company's total net leverage ratio (0.50 percent would have been applicable at June 30, 2026 if the Company had elected base rate loans for any revolving credit facility borrowings) and (b) for Term Loans, is 1.25 percent or (ii) a term Secured Overnight Financing Rate ("SOFR") for an interest period selected by the Company plus an applicable margin, which (a) for borrowings under the revolving credit facility ranges from 1.25 percent to 2.00 percent (1.50 percent would have been applicable at June 30, 2026 if the Company had elected term benchmark loans for any revolving credit facility borrowings) depending on the Company’s total net leverage ratio and (b) for any Term Loans, is 2.25 percent. Foreign currency borrowings bear interest at an index rate available in such currencies plus the same additional interest margins applicable to term SOFR benchmark loans under the revolving credit facility based on the Company's total net leverage ratio. At June 30, 2026, the Company had $4.8 million in issued, but undrawn, standby letters of credit under the LC Facility. A commitment fee ranging from 0.175 percent to 0.275 percent (0.200 percent was applicable at June 30, 2026) depending on the Company's total net leverage ratio accrues on the actual daily amount that the revolving commitment exceeds the revolving credit exposure.

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Pursuant to the Credit Agreement, the Company shall not permit its net leverage ratio to exceed certain limits, shall maintain a minimum interest coverage ratio, and must comply with certain other covenants. At June 30, 2026, the Company was in compliance with all financial covenants. The maximum net leverage ratio covenant limits the amount of consolidated outstanding indebtedness that the Company may incur on a trailing twelve-month EBITDA, and there are certain other limitations on the incurrence of indebtedness under the Credit Agreement. Availability under the Company’s revolving credit facility was $595.2 million at June 30, 2026. The Company believes the availability under the revolving credit facility under the Credit Agreement, along with its cash flows from operations, are adequate to finance the Company's anticipated cash requirements for the next twelve months.

At June 30, 2026, the fair value of the Company's floating rate long-term debt under the Credit Agreement approximates the carrying value, as estimated using quoted market prices and discounted future cash flows based on similar borrowing arrangements.

In March 2025, the Company used a portion of the proceeds of the Term Loans to repay the remaining outstanding principal of the term loan under the previous credit agreement of $280.0 million, and the previous credit agreement was terminated. The Company recognized a loss on extinguishment of debt related to the previous term loan of $1.9 million during the six months ended June 30, 2025. As described above, in September 2025, the Company entered into Amendment No. 1 to reprice the Term Loans, resulting in a reduction in the applicable margins by 0.25 percent.

Convertible Notes

2030 Convertible Notes

On March 14, 2025, the Company issued $460.0 million in aggregate principal amount of 2030 Convertible Notes in a private placement to certain qualified institutional buyers, resulting in net proceeds to the Company of approximately $447.0 million after deducting the initial purchasers’ discounts and offering expenses paid by the Company. The 2030 Convertible Notes bear interest at a coupon rate of 3.000 percent per annum, payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2025. The 2030 Convertible Notes will mature on March 1, 2030, unless earlier converted, redeemed, or repurchased, in accordance with their terms.

As of June 30, 2026, the conversion rate of the 2030 Convertible Notes was 8.5745 shares of the Company’s common stock per $1,000 principal amount of the 2030 Convertible Notes. The conversion rate of the 2030 Convertible Notes is subject to further adjustment upon the occurrence of certain specified events. In addition, upon the occurrence of a make-whole fundamental change (as defined in the 2030 Notes Indenture) or upon a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder that elects to convert its 2030 Convertible Notes in connection with such make-whole fundamental change or notice of redemption, as the case may be.

Prior to the close of business on the business day immediately preceding November 1, 2029, the 2030 Convertible Notes are convertible at the option of the holders only under certain circumstances as set forth in the 2030 Notes Indenture. On or after November 1, 2029, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2030 Convertible Notes at any time. Upon conversion, the Company will pay cash up to the aggregate principal amount of the 2030 Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of the Company's common stock, or a combination of cash and shares of the Company's common stock, at the Company's election, in respect of the remainder, if any, of the Company's conversion obligation in excess of the aggregate principal amount of the 2030 Convertible Notes being converted.

The Company may not redeem the 2030 Convertible Notes prior to March 6, 2028, except in the event of a Cleanup Redemption (as defined below). Beginning on March 6, 2028, the Company may redeem for cash all or any portion of the 2030 Convertible Notes, at the Company's option, if (i) the last reported sale price of the Company's common stock has been at least 130 percent of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption and (ii) the Liquidity Conditions (as defined in the 2030 Notes Indenture) are met at a redemption price equal to 100 percent of the principal amount of the 2030 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, the Company may redeem for cash all, but not less than all, of the 2030 Convertible Notes at any time at a redemption price equal to 100 percent of the principal amount of the 2030 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date if (i) the amount of the 2030 Convertible Notes that remains outstanding is less than 25 percent

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

of the aggregate principal amount of the 2030 Convertible Notes initially issued under the 2030 Notes Indenture and (ii) the Liquidity Conditions are met (such redemption, a “Cleanup Redemption”). Upon the occurrence of a fundamental change (as defined in the 2030 Notes Indenture), subject to certain conditions and a limited exception, holders of the 2030 Convertible Notes may require the Company to repurchase for cash all or any portion of their 2030 Convertible Notes in principal amounts of $1,000 or an integral multiple thereof at a repurchase price equal to 100 percent of the principal amount of the 2030 Convertible Notes to be repurchased, plus accrued and unpaid interest on such 2030 Convertible Notes to, but excluding, the fundamental change repurchase date (as defined in the 2030 Notes Indenture).

The 2030 Convertible Notes are senior unsecured obligations and rank senior in right of payment to all of the Company's indebtedness that is expressly subordinated in right of payment to the 2030 Convertible Notes, equal in right of payment with all the Company's liabilities that are not so subordinated, effectively junior to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company's subsidiaries. The 2030 Notes Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the named trustee or the holders of at least 25 percent of the aggregate principal amount of the outstanding 2030 Convertible Notes may declare 100 percent of the principal of, and accrued and unpaid interest, if any, on all the outstanding 2030 Convertible Notes to be due and payable.

The 2030 Convertible Notes are not registered securities nor listed on any securities exchange but may be actively traded by qualified institutional buyers. The fair value of the 2030 Convertible Notes of $504.0 million at June 30, 2026 was estimated using Level 1 inputs, as it is based on quoted prices for these instruments in active markets.

2026 Convertible Notes

On May 13, 2021, the Company issued $460.0 million in aggregate principal amount of 2026 Convertible Notes in a private placement to certain qualified institutional buyers, resulting in net proceeds to the Company of approximately $447.8 million after deducting the initial purchasers' discounts and offering expenses paid by the Company. The 2026 Convertible Notes bore interest at a coupon rate of 1.125 percent per annum, paid semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021.

On March 14, 2025, the Company settled certain separate, privately negotiated transactions (the "2026 Convertible Note Repurchases") with certain holders of the 2026 Convertible Notes to repurchase $368.0 million aggregate principal amount of the 2026 Convertible Notes using $370.3 million of the net proceeds received from the issuance of the 2030 Convertible Notes. In connection with the 2026 Convertible Note Repurchases, the Company recorded a loss on extinguishment of debt of $6.2 million during the six months ended June 30, 2025. Concurrently with the 2026 Convertible Note Repurchases, the Company entered into agreements to terminate a proportionate amount of the 2026 Warrants and the 2026 Convertible Note Hedge Transactions, which resulted in net proceeds to the Company of $1.4 million.

On May 15, 2026, the Company paid in cash the remaining outstanding principal amount of the 2026 Convertible Notes of $92.0 million at maturity, together with accrued and unpaid interest. No shares of the Company's common stock were issued in connection with the maturity and repayment of the 2026 Convertible Notes. The remaining 2026 Convertible Note Hedge Transactions expired unexercised upon the maturity of the 2026 Convertible Notes in May 2026, and the remaining 2026 Warrants are expected to expire unexercised in August 2026.

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

9. LEASES

The Company leases certain manufacturing and warehouse facilities, administrative office space, semi-tractors, trailers, forklifts, and other equipment through operating leases with unrelated third parties. The components of lease expense were as follows:

| (In thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Operating lease expense | $19,001 | $18,055 | $38,311 | $34,625 |
| Short-term lease expense | 692 | 739 | 1,440 | 1,573 |
| Variable lease expense | 1,727 | 1,027 | 3,103 | 1,943 |
| Total lease expense | $21,420 | $19,821 | $42,854 | $38,141 |

10. COMMITMENTS AND CONTINGENCIES

Holdback Payments and Contingent Consideration

From time to time, the Company finances a portion of its business combinations with deferred acquisition payments ("holdback payments") and/or contingent earnout provisions. Holdback payments are accrued at their discounted present value. As required, the liability for contingent consideration is measured at fair value quarterly, considering actual sales of the acquired products, updated sales projections, and the updated market participant weighted average cost of capital. Depending upon the weighted average costs of capital and future sales of the products which are subject to contingent consideration, the Company could record adjustments in future periods. Holdback payment and contingent consideration balances were not material at June 30, 2026.

Product Recalls

From time to time, the Company cooperates with, and assists its customers on, their product recalls and inquiries, and occasionally receives inquiries directly from the National Highway Traffic Safety Administration regarding reported incidents involving the Company’s products. As a result, the Company has incurred expenses associated with product recalls from time to time and may incur expenditures for future investigations or product recalls. Product recall reserves were not material at June 30, 2026.

Environmental

The Company's operations are subject to certain complex Federal, state, and local regulatory requirements governing the use, storage, handling, discharge, transport, and disposal of hazardous materials during the manufacturing processes. Although the Company believes its operations have been consistent with prevailing industry standards and are in substantial compliance with applicable environmental laws and regulations, one or more of the Company’s current or former operating sites, or adjacent sites owned by third-parties, have been affected, and may in the future be affected, by releases of hazardous materials. As a result, the Company may incur expenditures for future investigation and remediation of these sites, including in conjunction with voluntary remediation programs or third-party claims. Environmental reserves were not material at June 30, 2026.

Litigation

In the normal course of business, the Company is subject to proceedings, lawsuits, regulatory agency inquiries, and other claims. All such matters are subject to uncertainties and outcomes that are not predictable with assurance. While these matters could materially affect operating results when resolved in future periods, management believes that, after final disposition, including anticipated insurance recoveries in certain cases, any monetary liability or financial impact to the Company beyond that provided in the Condensed Consolidated Balance Sheet as of June 30, 2026, would not be material to the Company's financial position or results of operations.

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

11. STOCKHOLDERS' EQUITY

The following table summarizes information about shares of the Company's common stock at:

| (In thousands) | June 30, 2026 | 2025 |
| --- | --- | --- |
| Common stock authorized | 75,000 | 75,000 |
| Common stock issued | 29,019 | 28,906 |
| Treasury stock | 4,707 | 4,707 |
| Common stock outstanding | 24,312 | 24,199 |

The table below summarizes the regular quarterly dividends declared and paid during the periods ended June 30, 2026 and December 31, 2025:

| (In thousands, except per share data) | Per Share | Record Date | Payment Date | Total Paid |
| --- | --- | --- | --- | --- |
| First Quarter 2025 | $1.15 | 03/07/25 | 03/21/25 | $29,352 |
| Second Quarter 2025 | 1.15 | 05/30/25 | 06/13/25 | 29,036 |
| Third Quarter 2025 | 1.15 | 08/29/25 | 09/12/25 | 27,827 |
| Fourth Quarter 2025 | 1.15 | 11/28/25 | 12/12/25 | 27,828 |
| Total 2025 | $4.60 |  |  | $114,043 |
| First Quarter 2026 | $1.15 | 03/13/26 | 03/27/26 | $27,927 |
| Second Quarter 2026 | 1.15 | 05/29/26 | 06/12/26 | 27,952 |
| Total 2026 | $2.30 |  |  | $55,879 |

Amended 2018 Plan

On May 12, 2026, the Company's stockholders approved the LCI Industries Amended 2018 Omnibus Incentive Plan (as amended, the "2018 Plan"). The amended 2018 Plan increased the number of shares available for issuance under the 2018 Plan by an additional 992,898 shares and extended the term of the 2018 Plan by 10 years to May 12, 2036.

Deferred and Restricted Stock Units

The 2018 Plan provides for the grant or issuance of stock units, including those that have deferral periods, such as deferred stock units ("DSUs"), and those with time-based vesting provisions, such as restricted stock units ("RSUs"), to directors, employees, and other eligible persons. Recipients of DSUs and RSUs are entitled to receive shares at the end of a specified vesting or deferral period. Holders of DSUs and RSUs receive dividend equivalents based on dividends granted to holders of the common stock, which dividend equivalents are payable in additional DSUs and RSUs, and are subject to the same vesting criteria as the original grant. DSUs vest (i) ratably over the service period, (ii) at a specified future date, or (iii) for certain officers, based on achievement of specified performance conditions. RSUs vest (i) ratably over the service period or (ii) at a specified future date. In connection with the Company's CEO transition and the termination of employment of certain other employees in the second quarter of 2026, the vesting schedules of certain RSUs were modified or accelerated, as applicable,

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

pursuant to contractual obligations. In addition, DSUs are issued in lieu of certain cash compensation. Transactions in DSUs and RSUs under the 2018 Plan are summarized as follows:

| Line item | Number of Shares | Weighted Average Price |
| --- | --- | --- |
| Outstanding at December 31, 2025 | 324,450 | $110.79 |
| Issued | 234 | 122.98 |
| Granted | 137,951 | 127.39 |
| Dividend equivalents | 6,277 | 105.97 |
| Forfeited | (10,460) | 118.22 |
| Vested | (163,820) | 113.07 |
| Outstanding at June 30, 2026 | 294,632 | $118.18 |

Performance Stock Units

The 2018 Plan provides for performance stock units ("PSUs") that vest at a specific future date based on achievement of specified performance conditions. In connection with the Company's CEO transition and the termination of employment of certain other employees in the second quarter of 2026, the vesting schedules of certain PSUs were modified pursuant to contractual obligations. Transactions in PSUs under the 2018 Plan are summarized as follows:

| Line item | Number of Shares | Weighted Average Price |
| --- | --- | --- |
| Outstanding at December 31, 2025 | 251,016 | $114.55 |
| Granted | 53,193 | 133.20 |
| Dividend equivalents | 4,430 | 105.29 |
| Forfeited | (168,585) | 114.94 |
| Outstanding at June 30, 2026 | 140,054 | $121.33 |

Stock Repurchase Programs

In May 2022, the Company's Board of Directors authorized a stock repurchase program (the "2022 Share Repurchase Program") granting the Company authority to repurchase up to $200.0 million of the Company's common stock over a three-year period, which ended on May 19, 2025. The timing of stock repurchases, and the number of shares, were dependent upon market conditions and other factors. Share repurchases could be made in the open market and/or in privately negotiated transactions in accordance with applicable securities laws. The stock repurchase program was subject to modification, suspension, or termination at any time by the Board of Directors. In March 2025, the Company purchased 308,898 shares at a weighted average price of $91.47 per share, totaling $28.4 million, including excise tax, under the 2022 Share Repurchase Program. Following such repurchase, no additional shares were purchased under the 2022 Share Repurchase Program prior to its expiration on May 19, 2025.

In May 2025, the Company's Board of Directors authorized a new stock repurchase program (the "2025 Share Repurchase Program") for the purchase of up to $300.0 million of the Company's common stock over a three-year period ending on May 15, 2028. The timing of stock repurchases, and the number of shares, will depend upon market conditions and other factors. Share repurchases, if any, will be made in privately negotiated and/or open market transactions, such as in compliance with Rule 10b-18 of the Securities Act of 1934, as amended (the "Exchange Act"), and/or pursuant to a trading plan in accordance with Rule 10b5-1 of the Exchange Act, or a combination of methods. The stock repurchase program may be modified, suspended, or terminated at any time by the Board of Directors. No shares were repurchased during the six months ended June 30, 2026. As of June 30, 2026, there was $200.0 million remaining for the repurchase of shares under the 2025 Share Repurchase Program.

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

12. SEGMENT REPORTING

The Company has two reportable segments, the OEM Segment and the Aftermarket Segment. Intersegment sales are insignificant.

The OEM Segment, which accounted for 74 percent and 77 percent of consolidated net sales for the six months ended June 30, 2026 and 2025, respectively, manufactures and distributes a broad array of highly engineered components for the leading OEMs in the recreation and transportation markets, consisting of RVs and adjacent industries, including boats; buses; trailers used to haul boats, livestock, equipment, and other cargo; trucks; trains; manufactured homes; and modular housing. Approximately 47 percent of the Company's OEM Segment net sales for the six months ended June 30, 2026 were of components for travel trailer and fifth-wheel RVs.

The Aftermarket Segment, which accounted for 26 percent and 23 percent of consolidated net sales for the six months ended June 30, 2026 and 2025, respectively, supplies engineered components to the related aftermarket channels of the recreation and transportation markets, primarily to retail dealers, wholesale distributors, and service centers, as well as direct-to-consumer sales through online platforms. The Aftermarket Segment also includes biminis, covers, buoys, and fenders to the marine industry, towing products, truck accessories, appliances, air conditioners, televisions, sound systems, tankless water heaters, and the sale of replacement glass and awnings to fulfill insurance claims.

The Company's chief operating decision maker ("CODM") is its Interim Chief Executive Officer. The decisions concerning the allocation of the Company's resources are made by the CODM with oversight by the Board of Directors. The CODM evaluates the performance of each segment and makes decisions concerning the allocation of resources based upon segment operating profit, generally defined as income before interest expense and income taxes. Segment assets are not reviewed by the CODM and therefore are not disclosed below. Management of debt is a corporate function. The accounting policies of the OEM and Aftermarket Segments are the same as those described in Note 2 of the Notes to Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

The following tables present the Company's revenues disaggregated by segment and geography based on the billing address of the Company's customers:

| (In thousands) | Three Months Ended June 30, 2026 / U.S. (a) | Three Months Ended June 30, 2026 / Int’l (b) | Three Months Ended June 30, 2026 / Total | Three Months Ended June 30, 2025 / U.S. (a) | Three Months Ended June 30, 2025 / Int’l (b) | Three Months Ended June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- |
| OEM Segment: |  |  |  |  |  |  |
| RV OEMs: |  |  |  |  |  |  |
| Travel trailers and fifth-wheels | $277,881 | $4,468 | $282,349 | $437,205 | $4,721 | $441,926 |
| Motorhomes | 28,156 | 25,615 | 53,771 | 36,514 | 24,858 | 61,372 |
| Adjacent Industries OEMs | 289,204 | 49,469 | 338,673 | 285,949 | 50,312 | 336,261 |
| Total OEM Segment net sales | 595,241 | 79,552 | 674,793 | 759,668 | 79,891 | 839,559 |
| Aftermarket Segment: |  |  |  |  |  |  |
| Total Aftermarket Segment net sales | 265,752 | 28,130 | 293,882 | 243,292 | 24,399 | 267,691 |
| Total net sales | $860,993 | $107,682 | $968,675 | $1,002,960 | $104,290 | $1,107,250 |

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

| (In thousands) | Six Months Ended June 30, 2026 / U.S. (a) | Six Months Ended June 30, 2026 / Int’l (b) | Six Months Ended June 30, 2026 / Total | Six Months Ended June 30, 2025 / U.S. (a) | Six Months Ended June 30, 2025 / Int’l (b) | Six Months Ended June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- |
| OEM Segment: |  |  |  |  |  |  |
| RV OEMs: |  |  |  |  |  |  |
| Travel trailers and fifth-wheels | $715,216 | $9,139 | $724,355 | $903,558 | $9,562 | $913,120 |
| Motorhomes | 68,925 | 52,684 | 121,609 | 72,703 | 48,277 | 120,980 |
| Adjacent Industries OEMs | 582,475 | 99,168 | 681,643 | 531,480 | 97,534 | 629,014 |
| Total OEM Segment net sales | 1,366,616 | 160,991 | 1,527,607 | 1,507,741 | 155,373 | 1,663,114 |
| Aftermarket Segment: |  |  |  |  |  |  |
| Total Aftermarket Segment net sales | 481,184 | 50,401 | 531,585 | 443,015 | 46,711 | 489,726 |
| Total net sales | $1,847,800 | $211,392 | $2,059,192 | $1,950,756 | $202,084 | $2,152,840 |

(a) Net sales to customers in the United States of America  
(b) Net sales to customers domiciled in countries outside of the United States of America

Corporate expenses are allocated between the segments based upon net sales. Accretion related to contingent consideration and other non-segment items are included in the segment to which they relate. Information relating to segments follows:

| (In thousands) | Three Months Ended June 30, 2026 / OEM | Three Months Ended June 30, 2026 / Aftermarket | Three Months Ended June 30, 2026 / Total | Three Months Ended June 30, 2025 / OEM | Three Months Ended June 30, 2025 / Aftermarket | Three Months Ended June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- |
| Net sales to external customers(1) | $674,793 | $293,882 | $968,675 | $839,559 | $267,691 | $1,107,250 |
| Cost of sales(2) | 500,960 | 166,571 | 667,531 | 665,422 | 171,807 | 837,229 |
| Gross profit | 173,833 | 127,311 | 301,144 | 174,137 | 95,884 | 270,021 |
| Selling, general and administrative expenses | 129,750 | 75,434 | 205,184 | 122,453 | 59,764 | 182,217 |
| Operating profit | $44,083 | $51,877 | $95,960 | $51,684 | $36,120 | $87,804 |
|  | Six Months Ended June 30, 2026 |  |  | Six Months Ended June 30, 2025 |  |  |
| (In thousands) | OEM | Aftermarket | Total | OEM | Aftermarket | Total |
| Net sales to external customers(1) | $1,527,607 | $531,585 | $2,059,192 | $1,663,114 | $489,726 | $2,152,840 |
| Cost of sales(2) | 1,159,349 | 325,034 | 1,484,383 | 1,311,902 | 319,168 | 1,631,070 |
| Gross profit | 368,258 | 206,551 | 574,809 | 351,212 | 170,558 | 521,770 |
| Selling, general and administrative expenses | 247,671 | 136,019 | 383,690 | 237,555 | 115,094 | 352,649 |
| Operating profit | $120,587 | $70,532 | $191,119 | $113,657 | $55,464 | $169,121 |

(1) The OEM and Aftermarket Segments included an $84.9 million and $3.9 million, respectively, reduction in net sales to external customers during each of the three and six months ended June 30, 2026, consisting of the amount of IEEPA Tariffs refunds expected to be passed through to customers. See "Tariff Refunds" in Note 2 - Summary of Significant Accounting Policies for further information.  
(2) The OEM and Aftermarket Segments included an $86.4 million and $18.4 million, respectively, reduction in cost of sales during each of the three and six months ended June 30, 2026, which is the total expected amount of refunds of IEEPA Tariffs, both received and receivable. See "Tariff Refunds" in Note 2 - Summary of Significant Accounting Policies for further information.

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the Company's revenue disaggregated by product:

| (In thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| OEM Segment: |  |  |  |  |
| Chassis, chassis parts, and slide-out mechanisms | $190,836 | $230,542 | $428,797 | $473,462 |
| Windows and doors | 217,151 | 225,251 | 452,710 | 454,772 |
| Furniture and mattresses | 100,192 | 130,909 | 236,949 | 244,089 |
| Axles, ABS, and suspension solutions | 76,770 | 93,918 | 160,686 | 182,528 |
| Appliances | 28,981 | 87,441 | 108,388 | 165,091 |
| Other | 60,863 | 71,498 | 140,077 | 143,172 |
| Total OEM Segment net sales | 674,793 | 839,559 | 1,527,607 | 1,663,114 |
| Total Aftermarket Segment net sales | 293,882 | 267,691 | 531,585 | 489,726 |
| Total net sales | $968,675 | $1,107,250 | $2,059,192 | $2,152,840 |

13. MERGER

On June 30, 2026, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Patrick Industries, Inc. ("Patrick"), Planet First Merger Sub Inc. (a direct wholly-owned subsidiary of Patrick), and Planet Second Merger Sub LLC (a direct wholly-owned subsidiary of Patrick). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of certain closing conditions, Planet First Merger Sub Inc. will merge with and into the Company (the "First Merger"), with the Company surviving as a wholly-owned subsidiary of Patrick, and immediately following the First Merger, and as part of the same overall transaction as the First Merger, the Company will merge with and into Planet Second Merger Sub LLC (the "Second Merger" and, together with the First Merger, the "Mergers"), with Planet Second Merger Sub LLC surviving as a wholly-owned subsidiary of Patrick. The Merger Agreement was unanimously approved by the boards of directors of the Company and Patrick. The Mergers are subject to certain closing conditions, including the approval by the stockholders of each company and the receipt of required regulatory approvals, and are currently expected to close in the first half of 2027. The Company currently operates, and until completion of the Mergers will continue to operate, independently of Patrick.

Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the First Merger, each issued and outstanding share of the Company’s common stock (excluding shares of the Company's common stock held by the Company, Patrick, or any of their respective subsidiaries immediately prior to the effective time of the First Merger) will be converted into the right to receive 1.2440 fully paid and nonassessable shares of Patrick common stock, with cash to be paid in lieu of fractional shares of Patrick common stock that holders of the Company's common stock would otherwise be entitled to receive in the First Merger. Following completion of the Mergers, holders of Patrick common stock immediately prior to the Mergers are expected to own approximately 52 percent of Patrick, and holders of the Company's common stock immediately prior to the Mergers are expected to own approximately 48 percent of Patrick.

The Merger Agreement contains customary representations, warranties, and covenants, including covenants restricting the conduct of each company's business prior to closing and provisions addressing the treatment of the Company's outstanding equity awards and employee benefits. The Merger Agreement may be terminated under certain circumstances, including by mutual consent of the Company and Patrick or if the Mergers are not consummated by March 30, 2027, subject to automatic extensions until as late as September 30, 2027 under certain conditions related to the receipt of regulatory approvals.

In connection with the Mergers, Patrick may be required to pay the Company a termination fee of $94.2 million in specified circumstances, including if the Company terminates the Merger Agreement following a change of recommendation by Patrick's board of directors, and the Company may be required to pay Patrick a termination fee equal to $94.2 million in

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

specified circumstances, including if Patrick terminates the Merger Agreement following a change of recommendation by the Company's Board of Directors, in each case subject to the terms and conditions of the Merger Agreement.

The Company has incurred, and will continue to incur, legal, accounting, consulting, employee-related and other merger-related expenses in connection with the proposed Mergers. During each of the three and six months ended June 30, 2026, merger-related expenses of approximately $14.1 million were recorded in selling, general and administrative expenses on the condensed consolidated statements of income. The Company has not recognized any merger-related expenses that are contingent upon consummation of the proposed Mergers. Excluding the merger-related expenses recorded through June 30, 2026, the condensed consolidated financial statements were prepared without consideration of the pending Mergers.

## Item 2. – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LCI INDUSTRIES

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company's Condensed Consolidated Financial Statements and Notes thereto included in Item 1 of Part I of this report, as well as the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

LCI Industries ("LCII" and collectively with its subsidiaries, the "Company," the "Registrant," "we," "us," or "our"), through its wholly-owned subsidiary, Lippert Components, Inc. and its subsidiaries (collectively, "Lippert Components," "LCI," or "Lippert"), is a global leader in supplying engineered components to the outdoor recreation, transportation, marine, and housing industries. In addition to serving original equipment manufacturers ("OEMs"), we also cater to aftermarket needs, selling through retail dealers, wholesale distributors, and service centers, as well as direct-to-consumer sales through online platforms.

Our diverse portfolio of innovative and high-quality products includes:

- Chassis and Suspension Solutions: Steel chassis, axles, anti-lock braking systems ("ABS"), and suspension systems
- Furniture Solutions: Furniture for RV, marine and other markets, and mattresses
- Window and Glass Solutions: Vinyl, aluminum, and frameless windows, and windshields
- Appliance and Kitchen Solutions: Air conditioners, tankless water heaters, appliances, electronic components, televisions, and thermoformed bath and kitchen products
- Towing and Truck Accessories: Hitches, pin boxes, grill guards, towing electrical, and towing and truck accessories
- Doors, Steps, and Awnings: Entry, luggage, patio, and ramp doors, electric and manual entry steps, and awnings
- Leveling, Stabilization, and Slide-outs: Stabilizer/leveling systems (manual, electric, and hydraulic), and slide-out solutions

At June 30, 2026, we operated over 100 manufacturing facilities located throughout North America and Europe, supporting key industries such as recreational vehicles ("RVs"), transportation, marine, and housing. Our core manufacturing competencies include:

- Metal fabrication and welding
- Glass fabrication
- Furniture manufacturing
- Electronics
- Lamination
- Power & motion systems
- E-Coating and powder coating
- Plastics Forming
- Appliances

We operate in two primary segments: OEM and Aftermarket. Together, these segments leverage our manufacturing competencies, leadership expertise, customer relationships, and market insights to drive efficiencies and innovation that enable us to maintain a leading position in the RV market while continuing to expand in adjacent industries and aftermarket channels. Intersegment sales are insignificant. See Note 12 of the Notes to Condensed Consolidated Financial Statements for further information regarding our segments.

OEM Segment: Our OEM Segment services leading OEMs in RV, transportation, marine, and housing markets. Our strategically located manufacturing and distribution facilities across North America and Europe provide efficient service to OEMs. Key markets served by our OEM Segment include RVs and Adjacent Industries.

Aftermarket Segment: Our Aftermarket Segment enhances the product lifecycle for the RV, transportation, marine, and automotive markets by offering discretionary accessories, replacement parts, and upgrades. This approach drives additional revenue, deepens customer engagement, and leverages our OEM expertise. Products are sold through retail dealers, wholesale distributors, and service centers, as well as direct-to-consumer sales through online platforms.

LCI INDUSTRIES

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

Diversification Strategy: Over the past several years, we have diversified our portfolio beyond the RV OEM market into transportation, marine, housing, and aftermarket sectors. We have also diversified geographically through our international operations. Leveraging our manufacturing competencies in other industries can accelerate profitable growth and help to mitigate seasonal and cyclical market risk. For example, within our Aftermarket Segment, many of the optional upgrades and non-critical replacement parts for RVs are purchased outside the normal product selling season, thereby causing certain sales within this segment to be counter-seasonal.

Most industries where we sell products, or where our products are used, historically have been seasonal and are generally at the highest levels when the weather is moderate. Accordingly, our sales and profits have generally been the highest in the second quarter and lowest in the fourth quarter. However, because of fluctuations in dealer inventories, the impact of international, national, and regional economic conditions, consumer confidence on retail sales of RVs and other products for which we sell our components, the timing of dealer orders, and the impact of severe weather conditions on the timing of industry-wide shipments from time to time, current and future seasonal industry trends have been, and may in the future be, different than in prior years. Additionally, many of the optional upgrades and non-critical replacement parts for RVs are purchased outside the normal product selling season, thereby causing certain Aftermarket Segment sales to be counter-seasonal.

Negative conditions in the general economy in the United States or abroad, including conditions resulting from financial and credit market fluctuations, elevated inflation and interest rates, changes in economic policy, trade uncertainty, including changes in tariffs, sanctions, international treaties, and other trade restrictions, geopolitical tensions, armed conflicts, natural disasters, or global public health crises, have negatively impacted, and could continue to negatively impact, the Company’s business, liquidity, financial condition, and results of operations.

DEVELOPMENTS IN 2026

Agreement and Plan of Merger: On June 30, 2026, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Patrick Industries, Inc. ("Patrick"), Planet First Merger Sub Inc. (a direct wholly-owned subsidiary of Patrick), and Planet Second Merger Sub LLC (a direct wholly-owned subsidiary of Patrick). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of certain closing conditions, Planet First Merger Sub Inc. will merge with and into the Company (the "First Merger"), with the Company surviving as a wholly-owned subsidiary of Patrick, and immediately following the First Merger, and as part of the same overall transaction as the First Merger, the Company will merge with and into Planet Second Merger Sub LLC (the "Second Merger" and, together with the First Merger, the "Mergers"), with Planet Second Merger Sub LLC surviving as a wholly-owned subsidiary of Patrick. The Merger Agreement was unanimously approved by the boards of directors of the Company and Patrick. The Mergers are subject to certain closing conditions, including the approval by the stockholders of each company and the receipt of required regulatory approvals, and are currently expected to close in the first half of 2027.

Additional information regarding the Merger Agreement and the proposed Mergers is included in Note 13 of the Notes to Condensed Consolidated Financial Statements and in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on June 30, 2026.

Leadership Transition: On June 3, 2026, Jason D. Lippert retired as Chief Executive Officer of LCI Industries and resigned as a member of the Board of Directors of the Company (the “Board”). Also on June 3, 2026, Tracy D. Graham, the Chair of the Board, resigned as a member of the Board, including all committees thereof. In connection with Mr. Lippert’s retirement as Chief Executive Officer of the Company, the Board appointed Board member John A. Sirpilla to serve as Interim Chief Executive Officer, effective as of June 3, 2026. In connection with Mr. Graham’s resignation from the Board, the Board appointed Virginia L. Henkels, a current member of the Board, to serve as Chair of the Board, effective as of June 3, 2026.

Tariff Updates: In February 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act ("IEEPA Tariffs") were not lawful. In March 2026, the Court of International Trade (“CIT”) ordered U.S. Customs and Border Protection (“CBP”) to begin the refund process for importers subject to IEEPA Tariffs, and in April 2026, CBP established an online portal through which importers may submit refund requests. We expect to receive $119.3 million in tariff refunds, which represents the amount of IEEPA Tariffs the Company determined it paid while such tariffs were in effect from February 2025 through February 2026, and we received $94.9 million of IEEPA Tariff refunds during the three months ended June 30, 2026. We expect to pass through approximately $88.8 million of the IEEPA Tariff refunds received to certain customers. The ultimate amount and timing of any remaining refunds and related payments to customers remain subject to uncertainty, including the outcome of the U.S. government's appeal of the CIT order. See Note 2 of the Notes to Condensed Consolidated Financial Statements for the details of our accounting for IEEPA Tariff refunds, as well

LCI INDUSTRIES

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

as uncertainties related to the IEEPA Tariff refunds, and the Results of Operations discussion below for the impact of IEEPA Tariff refunds and pass-throughs on our operations by segment.

Following the U.S. Supreme Court’s ruling on the IEEPA Tariffs, in February 2026, the U.S. government imposed a 10 percent global tariff on most imported products for a 150-day period, which were subsequently invalidated by the CIT but remained in effect pending appeal. In July 2026, the U.S. government announced a new forced labor tariffs framework of 10 percent or 12.5 percent, which became effective when the temporary tariffs expired, that covers imports from 60 countries, with exemptions for, among others, products already subject to tariffs under Section 232 of the Trade Expansion Act of 1962 (such as steel and aluminum) and certain inputs used in U.S. manufacturing. Section 232 tariffs also continued to evolve, with modifications implemented in April and June 2026. Changes in U.S. trade policies, including the imposition of new or increased tariffs, may increase the cost of certain products, components, and materials we source, which could adversely affect our margins, results of operations, cash flows, and financial condition. The impact of current and potential tariff actions remains uncertain and may vary across our product portfolio. In addition, future governmental actions, regulatory interpretations, supplier responses, changes in sourcing, and other market conditions could affect the extent of any impact. While we continue to evaluate opportunities to mitigate these risks, there can be no assurance that such efforts will be successful or that additional tariffs or related cost increases will not have a material adverse effect on our business.

INDUSTRY BACKGROUND

OEM Segment - North American Recreational Vehicle Industry: RVs are designed as temporary living quarters for recreational, camping, travel, or seasonal use. They can be either motorized, such as motorhomes, or towable, including travel trailers, fifth-wheel trailers, folding camping trailers, and truck campers. The RV industry generally follows a predictable annual sales cycle that starts after the annual fall "Open House" in Elkhart, Indiana:

- October - March: Dealers build inventory, leading wholesale shipments to historically outpace retail sales.
- April - September: Retail sales typically exceed wholesale shipments, driven by spring and summer demand.

In the first six months of 2026 compared to the same period in 2025, Recreation Vehicle Industry Association ("RVIA") data shows United States wholesale shipments of travel trailer and fifth-wheel RVs, the Company's primary market, decreased 17 percent to 138,900 units. Retail demand for travel trailer and fifth-wheel RVs decreased 15 percent to 139,000 units in the first six months of 2026 compared to the same period in 2025. Retail registration data is often revised upward in subsequent months due to reporting delays.

While we track our OEM Segment RV sales against wholesale shipment statistics, the health of the RV industry is ultimately determined by retail demand. The table below highlights trends in wholesale shipments, retail sales, and dealer inventory adjustments for travel trailers and fifth-wheel RVs, as reported by Statistical Surveys, Inc. ("Statistical Surveys").

| Line item | Wholesale / Units | Wholesale / Change | Retail / Units | Retail / Change | Estimated / Unit Impact on / Dealer Inventories |
| --- | --- | --- | --- | --- | --- |
| Quarter ended June 30, 2026 | 65,500 | (20)% | 86,000 | (15)% | (20,500) |
| Quarter ended March 31, 2026 | 73,400 | (15)% | 53,000 | (15)% | 20,400 |
| Quarter ended December 31, 2025 | 64,700 | (4)% | 52,200 | (6)% | 12,500 |
| Quarter ended September 30, 2025 | 65,700 | (4)% | 90,700 | 3% | (25,000) |
| Twelve months ended June 30, 2026 | 269,300 | (11)% | 281,900 | (8)% | (12,600) |

LCI INDUSTRIES

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

| Line item | Wholesale / Units | Wholesale / Change | Retail / Units | Retail / Change | Estimated / Unit Impact on / Dealer Inventories |
| --- | --- | --- | --- | --- | --- |
| Quarter ended June 30, 2025 | 81,400 | (1)% | 100,700 | 2% | (19,300) |
| Quarter ended March 31, 2025 | 86,400 | 18% | 62,600 | (4)% | 23,800 |
| Quarter ended December 31, 2024 | 67,700 | 7% | 55,400 | 3% | 12,300 |
| Quarter ended September 30, 2024 | 68,500 | 11% | 87,800 | (5)% | (19,300) |
| Twelve months ended June 30, 2025 | 304,000 | 8% | 306,500 | (1)% | (2,500) |

In the first six months of 2026 compared to the same period in 2025, RVIA data showed wholesale shipments of motorhome RVs increased 10 percent to 20,500 units. Retail demand for motorhome RVs decreased 10 percent to 17,700 units in the first six months of 2026 compared to the same period of 2025. The decrease in retail demand has been primarily driven by inflation and higher interest rates impacting retail consumer discretionary spending.

OEM Segment - Adjacent Industries: Our expertise in RV components extends to adjacent industries, including transportation, marine, and housing. These adjacent industries offer significant growth opportunities, including by helping us leverage our established relationships with OEMs that often operate in multiple sectors. While the potential content per unit we may supply to adjacent industries varies across these markets, and is different than RVs, they represent meaningful diversification opportunities.

Aftermarket Segment: Our Aftermarket Segment enhances the product lifecycle for the RV, transportation, marine, and automotive markets by offering discretionary accessories, replacement parts, and upgrades through various channels, including retail dealers, wholesale distributors, and service centers, as well as direct-to-consumer sales through online platforms. These products support recreation and transportation markets, addressing both routine maintenance needs and customer-driven enhancements.

We also provide comprehensive customer support through multiple customer care centers, offering rapid responses to inquiries related to technical support, product delivery, and critical repair, designed to minimize consumer downtime. Dedicated teams deliver product, technical, and installation training, as well as marketing assistance, to enhance customer engagement and satisfaction.

Aftermarket offerings span a diverse product portfolio, including:

- Marine Products: Biminis, covers, buoys, and fenders.
- Recreation and Transportation Accessories: Towing products, truck accessories, replacement glass, and awnings.
- Core Systems: Appliances, air conditioners, televisions, sound systems, and tankless water heaters.

Aftermarket sales are influenced by seasonal trends, with many non-critical upgrades and replacement parts purchased outside peak selling periods, creating certain counter-seasonal demand.

The U.S. RV ownership base, which reached a record 8.1 million households in 2025 according to the RVIA, drives robust demand for aftermarket products. Owners seek to enhance and maintain their units, replacing components that experience normal wear and tear. This vibrant and growing market represents a key driver of our Aftermarket Segment’s performance.

LCI INDUSTRIES

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

RESULTS OF OPERATIONS

Consolidated Highlights

- Consolidated net sales in the second quarter of 2026 were $968.7 million, a decrease of 12.5 percent, from $1,107.3 million in the same period of 2025.
  - Net sales in the second quarter of 2026 were reduced by $88.8 million due to IEEPA Tariff refunds expected to be passed through to customers.
  - In addition to the IEEPA Tariff refund pass-through, the decrease in net sales was primarily due to lower North American RV wholesale shipments, partially offset by sales price increases for targeted products and to cover higher material costs, sales from acquired businesses, growth in the automotive aftermarket, and content gains in North American RV sales driven by recent product innovations. Net sales from acquisitions completed in the twelve months ended June 30, 2026 contributed approximately $16.7 million in the second quarter of 2026.
- Consolidated cost of sales in the second quarter of 2026 was $667.5 million, a decrease of 20.3 percent, from $837.2 million in the same period of 2025; however, cost of sales for the second quarter of 2026 included a reduction of $104.8 million, which is the amount of the total expected recovery of IEEPA Tariff refunds.
- Consolidated operating profit during the second quarter of 2026 was $96.0 million, compared to $87.8 million in the same period of 2025. Operating profit margin was 9.9 percent in the second quarter of 2026 compared to 7.9 percent in the same period of 2025.
  - Operating profit in the second quarter of 2026 was $16.0 million higher due to the net benefit of the IEEPA Tariff refunds expected to be received that were previously expensed as cost of sales, partially offset by the related pass-through of IEEPA Tariffs refunds to customers.
  - In addition to the favorable net impact of the IEEPA Tariff refunds, the increase in operating profit margin was primarily due to cost improvement actions, including materials sourcing strategies, partially offset by merger-related expenses and investments in capacity and distribution to support the Aftermarket Segment.
- Net income for the second quarter of 2026 was $67.1 million, or $2.75 per diluted share, compared to net income of $57.6 million, or $2.29 per diluted share, for the same period of 2025.
- In the second quarter of 2026, a quarterly dividend of $1.15 per share was paid, aggregating to $28.0 million.
- In the second quarter of 2026, the remaining balance of the 2026 Convertible Notes was paid off at maturity with cash of $92.0 million.

OEM Segment - Second Quarter

Net sales of the OEM Segment in the second quarter of 2026 decreased by $164.8 million, compared to the same period of 2025. Net sales of components to OEMs were to the following markets for the three months ended June 30:

| (In thousands) | 2026 | 2025 | Change |
| --- | --- | --- | --- |
| RV OEMs: |  |  |  |
| Travel trailers and fifth-wheels | $282,349 | $441,926 | (36)% |
| Motorhomes | 53,771 | 61,372 | (12)% |
| Adjacent Industries OEMs | 338,673 | 336,261 | 1% |
| Total OEM Segment net sales | $674,793 | $839,559 | (20)% |

According to the RVIA, industry-wide wholesale shipments for the three months ended June 30 were:

| Line item | 2026 | 2025 | Change |
| --- | --- | --- | --- |
| Travel trailers and fifth-wheels | 65,500 | 81,400 | (20)% |
| Motorhomes | 9,800 | 9,300 | 5% |

The trend in our average product content per RV produced is an indicator of our continued engagement with our RV OEM customers. Our average product content per type of RV, calculated based upon our net sales of components to domestic

LCI INDUSTRIES

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

RV OEMs for the different types of RVs produced for the twelve months ended June 30, divided by the industry-wide wholesale shipments of the different product mix of RVs for the same period, was:

| Content per: | 2026 | 2025 | Change |
| --- | --- | --- | --- |
| Travel trailer and fifth-wheel (1) | $5,831 | $5,234 | 11% |
| Motorhome (1) | $3,852 | $3,793 | 2% |

(1) Average product content per RV in 2026 excludes the impact of IEEPA Tariff refunds expected to be passed through to customers.

Our average product content per type of RV excludes international sales and sales to the Aftermarket Segment and Adjacent Industries. Content per RV is impacted by changes in selling prices for our products, product innovations, changes in unit mix, and acquisitions. For the twelve months ended June 30, 2026, travel trailer and fifth-wheel RV content increased 11.4 percent year-over-year due to sales price increases for targeted products and to cover higher material costs, an increase in RV mix toward higher content fifth-wheel units, and recent product innovations, partially offset by shipments exceeding units produced.

Our decrease in net sales to RV OEMs during the second quarter of 2026 was primarily due to a reduction for IEEPA Tariff refunds expected to be passed through to customers, a decrease in North American travel trailer and fifth-wheel shipments, and an increase in RV sales mix toward lower content single axle travel trailers, partially offset by sales price increases for targeted products and to cover higher material costs, and recent product innovations.

Our increase in net sales to OEMs in Adjacent Industries during the second quarter of 2026 was primarily due to sales from acquired businesses and higher sales to North American marine OEMs, partially offset by a reduction for IEEPA Tariff refunds expected to be passed through to customers.

Operating profit of the OEM Segment was $44.1 million in the second quarter of 2026, a decrease of $7.6 million compared to the same period of 2025. The operating profit margin of the OEM Segment increased to 6.5 percent in the second quarter of 2026, compared to 6.2 percent for the same period of 2025, and was positively impacted by:

- Increases in selling prices contractually tied to indices of select commodities, which positively impacted operating profit by $14.4 million compared to the same period in 2025.
- Increases in selling prices for targeted products and to cover increased material costs, which positively impacted operating profit by $13.4 million compared to the same period in 2025.
- Cost improvement actions, including materials sourcing strategies, which increased operating profit by $12.5 million compared to the same period in 2025.
- A favorable shift in component sales mix, which positively impacted operating profit by $10.9 million compared to the same period in 2025.
- A net positive impact of $1.5 million, resulting from a reduction to cost of sales of $86.4 million related to IEEPA Tariff refunds and a reduction to net sales of $84.9 million for IEEPA Tariff refunds expected to be passed through to customers.

Partially offset by:

- The impact of fixed costs spread over decreased production volumes, which decreased operating profit by $18.7 million related to fixed production overhead costs and $8.8 million related to fixed selling, general and administrative costs compared to the same period in 2025.
- Higher material and freight costs related to tariffs, higher steel and aluminum costs, and rising fuel costs, which negatively impacted operating profit by $23.0 million compared to the same period in 2025.
- Merger-related expenses, which negatively impacted operating profit by $10.9 million compared to the same period in 2025.

Amortization expense on intangible assets for the OEM Segment was $9.2 million in the second quarter of 2026, compared to $9.6 million in the same period of 2025. Depreciation expense on fixed assets for the OEM Segment was $12.3 million in the second quarter of 2026, compared to $12.2 million in the same period of 2025.

LCI INDUSTRIES

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

OEM Segment – Year to Date

Net sales of the OEM Segment in the first six months of 2026 decreased by $135.5 million, compared to the same period of 2025. Net sales of components to OEMs were to the following markets for the six months ended June 30:

| (In thousands) | 2026 | 2025 | Change |
| --- | --- | --- | --- |
| RV OEMs: |  |  |  |
| Travel trailers and fifth-wheels | $724,355 | $913,120 | (21)% |
| Motorhomes | 121,609 | 120,980 | 1% |
| Adjacent Industries OEMs | 681,643 | 629,014 | 8% |
| Total OEM Segment net sales | $1,527,607 | $1,663,114 | (8)% |

According to the RVIA, industry-wide wholesale unit shipments for the six months ended June 30 were:

| Line item | 2026 | 2025 | Change |
| --- | --- | --- | --- |
| Travel trailer and fifth-wheel RVs | 138,900 | 167,800 | (17)% |
| Motorhomes | 20,500 | 18,700 | 10% |

Our decrease in net sales to RV OEMs during the first six months of 2026 was primarily driven by a 17.2 percent decrease in North American travel trailer and fifth-wheel shipments, a reduction for IEEPA Tariff refunds expected to be passed through to customers, and an increase in RV sales mix toward lower content single axle travel trailers, partially offset by sales price increases for targeted products and to cover higher material costs, a 9.6 percent increase in North American motorhome shipments, and recent product innovations.

Our increase in net sales to OEMs in Adjacent Industries during the first six months of 2026 was primarily due to sales from acquired businesses and higher sales to North American marine OEMs, partially offset by a reduction for IEEPA Tariff refunds expected to be passed through to customers.

Operating profit of the OEM Segment was $120.6 million in the first six months of 2026, an increase of $6.9 million compared to the same period of 2025. The operating profit margin of the OEM Segment increased to 7.9 percent in the first six months of 2026, compared to 6.8 percent for the same period in 2025, and was positively impacted by:

- Increases in selling prices for targeted products and to cover increased material costs, which positively impacted operating profit by $45.8 million compared to the same period in 2025.
- Increases in selling prices contractually tied to indices of select commodities, which positively impacted operating profit by $29.5 million compared to the same period in 2025.
- Cost improvement actions, including materials sourcing strategies, which increased operating profit by $26.5 million compared to the same period in 2025.
- A favorable shift in component sales mix, which positively impacted operating profit by $13.1 million compared to the same period in 2025.
- A net positive impact of $1.5 million, resulting from a reduction to cost of sales of $86.4 million related to IEEPA Tariff refunds and a reduction to net sales of $84.9 million for IEEPA Tariff refunds expected to be passed through to customers.

Partially offset by:

- Higher material and freight costs related to tariffs, higher steel and aluminum costs, and rising fuel costs, which negatively impacted operating profit by $59.3 million compared to the same period in 2025.
- The impact of fixed costs spread over decreased production volumes, which decreased operating profit by $27.8 million related to fixed production overhead costs and $12.7 million related to fixed selling, general and administrative costs compared to the same period in 2025.

LCI INDUSTRIES

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

- Merger-related expenses, which negatively impacted operating profit by $10.9 million compared to the same period in 2025.

Amortization expense on intangible assets for the OEM Segment was $18.6 million in the first six months of 2026, compared to $18.8 million in the same period of 2025. Depreciation expense on fixed assets for the OEM Segment was $23.6 million in the first six months of 2026, compared to $24.5 million in the same period of 2025.

Aftermarket Segment - Second Quarter

Net sales of the Aftermarket Segment in the second quarter of 2026 increased by $26.2 million, compared to the same period of 2025. Net sales of components in the Aftermarket Segment were as follows for the three months ended June 30:

| (In thousands) | 2026 | 2025 | Change |
| --- | --- | --- | --- |
| Total Aftermarket Segment net sales | $293,882 | $267,691 | 10% |

Our net sales of the Aftermarket Segment for the second quarter of 2026 increased compared to the same period in 2025, primarily driven by price increases for targeted products and to cover higher material costs, sales from acquired businesses, and increases in volume in the automotive aftermarket, partially offset by a reduction for IEEPA Tariff refunds expected to be passed through to customers.

Operating profit of the Aftermarket Segment was $51.9 million in the second quarter of 2026, an increase of $15.8 million compared to the same period of 2025. The operating profit margin of the Aftermarket Segment increased to 17.7 percent in the second quarter of 2026, compared to 13.5 percent in the same period in 2025, and was positively impacted by:

- A net positive impact of $14.5 million, resulting from a reduction to cost of sales of $18.4 million related to IEEPA Tariff refunds and a reduction to net sales of $3.9 million for IEEPA Tariff refunds expected to be passed through to customers.
- Increases in selling prices for targeted products and to cover increased material costs, which positively impacted operating profit by $11.4 million compared to the same period in 2025.
- Cost improvement actions, including materials sourcing strategies, which increased operating profit by $3.3 million compared to the same period in 2025.

Partially offset by:

- Higher material and freight costs related to tariffs, higher steel and aluminum costs, and rising fuel costs, which negatively impacted operating profit by $9.9 million compared to the same period in 2025.
- Merger-related expenses, which negatively impacted operating profit by $3.2 million compared to the same period in 2025.
- Investments in capacity and distribution to support the Aftermarket Segment, which negatively impacted operating profit by $3.1 million compared to the same period in 2025.

Amortization expense on intangible assets for the Aftermarket Segment was $4.0 million in the second quarter of 2026, compared to $3.9 million in the same period of 2025. Depreciation expense on fixed assets for the Aftermarket Segment was $5.4 million in the second quarter of 2026, compared to $4.7 million in the same period of 2025.

Aftermarket Segment – Year to Date

Net sales of the Aftermarket Segment in the first six months of 2026 increased by $41.9 million, compared to the same period of 2025. Net sales of components in the Aftermarket Segment were as follows for the six months ended June 30:

| (In thousands) | 2026 | 2025 | Change |
| --- | --- | --- | --- |
| Total Aftermarket Segment net sales | $531,585 | $489,726 | 9% |

LCI INDUSTRIES

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

Net sales of the Aftermarket Segment increased during the first six months of 2026, primarily driven by price increases for targeted products and to cover higher material costs, sales from acquired businesses, and increases in volume in the automotive aftermarket, partially offset by a reduction for IEEPA Tariff refunds expected to be passed through to customers.

Operating profit of the Aftermarket Segment was $70.5 million in the first six months of 2026, an increase of $15.1 million compared to the same period of 2025. The operating profit margin of the Aftermarket Segment increased to 13.3 percent in the first six months of 2026, compared to 11.3 percent in the same period in 2025, and was positively impacted by:

- Increases in selling prices for targeted products and to cover increased material costs, which positively impacted operating profit by $23.1 million compared to the same period in 2025.
- A net positive impact of $14.5 million, resulting from a reduction to cost of sales of $18.4 million related to IEEPA Tariff refunds and a reduction to net sales of $3.9 million for IEEPA Tariff refunds expected to be passed through to customers.
- Cost improvement actions, including materials sourcing strategies, which increased operating profit by $6.0 million compared to the same period in 2025.

Partially offset by:

- Higher material and freight costs related to tariffs, higher steel and aluminum costs, and rising fuel costs, which negatively impacted operating profit by $21.3 million compared to the same period in 2025.
- Investments in capacity and distribution to support the Aftermarket Segment, which negatively impacted operating profit by $8.7 million compared to the same period in 2025.
- Merger-related expenses, which negatively impacted operating profit by $3.2 million compared to the same period in 2025.

Amortization expense on intangible assets for the Aftermarket Segment was $8.1 million in the first six months of 2026, compared to $7.6 million in the same period of 2025. Depreciation expense on fixed assets for the Aftermarket Segment was $10.5 million in the first six months of 2026, compared to $9.0 million in the same period of 2025.

Interest Expense

Interest expense, net was $16.2 million for the six months ended June 30, 2026, compared to $15.7 million in the same period of 2025. The increase in net interest expense was primarily due to interest on the 2030 Convertible Notes and increased principal borrowed on our Term Loans (as defined in Note 8 of the Notes to Condensed Consolidated Financial Statements) following our refinancing in March 2025, partially offset by interest received on IEEPA Tariff refunds in the second quarter of 2026.

See Note 8 of the Notes to Condensed Consolidated Financial Statements for a description of our credit facilities.

Loss on Extinguishment of Debt

In the six months ended June 30, 2025, we recorded an $8.1 million loss on extinguishment of debt, consisting of $6.2 million in connection with the repurchase of a portion of our 2026 Convertible Notes and $1.9 million related to the repayment of our previous term loan. No loss on extinguishment of debt was recorded for the six months ended June 30, 2026.

Gain on Sale of Real Estate

We sold two owned real estate locations during the second quarter of 2026 for combined net cash proceeds of $2.2 million. The sales resulted in a total net gain on the sale of real estate of $0.6 million for each of the three and six months ended June 30, 2026.

Income Taxes

The effective income tax rate for the six months ended June 30, 2026 and 2025 was 25.9 percent and 26.4 percent, respectively. The effective tax rate for the six months ended June 30, 2026 differed from the Federal statutory rate primarily due to state taxes, foreign taxes, and non-deductible expenses, partially offset by Federal and Indiana research and development credits. The decrease in the effective tax rate for the six months ended June 30, 2026 as compared to the same period in 2025 was primarily due to the recognition of excess tax benefits on stock-based compensation.

LCI INDUSTRIES

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

We maintain a level of cash and liquidity sufficient to allow us to meet our cash needs in the short term. Over the long term, we manage our cash and capital structure to maximize shareholder return, maintain our financial condition, and maintain flexibility for our future strategic investments. We continuously assess our capital requirements, working capital needs, debt and leverage levels, debt and lease maturity schedules, capital expenditure requirements, dividends, future investments or acquisitions, and potential share repurchases. We believe our operating cash flows, credit facilities, as well as any potential future borrowings, will be sufficient to fund our future payments and long-term initiatives.

As of June 30, 2026, we had $216.5 million in cash and cash equivalents, and $595.2 million of availability under our revolving credit facility under the Credit Agreement. We also have the ability to request an increase to the revolving and/or incremental term loan facilities by up to an additional $371.0 million in the aggregate upon approval of the lenders providing any such increase and the satisfaction of certain other conditions. See Note 8 of the Notes to Condensed Consolidated Financial Statements for a description of our credit facilities.

We believe the availability under the revolving credit facility under the Credit Agreement, along with our cash flows from operations, are adequate to finance our anticipated cash requirements for the next twelve months.

The Condensed Consolidated Statements of Cash Flows reflect the following for the six months ended June 30:

| (In thousands) | 2026 | 2025 |
| --- | --- | --- |
| Net cash flows provided by operating activities | $170,218 | $154,937 |
| Net cash flows used in investing activities | (23,117) | (123,350) |
| Net cash flows used in financing activities | (156,796) | (4,102) |
| Effect of exchange rate changes on cash and cash equivalents | 3,592 | (1,310) |
| Net (decrease) increase in cash and cash equivalents | $(6,103) | $26,175 |

Cash Flows from Operating Activities

Net cash flows provided by operating activities were $170.2 million in the first six months of 2026, compared to $154.9 million in the first six months of 2025. The change in net cash flows provided by operating activities was primarily due to an increase in net income of $23.0 million and the net change in assets and liabilities, which generated $4.3 million more cash in the first six months of 2026 compared to the same period in 2025. The primary use of cash in net assets was the increase of $140.6 million in accounts receivable due to seasonally higher sales in the first six months of 2026.

Depreciation and amortization was $60.7 million in the first six months of 2026, and is expected to be approximately $115 to $125 million for the full year 2026. Non-cash stock-based compensation expense in the first six months of 2026 was $12.3 million. Non-cash stock-based compensation expense is expected to be approximately $24 to $27 million for the full year 2026.

Cash Flows from Investing Activities

Cash flows used in investing activities of $23.1 million in the first six months of 2026 were primarily comprised of $28.4 million for capital expenditures. Cash flows used in investing activities of $123.4 million in the first six months of 2025 were primarily comprised of $98.2 million for the acquisition of businesses and $21.8 million for capital expenditures.

Our capital expenditures are primarily for replacement and growth. Over the long term, based on our historical capital expenditures, the replacement portion has averaged approximately one to two percent of net sales, while the growth portion has averaged approximately two to three percent of net sales. However, there are many factors that can impact the actual spending compared to these historical averages. We estimate full year 2026 capital expenditures of $55 to $65 million, including investments in automation and lean projects, which we expect to fund with cash flows from operations or periodic borrowings under the revolving credit facility.

LCI INDUSTRIES

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

Capital expenditures in the first six months of 2026 were funded by cash on hand. Capital expenditures and any acquisitions in the remainder of fiscal year 2026 are expected to be funded primarily from cash generated from operations, as well as periodic borrowings under our revolving credit facility.

Cash Flows from Financing Activities

Cash flows used in financing activities of $156.8 million in the first six months of 2026 were primarily comprised of the $92.0 million payoff of our 2026 Convertible Notes at maturity, payments of quarterly dividends of $55.9 million, cash outflows of $6.7 million related to the vesting of stock-based awards, net of shares tendered for payment of taxes, and net debt repayments of $2.2 million under our Term Loans and other borrowings.

Cash flows used in financing activities of $4.1 million in the first six months of 2025 were primarily comprised of the following:

- payments of $368.9 million for the repurchase of a portion of our 2026 Convertible Notes,
- debt repayments of $300.8 million under our revolving credit facility, Term Loan, and other borrowings,
- payments of $67.6 million for the purchase of convertible note hedge contracts,
- payments for the repurchase of common stock of $66.3 million,
- payments of quarterly dividends of $58.4 million,
- cash outflows of $4.9 million related to the vesting of stock-based awards, net of shares tendered for payment of taxes, and
- payments of debt issuance costs of $4.8 million,

Partially offset by:

- net proceeds from the issuance of our 2030 Convertible Notes of $448.5 million,
- proceeds from Term Loan borrowings of $391.0 million,
- proceeds from the issuance of warrants of $27.6 million, and
- net proceeds of $1.4 million from the termination of a portion of our 2026 Warrants and 2026 Convertible Note Hedge Transactions.

The Credit Agreement includes both financial and non-financial covenants. The covenants dictate we shall not permit our net leverage ratio to exceed certain limits, shall maintain a minimum debt service coverage ratio, and must meet certain other financial requirements. At June 30, 2026, we were in compliance with all financial covenants.

We have paid regular quarterly dividends since 2016. Future dividend policy with respect to our common stock will be determined by our Board of Directors in light of our prevailing financial needs, earnings, and other relevant factors, including any limitations in our debt agreements, such as maintenance of certain financial ratios.

In May 2022, our Board of Directors authorized a stock repurchase program (the "2022 Share Repurchase Program") for the purchase of up to $200.0 million of our common stock over a three-year period, which ended on May 19, 2025. Under this stock repurchase program, we purchased 308,898 shares at a weighted average price of $91.47 per share during the three months ended March 31, 2025, using approximately $28.3 million of the net proceeds from the offering of the 2030 Convertible Notes. Following such repurchase, no additional shares were purchased under the 2022 Share Repurchase Program prior to its expiration on May 19, 2025.

In May 2025, our Board of Directors authorized a new stock repurchase program (the "2025 Share Repurchase Program") for the purchase of up to $300.0 million of our common stock over a three-year period ending on May 15, 2028. No shares were repurchased during the six months ended June 30, 2026. As of June 30, 2026, there was $200.0 million remaining for the repurchase of shares under the 2025 Share Repurchase Program.

LCI INDUSTRIES

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

CORPORATE GOVERNANCE

We are in compliance with the corporate governance requirements of the SEC and the New York Stock Exchange. Our governance documents, committee charters, and key practices have been posted to the “Investors” section of our website (www.lci1.com) and are updated periodically. The website also contains, or provides direct links to, all SEC filings, press releases and investor presentations. We have also established a Whistleblower Policy, which includes a toll-free hotline (800-461-9330) to report complaints about our accounting, internal controls, auditing matters or other concerns. The Whistleblower Policy and procedure for complaints can be found on our website (www.lci1.com).

CONTINGENCIES

Information required by this item is included in Note 10 of the Notes to Condensed Consolidated Financial Statements and is incorporated herein by reference.

RAW MATERIALS INFLATION

The prices of key raw materials, consisting primarily of steel and aluminum, and components used by us which are made from these raw materials, are influenced by demand and other factors specific to these commodities, including tariffs for materials sourced internationally. The prices for steel and aluminum consumed in certain of our manufactured components were higher during the first six months of 2026 compared to the same period of 2025. Prices of these commodities have historically been volatile and there can be no assurances of future prices. Please see "Results of Operations" above for additional information regarding the impact of raw material costs, including related to tariffs, on our results of operations for the first six months of 2026.

NEW ACCOUNTING PRONOUNCEMENTS

Information required by this item is included in Note 2 of the Notes to Condensed Consolidated Financial Statements.

CRITICAL ACCOUNTING ESTIMATES

Our Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which requires certain estimates and assumptions to be made that affect amounts and disclosures reported in those financial statements and the related accompanying notes. Actual results could differ from these estimates and assumptions.

For a discussion of our critical accounting estimates, refer to Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to our critical accounting estimates as described in that Annual Report.

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains certain "forward-looking statements" with respect to our financial condition, results of operations, profitability, margins, business strategies, operating efficiencies or synergies, competitive position, growth opportunities, acquisitions, plans and objectives of management, markets for the Company's common stock, the impact of legal proceedings, and other matters. Statements in this Form 10-Q that are not historical facts are "forward-looking statements" for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 27A of the Securities Act of 1933, as amended, and involve a number of risks and uncertainties.

Forward-looking statements, including, without limitation, those relating to the Company's production levels, future business prospects, net sales, expenses and income (loss), capital expenditures, tax rate, cash flow, financial condition, liquidity, covenant compliance, retail and wholesale demand, integration of acquisitions, R&D investments, commodity prices, addressable markets, industry trends, and the Mergers, whenever they occur in this Form 10-Q, are necessarily estimates reflecting the best judgment of the Company's senior management at the time such statements were made. There are a number of factors, many of which are beyond the Company’s control, which could cause actual results and events to differ materially from those described in the forward-looking statements. These factors include, in addition to other matters described in this Form 10-Q, (1) the impacts of costs and availability of, and tariffs on, raw materials (particularly steel and aluminum) and other components, (2) tariff refunds and related pass through to customers, (3) future pandemics, geopolitical tensions, armed

LCI INDUSTRIES

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

conflicts, or natural disasters on the global economy and on the Company's customers, suppliers, team members, business and cash flows, (4) pricing pressures due to domestic and foreign competition, (5) seasonality and cyclicality in the industries to which we sell our products, (6) availability of credit for financing the retail and wholesale purchase of products for which we sell our components, (7) inventory levels of retail dealers and manufacturers, availability of transportation for products for which we sell our components, (8) the financial condition of our customers, (9) the financial condition of retail dealers of products for which we sell our components, (10) retention and concentration of significant customers, (11) the costs, pace of, and successful integration of acquisitions and other growth initiatives, (12) availability and costs of production facilities and labor, team member benefits, team member retention, realization and impact of expansion plans, (13) efficiency improvements and cost reductions, (14) the disruption of business resulting from natural disasters or other unforeseen events, (15) the successful entry into new markets, (16) the costs of compliance with environmental laws, laws of foreign jurisdictions in which we operate, other operational and financial risks related to conducting business internationally, and increased governmental regulation and oversight, (17) information technology performance and security, (18) the ability to protect intellectual property, (19) warranty and product liability claims or product recalls, (20) interest rates, oil and gasoline prices, and availability, the impact of international, national and regional economic conditions and consumer confidence on the retail sale of products for which we sell our components, (21) risks related to the pending Mergers, including (a) the risk that the cost savings and any revenue synergies from the Mergers may not be fully realized or may take longer than anticipated to be realized, (b) disruption to each party’s business as a result of the announcement and pendency of the Mergers, (c) the risk that the integration of each party’s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate as a result of unexpected factors or events, (d) the failure to obtain the necessary approvals by the stockholders of the Company or Patrick, (e) the ability by each of the Company and Patrick to obtain required governmental approvals of the Mergers on the timeline expected, or at all, and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Mergers, (f) reputational risk and the reaction of each party’s customers, suppliers, employees or other business partners to the Mergers, (g) the failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing the Mergers or the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (h) the possibility that the Mergers may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (i) risks related to management and oversight of the expanded business and operations of the combined company due to the increased size and complexity, (j) the possibility of increased scrutiny by, and/or additional regulatory requirements of, governmental authorities as a result of the Mergers or the size, scope and complexity of the combined company’s business operations, and (k) the outcome of any legal or regulatory proceedings that may be currently pending or later instituted against the Company, Patrick or the combined company before or after the Mergers, and (22) other risks and uncertainties discussed more fully under the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and in this Quarterly Report on Form 10-Q, and in the Company's subsequent filings with the SEC, including the Company's Quarterly Reports on Form 10-Q. Readers of this report are cautioned not to place undue reliance on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. The Company disclaims any obligation or undertaking to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made, except as required by law.

## Item 3. – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 3 – QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk related to changes in short-term interest rates on our variable rate debt. Depending on the interest rate option selected as further described in Note 8 of the Notes to Condensed Consolidated Financial Statements, interest is charged based on an indexed rate plus an applicable margin. Assuming a hypothetical increase of 0.25 percent in the indexed interest rate (which approximates a six percent increase of the weighted-average interest rate on our borrowings as of June 30, 2026), our results of operations would not be materially affected.

We are also exposed to changes in the prices of raw materials, specifically steel and aluminum. We have, from time to time, entered into derivative instruments for the purpose of managing a portion of the exposures associated with fluctuations in steel and aluminum prices. While these derivative instruments are subject to fluctuations in value, these fluctuations are generally offset by the changes in fair value of the underlying exposures. We had no outstanding derivative instruments on commodities at June 30, 2026 and December 31, 2025.

We have historically been able to obtain sales price increases to partially offset the majority of raw material cost increases. However, there can be no assurance future cost increases, if any, can be partially or fully passed on to customers, or that the timing of such sales price increases will match raw material cost increases. Our tariff mitigation strategy of diversifying our supply chain, with help from our vendors and other sourcing strategies, enabled us to minimize the impact of pricing to our customers as well as support profitability in the second quarter of 2026.

Additional information required by this item is included under the caption "Raw Materials Inflation" in the Management's Discussion and Analysis of Financial Condition and Results of Operations section of this report.

## ITEM 4 – CONTROLS AND PROCEDURES

a.Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure, in accordance with the definition of "disclosure controls and procedures" in Rule 13a-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance of achieving the desired control objectives. Management included in its evaluation the cost-benefit relationship of possible controls and procedures. We continually evaluate our disclosure controls and procedures to determine if changes are appropriate based upon changes in our operations or the business environment in which we operate.

As of the end of the period covered by this Form 10-Q, we performed an evaluation, under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.

b.Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

LCI INDUSTRIES

PART II – OTHER INFORMATION

## ITEM 1 – LEGAL PROCEEDINGS

In the normal course of business, we are subject to proceedings, lawsuits, regulatory agency inquiries, and other claims. All such matters are subject to uncertainties and outcomes that are not predictable with assurance. While these matters could materially affect operating results when resolved in future periods, management believes that, after final disposition, including anticipated insurance recoveries in certain cases, any monetary liability or financial impact to the Company beyond that provided for in the Condensed Consolidated Balance Sheet as of June 30, 2026, would not be material to our financial position or results of operations.

## ITEM 1A – RISK FACTORS

Other than the risk factors set forth below, there have been no material changes to the matters discussed in Part I, Item 1A – Risk Factors in our Annual Report on Form 10-K as filed with the SEC on February 26, 2026.

Risks Relating to the Mergers with Patrick

We have identified certain additional risk factors in connection with the Merger Agreement and the Mergers. These risks and the other risks associated with the Mergers will be more fully discussed in the joint proxy statement/prospectus that will be included in the registration statement on Form S-4 that Patrick intends to file with the SEC in connection with the Mergers.

The Mergers are subject to conditions, including certain conditions that are beyond our and Patrick’s control and may not be satisfied at all or on a timely basis. Failure to complete the Mergers could have material and adverse effects on us.

Completion of the Mergers is subject to a number of conditions set forth in the Merger Agreement. Some of the conditions, such as approval by our stockholders and by Patrick stockholders and certain regulatory approvals, are beyond our and Patrick’s control, which make the completion and timing of the completion of the Mergers uncertain. In addition, the Merger Agreement contains certain termination rights for both us and Patrick, which if exercised, will also result in the Mergers not being consummated. Furthermore, the governmental authorities from which the regulatory approvals are required may impose conditions on the completion of the Mergers or require changes to the terms of the Merger Agreement.

If the Mergers are not completed for any reason, our ongoing business may be adversely affected and, without realizing any of the benefits of having completed the Mergers, we would be subject to a number of risks, including the following:

- we may experience negative reactions from the financial markets, including negative effects on our stock price;
- we may experience negative reactions from our customers and vendors;
- we will have incurred substantial expenses and will be required to pay certain costs relating to the Mergers, including legal, accounting and other fees, whether or not the Mergers are completed; and
- our management team will have devoted substantial time and resources to matters relating to the Mergers, and would otherwise have devoted such time and resources to other opportunities that may have been beneficial to us, which could cause us to lag competitor advances.

In addition, if the Merger Agreement is terminated and we seek another merger or business combination, our stock price could decline, which could make it more difficult to find a party willing to offer equivalent or more attractive consideration than the consideration Patrick has agreed to provide in the Mergers.

We will be subject to business uncertainties and contractual restrictions while the Mergers are pending.

Uncertainty about the effect of the Mergers on our employees and customers may have an adverse effect on us. These uncertainties may impair our ability to attract, retain, and motivate key personnel until the Mergers are completed and could cause customers and others that deal with us to seek to change existing business relationships with us. In addition, subject to certain exceptions, we have agreed to operate our business in the ordinary course in all material respects and to refrain from taking certain actions that may adversely affect our ability to consummate the transactions contemplated by the Merger

Agreement on a timely basis without the consent of Patrick. These restrictions may prevent us from pursuing attractive business opportunities that may arise prior to the completion of the Mergers. Employee retention may be particularly challenging during the pendency of the Mergers, as employees may experience uncertainty about their roles with the combined company following the Mergers.

The Merger Agreement limits our and Patrick’s abilities to pursue alternatives to the Mergers and could discourage a potential competing acquiror or other strategic transaction partner from making a favorable alternative transaction proposal.

In the Merger Agreement, we and Patrick have agreed, subject to certain exceptions, not to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any unsolicited alternative acquisition proposals. In addition, upon termination of the Merger Agreement under certain circumstances specified therein, we or Patrick would be required to pay the other party a termination fee equal to $94.2 million. These provisions could discourage a potential acquirer or other strategic transaction partner that might have an interest in acquiring all or a significant portion of our company from considering or pursuing an alternative transaction with us or proposing such a transaction. These provisions might also result in a potential acquirer or other strategic transaction partner proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.

Shareholder litigation could prevent or delay the closing of the Mergers or otherwise negatively affect our business and operations.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition or merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our and Patrick’s respective liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Mergers, that injunction may delay or prevent the Mergers from being completed, which may adversely affect our and Patrick’s businesses, financial positions and results of operations, as described above under “The Mergers are subject to conditions, including certain conditions that are beyond our and Patrick’s control and may not be satisfied at all or on a timely basis. Failure to complete the Mergers could have material and adverse effects on us.”

We have incurred and are expected to incur substantial costs related to the Mergers.

We have incurred and expect to incur a number of non-recurring costs associated with the Mergers. These costs include, or will include, legal, financial advisory, accounting, consulting and other advisory fees, retention, severance and employee benefit-related costs, public company filings fees and other regulatory fees, financial printing and other printing costs. Some of these costs are payable by us regardless of whether or not the Mergers are completed.

Because the market price of Patrick common stock may fluctuate, our stockholders cannot be certain of the precise value of the consideration they may receive in the Mergers.

At the time the First Merger is completed, each issued and outstanding share of our common stock (other than certain shares held by us, Patrick or any of our respective subsidiaries) will be converted into the right to receive 1.2440 shares of Patrick common stock. Because such exchange ratio is fixed (subject to adjustments in accordance with the terms of the Merger Agreement), it will not change between now and the time the First Merger is completed, regardless of whether the market price of our common stock or Patrick common stock changes, and the value of the consideration our stockholders will receive in the Mergers will depend on the market price of Patrick common stock at the time the First Merger is completed. This market value may be less or more than the value used to determine the exchange ratio stated in the Merger Agreement. The market price of our common stock and Patrick common stock have fluctuated since the date of the announcement of the parties’ entry into the Merger Agreement and will continue to fluctuate as a result of a variety of factors, including general market and economic conditions, changes in our and Patrick’s businesses, operations and prospects, and regulatory considerations. Many of these factors are outside of our and Patrick’s control. Because the market prices of our common stock and Patrick common stock will fluctuate prior to the consummation of the Mergers, our stockholders will not know, or be able to determine, the market value of shares of Patrick common stock that they will receive in the Mergers as compared to the market value of our common stock immediately prior to the Mergers.

The Merger Agreement between us and Patrick may be terminated in accordance with its terms and the Mergers may not be completed.

The Merger Agreement is subject to a number of conditions which must be fulfilled in order to complete the Mergers. Those conditions include, among other things: (i) adoption of the Merger Agreement by our stockholders, (ii) approval by Patrick stockholders of (a) the issuance of shares of Patrick common stock in connection with the First Merger and (b) an amendment to the articles of incorporation of Patrick to, among other things, increase the number of authorized shares set forth therein and (iii) receipt of required regulatory approvals. These conditions to the closing may not be fulfilled in a timely manner or at all, and, accordingly, the Mergers may not be completed. In addition, the parties can mutually decide to terminate the Merger Agreement at any time, before or after the requisite stockholder approvals, or we or Patrick may elect to terminate the Merger Agreement in certain other circumstances.

 Combining us and Patrick may be more difficult, costly or time-consuming than expected, and the combined company may fail to realize the anticipated benefits of the Mergers.

The success of the Mergers will depend, in part, on the ability to realize the anticipated synergies from combining the businesses of us and Patrick. To realize the anticipated synergies from the Mergers, we and Patrick must successfully integrate and combine businesses in a manner that permits those synergies to be realized without adversely affecting current revenues and future growth. If we and Patrick are not able to successfully achieve these objectives, the anticipated benefits of the Mergers may not be realized fully or at all or may take longer to realize than expected. In addition, the synergies of the Mergers could be less than anticipated, and integration may result in additional and unforeseen expenses.

An inability to realize the full extent of the anticipated benefits of the Mergers, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of the combined company following the completion of the Mergers, which may adversely affect the value of the common stock of the combined company following the completion of the Mergers.

We and Patrick have operated and, until the completion of the Mergers, must continue to operate, independently. It is possible that the integration process could result in the loss of key employees or the disruption of each company’s ongoing businesses. Integration efforts between the companies may also divert management attention and resources. These integration matters could have an adverse effect on us during this transition period and for an undetermined period after completion of the Mergers on the combined company.

The combined company may be unable to retain our and/or Patrick personnel successfully after the Mergers are completed.

The success of the Mergers will depend in part on the combined company’s ability to retain the talent and dedication of key employees currently employed by us and Patrick. It is possible that these employees may decide not to remain with us or Patrick, as applicable, while the Mergers are pending or with the combined company after the Mergers are consummated. If we and Patrick are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, we and Patrick could face disruptions in operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the Mergers, if key employees terminate their employment, the combined company’s business activities may be adversely affected, and management’s attention may be diverted from successfully hiring suitable replacements, all of which may cause the combined company’s business to suffer. We and Patrick also may not be able to locate or retain suitable replacements for any key employees who leave either company.

## ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

## ITEM 5 - OTHER INFORMATION

During the three months ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

## ITEM 6 – EXHIBITS

a) Exhibits as required by Item 601 of Regulation S-K:

|  |  |  |
| --- | --- | --- |
| 1 | 2.1+ | Agreement and Plan of Merger, dated June 30, 2026, by and among LCI Industries, Patrick Industries, Inc., Planet First Merger Sub Inc., and Planet Second Merger Sub LLC (incorporated by reference to Exhibit 2.1 included in the Registrant's Form 8-K filed on June 30, 2026). |
| 2 | 3.1 | Amended and Restated Certificate of Incorporation of LCI Industries, conformed version that includes all amendments through May 16, 2024 (incorporated by reference to Exhibit 3.3 included in the Registrant's Form 10-Q filed on August 6, 2024). |
| 3 | 3.2 | Amended and Restated Bylaws of LCI Industries, effective March 9, 2023 (incorporated by reference to Exhibit 3.2 included in the Registrant's Form 10-Q filed on May 9, 2023). |
| 4 | 10.1 | LCI Industries Amended 2018 Omnibus Incentive Plan. |
| 5 | 10.2 | Separation Agreement and General Release dated June 3, 2026, between Jason D. Lippert and Lippert Components, Inc. (incorporated by reference to Exhibit 10.1 included in the Registrant's Form 8-K filed on June 5, 2026). |
| 6 | 10.3 | Offer Letter dated June 4, 2026 between John A. Sirpilla and Lippert Components, Inc. (incorporated by reference to Exhibit 10.2 included in the Registrant's Form 8-K filed on June 5, 2026). |
| 7 | 10.4 | Amended and Restated Executive Employment Agreement dated June 19, 2026, between Jamie M. Schnur and Lippert Components, Inc. |
| 8 | 10.5 | Amended and Restated Executive Employment Agreement dated June 19, 2026, between Ryan R. Smith and Lippert Components, Inc. |
| 9 | 31.1 | Certification of Chief Executive Officer required by Rule 13a-14(a). |
| 10 | 31.2 | Certification of Chief Financial Officer required by Rule 13a-14(a). |
| 11 | 32.1 | Certification of Chief Executive Officer required by Rule 13a-14(b) and Section 1350 Chapter 63 of Title 18 of the United States Code. |
| 12 | 32.2 | Certification of Chief Financial Officer required by Rule 13a-14(b) and Section 1350 Chapter 63 of Title 18 of the United States Code. |
| 13 | 101 | The following information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Income; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Cash Flows; (v) Condensed Consolidated Statements of Stockholders’ Equity; (vi) Notes to Condensed Consolidated Financial Statements; and (vii) information in Part II, Item 5. |
| 14 | 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |

+ Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. LCI Industries agrees to furnish a copy of such schedules and similar attachments to the SEC upon request.

LCI INDUSTRIES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

LCI INDUSTRIES

Registrant

By /s/ Lillian D. Etzkorn

Lillian D. Etzkorn

Chief Financial Officer

August 5, 2026

---

## EX-10.1

SEC source: [ex101amended2018omnibusinc.htm](https://www.sec.gov/Archives/edgar/data/763744/000076374426000070/ex101amended2018omnibusinc.htm)

Exhibit 10.1

LCI INDUSTRIES

AMENDED 2018 OMNIBUS INCENTIVE PLAN

1. Purpose. The purpose of the LCI Industries Amended 2018 Omnibus Incentive Plan (the “Plan”) is to attract and retain certain executives and personnel for positions of responsibility with the Company, to provide additional incentives to them and align their interests with those of the Company’s stockholders, and to thereby promote the Company’s long-term business success.

2. Definitions. In this Plan, the following definitions will apply.

(a) “Affiliate” means any entity that is a Subsidiary of the Company, or any other entity in which the Company owns, directly or indirectly, at least 25% of combined voting power of the entity’s Voting Securities and which is designated by the Committee as covered by the Plan.

(b) “Agreement” means the written or electronic agreement, notice or other document containing the terms and conditions applicable to each Award granted under the Plan, including all amendments thereto. An Agreement is subject to the terms and conditions of the Plan.

(c) “Award” means a grant made under the Plan in the form of Options, Stock Appreciation Rights, Restricted Stock, Stock Units, Other Stock-Based Award or a Cash Incentive Award.

(d) “Board” means the Board of Directors of the Company.

(e) “Cash Incentive Award” means a dollar-denominated Award as described in Section 11(b).

(f) “Cause” means, unless otherwise defined in a then-effective written agreement (including an Agreement) between a Participant and the Company or any Affiliate, a Participant’s (i) material failure to perform satisfactorily the duties reasonably required of the Participant by the Company (other than by reason of Disability); (ii) material violation of any law, rule, regulation, court order or regulatory directive (other than traffic violations, misdemeanors or other minor offenses), including, but not limited to, a violation of any federal or state securities laws, rules or regulations or of any rule or other requirement of any securities exchanges on which the Company’s Shares may, at the time, be listed; (iii) material breach of the Company's business conduct or ethics code or of any fiduciary duty or nondisclosure, non-solicitation, non-competition or similar obligation owed to the Company or any Affiliate; (iv) engaging in any act or practice that involves personal dishonesty on the part of the Participant or demonstrates a willful and continuing disregard for the best interests of the Company and its Affiliates; or (v) engaging in dishonorable or disruptive behavior, practices or acts which would be reasonably expected to harm or bring disrepute to the Company or any of its Affiliates, their business or any of their customers, employees or vendors.

(g) “Change in Control” means one of the following:

(1) An Exchange Act Person becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding Voting Securities, except that the following will not constitute a Change in Control:

(A) any acquisition of securities of the Company by an Exchange Act Person from the Company for the purpose of providing financing to the Company;

(B) any formation of a Group consisting solely of beneficial owners of the Company's Voting Securities as of the effective date of this Plan;

(C) any repurchase or other acquisition by the Company of its Voting Securities that causes any Exchange Act Person to become the beneficial owner of 30% or more of the Company’s Voting Securities; or

(D) with respect to any particular Participant, any acquisition of securities of the Company by the Participant, any Group including the Participant, or any entity controlled by the Participant or a Group including the Participant.

If, however, an Exchange Act Person or Group referenced in clause (A), (B) or (C) above acquires beneficial ownership of additional Company Voting Securities after initially becoming the beneficial owner of 30% or more of the combined voting power of the Company’s Voting Securities by one of the means described in those clauses, then a Change in Control will be deemed to have occurred. Furthermore, a Change in Control will occur if a Person becomes the beneficial owner of more than 50% of the Company’s Voting Securities as the result of a Corporate Transaction only if the Corporate Transaction is itself a Change in Control pursuant to subsection 2(g)(3).

(2) Individuals who are Continuing Directors cease for any reason to constitute a majority of the members of the Board.

(3) A Corporate Transaction is consummated, unless, immediately following such Corporate Transaction, all or substantially all of the individuals and entities who were the beneficial owners of the Company's Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, 50% or more of the combined voting power of the then outstanding Voting Securities of the surviving or acquiring entity resulting from such Corporate Transaction (including beneficial ownership through any Parent of such entity) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Company's Voting Securities.

Notwithstanding the foregoing, to the extent that any Award constitutes a deferral of compensation subject to Code Section 409A, and if that Award provides for a change in the time or form of payment upon a Change in Control, then no Change in Control shall be deemed to have occurred upon an event described in this Section 2(f) unless the event would also constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under Code Section 409A.

(h) “Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time. For purposes of the Plan, references to sections of the Code shall be deemed to include any applicable regulations thereunder and any successor or similar statutory provisions.

(i) “Committee” means two or more Non-Employee Directors designated by the Board to administer the Plan under Section 3, each member of which shall be (i) an independent director within the

2

meaning of applicable stock exchange rules and regulations and (ii) a non-employee director within the meaning of Exchange Act Rule 16b-3.

(j) “Company” means LCI Industries, a Delaware corporation, and any successor thereto.

(k) “Continuing Director” means an individual (i) who is, as of the effective date of the Plan, a director of the Company, or (ii) who becomes a director of the Company after the effective date hereof and whose initial election, or nomination for election by the Company’s stockholders, was approved by at least a majority of the then Continuing Directors, but excluding, for purposes of this clause (ii), an individual whose initial assumption of office occurs as the result of an actual proxy contest involving the solicitation of proxies or consents by a person or Group other than the Board, or by reason of an agreement intended to avoid or settle an actual or threatened proxy contest.

(l) “Corporate Transaction” means (i) a sale or other disposition of all or substantially all of the assets of the Company, or (ii) a merger, consolidation, share exchange or similar transaction involving the Company, regardless of whether the Company is the surviving corporation.

(m) “Disability” means (A) any permanent and total disability under any long-term disability plan or policy of the Company or its Affiliates that covers the Participant, or (B) if there is no such long-term disability plan or policy, “total and permanent disability” within the meaning of Code Section 22(e)(3).

(n) “Employee” means an employee of the Company or an Affiliate.

(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended and in effect from time to time.

(p) “Exchange Act Person” means any natural person, entity or Group other than (i) the Company or any Affiliate; (ii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate; (iii) an underwriter temporarily holding securities in connection with a registered public offering of such securities; or (iv) an entity whose Voting Securities are beneficially owned by the beneficial owners of the Company’s Voting Securities in substantially the same proportions as their beneficial ownership of the Company’s Voting Securities.

(q) “Fair Market Value” means the fair market value of a Share determined as follows:

(1) If the Shares are readily tradable on an established securities market (as determined under Code Section 409A), then Fair Market Value will be the closing sales price for a Share on the principal securities market on which it trades on the date for which it is being determined, or if no sale of Shares occurred on that date, on the next preceding date on which a sale of Shares occurred, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

(2) If the Shares are not then readily tradable on an established securities market (as determined under Code Section 409A), then Fair Market Value will be determined by the Committee as the result of a reasonable application of a reasonable valuation method that satisfies the requirements of Code Section 409A.

(r) “Full Value Award” means an Award other than an Option Award, Stock Appreciation Right Award or Cash Incentive Award.

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(s) “Grant Date” means the date on which the Committee approves the grant of an Award under the Plan, or such later date as may be specified by the Committee on the date the Committee approves the Award.

(t) “Group” means two or more persons who act, or agree to act together, as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of securities of the Company.

(u) “Non-Employee Director” means a member of the Board who is not an Employee.

(v) “Option” means a right granted under the Plan to purchase a specified number of Shares at a specified price. An “Incentive Stock Option” or “ISO” means any Option designated as such and granted in accordance with the requirements of Code Section 422. A “Non-Qualified Stock Option” or “NQSO” means an Option other than an Incentive Stock Option.

(w) “Other Stock-Based Award” means an Award described in Section 11 of this Plan.

(x) “Parent” means a “parent corporation,” as defined in Code Section 424(e).

(y) “Participant” means a Service Provider to whom a then-outstanding Award has been granted under the Plan.

(z) “Plan” means this LCI Industries Amended 2018 Omnibus Incentive Plan, as amended and in effect from time to time.

(aa) “Prior Plan” means the LCI Industries Equity Award and Incentive Plan, as Amended and Restated on May 22, 2014.

(bb) “Restricted Stock” means Shares issued to a Participant that are subject to such restrictions on transfer, vesting conditions and other restrictions or limitations as may be set forth in this Plan and the applicable Agreement.

(cc) “Service” means the provision of services by a Participant to the Company or any Affiliate in any Service Provider capacity. A Service Provider’s Service shall be deemed to have terminated either upon an actual cessation of providing services to the Company or any Affiliate or upon the entity to which the Service Provider provides services ceasing to be an Affiliate. Except as otherwise provided in this Plan or any Agreement, Service shall not be deemed terminated in the case of (i) any approved leave of absence; (ii) transfers among the Company and any Affiliates in any Service Provider capacity; or (iii) any change in status so long as the individual remains in the service of the Company or any Affiliate in any Service Provider capacity.

(dd) “Service Provider” means an Employee, a Non-Employee Director, or any natural person who is a consultant or advisor, or is employed by a consultant or advisor retained by the Company or any Affiliate, and who provides services (other than in connection with (i) a capital-raising transaction or (ii) promoting or maintaining a market in Company securities) to the Company or any Affiliate.

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(ee) “Share” means a share of Stock.

(ff) “Stock” means the common stock, $0.01 par value per Share, of the Company.

(gg) “Stock Appreciation Right” or “SAR” means the right to receive, in cash and/or Shares as determined by the Committee, an amount equal to the appreciation in value of a specified number of Shares between the Grant Date of the SAR and its exercise date.

(hh) “Stock Unit” means a right to receive, in cash and/or Shares as determined by the Committee, the Fair Market Value of a Share, subject to such restrictions on transfer, vesting conditions and other restrictions or limitations as may be set forth in this Plan and the applicable Agreement.

(ii) “Subsidiary” means a “subsidiary corporation,” as defined in Code Section 424(f), of the Company.

(jj) “Substitute Award” means an Award granted upon the assumption of, or in substitution or exchange for, outstanding awards granted by a company or other entity acquired by the Company or any Affiliate or with which the Company or any Affiliate combines. The terms and conditions of a Substitute Award may vary from the terms and conditions set forth in the Plan to the extent that the Committee at the time of the grant may deem appropriate to conform, in whole or in part, to the provisions of the award in substitution for which it has been granted.

(kk) “Voting Securities” of an entity means the outstanding equity securities (or comparable equity interests) entitled to vote generally in the election of directors of such entity.

3. Administration of the Plan.

(a) Administration. The authority to control and manage the operations and administration of the Plan shall be vested in the Committee in accordance with this Section 3.

(b) Scope of Authority. Subject to the terms of the Plan, the Committee shall have the authority, in its discretion, to take such actions as it deems necessary or advisable to administer the Plan, including:

(1) determining the Service Providers to whom Awards will be granted, the timing of each such Award, the type of and the number of Shares covered by each Award, the terms, conditions, performance criteria, restrictions and other provisions of Awards, the actual achievement of any applicable performance criteria, and the manner in which Awards are paid or settled;

(2) cancelling or suspending an Award or accelerating the vesting or extending the exercise period of an Award, whether by amendment or other action, subject to the requirements of Sections 6(b), 15(d) and 15(e);

(3) adopting sub-plans or special provisions applicable to Awards, establishing, amending or rescinding rules to administer the Plan, interpreting the Plan and any Award or Agreement, reconciling any inconsistency, correcting any defect or supplying an omission in the Plan or any Agreement, and making all other determinations necessary or desirable for the administration of the Plan;

(4) granting Substitute Awards under the Plan;

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(5) taking such actions as are provided in Section 3(c) with respect to Awards to foreign Service Providers; and

(6) requiring or permitting the deferral of the settlement of an Award, and establishing the terms and conditions of any such deferral.

Notwithstanding the foregoing, the Board shall perform the duties and have the responsibilities of the Committee with respect to Awards made to Non-Employee Directors.

(c) Awards to Foreign Service Providers. The Committee may grant Awards to Service Providers who are foreign nationals, who are located outside of the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory requirements of countries outside of the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to comply with applicable foreign laws and regulatory requirements and to promote achievement of the purposes of the Plan. In connection therewith, the Committee may establish such subplans and modify exercise procedures and other Plan rules and procedures to the extent such actions are deemed necessary or desirable, and may take any other action that it deems advisable to obtain local regulatory approvals or to comply with any necessary local governmental regulatory exemptions.

(d) Acts of the Committee; Delegation. A majority of the members of the Committee shall constitute a quorum for any meeting of the Committee, and any act of a majority of the members present at any meeting at which a quorum is present or any act unanimously approved in writing by all members of the Committee shall be the act of the Committee. Any such action of the Committee shall be valid and effective even if one or more members of the Committee at the time of such action are later determined not to have satisfied all of the criteria for membership in clauses (i) and (ii) of Section 2(i). To the extent not inconsistent with applicable law or stock exchange rules, the Committee may delegate all or any portion of its authority under the Plan to any one or more of its members or, as to Awards to Participants who are not subject to Section 16 of the Exchange Act, to one or more directors or executive officers of the Company or to a committee of the Board comprised of one or more directors of the Company. The Committee may also delegate non-discretionary administrative responsibilities in connection with the Plan to such other persons as it deems advisable.

(e) Finality of Decisions. The Committee’s interpretation of the Plan and of any Award or Agreement made under the Plan and all related decisions or resolutions of the Board or Committee shall be final and binding on all parties with an interest therein.

(f) Indemnification. Each person who is or has been a member of the Committee or of the Board, and any other person to whom the Committee delegates authority under the Plan, shall be indemnified by the Company, to the maximum extent permitted by law, against liabilities and expenses imposed upon or reasonably incurred by such person in connection with or resulting from any claims against such person by reason of the performance of the individual's duties under the Plan. This right to indemnification is conditioned upon such person providing the Company an opportunity, at the Company’s expense, to handle and defend the claims before such person undertakes to handle and defend them on such person’s own behalf. The Company will not be required to indemnify any person for any amount paid in settlement of a claim unless the Company has first consented in writing to the settlement. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to

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which such person or persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise.

4. Shares Available Under the Plan.

(a) Maximum Shares Available. Subject to Section 4(b) and to adjustment as provided in Section 12(a), the number of Shares that may be the subject of Awards and issued under the Plan shall be 1,500,000, plus 992,898. No further awards may be made under the Prior Plan after the effective date of this Plan. Shares issued under the Plan may come from authorized and unissued shares or treasury shares. In determining the number of Shares to be counted against this share reserve in connection with any Award, the following rules shall apply:

(1) Shares that are subject to Awards of Options, Stock Appreciation Rights or Full Value Awards shall be counted against the share reserve as one Share for every one Share granted.

(2) Where the number of Shares subject to an Award is variable on the Grant Date, the number of Shares to be counted against the share reserve shall be the maximum number of Shares that could be received under that particular Award, until such time as it can be determined that only a lesser number of shares could be received.

(3) Shares subject to Substitute Awards shall not be counted against the share reserve, nor shall they reduce the Shares authorized for grant to a Participant in any calendar year.

(4) Awards that may be settled solely in cash shall not be counted against the share reserve, nor shall they reduce the Shares authorized for grant to a Participant in any calendar year.

(b) Effect of Forfeitures and Other Actions. Any Shares subject to an Award, or to an award granted under the Prior Plan that is outstanding on the effective date of this Plan (a “Prior Plan Award”), that expires, is cancelled or forfeited, is settled for cash or otherwise does not result in the issuance of all of the Shares subject to such Award (including as a result of the settlement in Shares of the exercise of a Stock Appreciation Right) shall, to the extent of such cancellation, forfeiture, expiration, cash settlement or non-issuance, again become available for Awards under this Plan, and the share reserve under Section 4(a) shall be correspondingly replenished. In addition, if (i) payment of the exercise price of any Award or Prior Plan Award is made through the tendering (either actually or by attestation) of Shares by the Participant or by the withholding of Shares by the Company or (ii) satisfaction of any tax withholding obligations arising from any Award or Prior Plan Award occurs through the tendering (either actually or by attestation) of Shares by the Participant or by the withholding of Shares by the Company, then the Shares so tendered or withheld shall become available for Awards under this Plan and the share reserve under Section 4(a) shall be correspondingly replenished. Shares repurchased by the Company with proceeds received from the exercise of a stock option issued under this Plan or the Prior Plan shall not, however, again become available for Awards or replenish the share reserve under Section 4(a).

(c) Effect of Plans Operated by Acquired Companies. If a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall

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supplement the Share reserve under Section 4(a). Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan absent the acquisition or combination, and shall only be made to individuals who were not Employees or Non-Employee Directors prior to such acquisition or combination.

(d) No Fractional Shares. Unless otherwise determined by the Committee, the number of Shares subject to an Award shall always be a whole number. No fractional Shares may be issued under the Plan, but the Committee may, in its discretion, adopt any rounding convention it deems suitable or pay cash in lieu of any fractional Share in settlement of an Award.

(e) Individual Option and SAR Limit. The aggregate number of Shares subject to Option and/or Stock Appreciation Right Awards granted during any calendar year to any one Participant other than a Non-Employee Director shall not exceed 250,000 Shares (subject to adjustment as provided in Section 12(a)).

(f) Compensation Limit. With respect to Full Value Awards that are denominated in Shares or Share equivalents, the maximum number of Shares that may be the subject of such awards and that are granted to any one Participant during any calendar year shall not exceed 250,000 Shares (subject to adjustment as provided in Section 12(a)). With respect to Full Value Awards and Cash Incentive Awards that are denominated other than in Shares or Share equivalents the maximum amount payable with respect to such awards and that are granted to any one Participant during any calendar year shall not exceed $9,000,000.

(g) Limits on Awards to Non-Employee Directors. The aggregate grant date fair value (as determined in accordance with generally accepted accounting principles applicable in the United States) of all Awards granted during any calendar year to any Non-Employee Director (excluding any Awards granted at the election of a Non-Employee Director in lieu of all or any portion of retainers or fees otherwise payable to Non-Employee Directors in cash) with respect to such individual’s Service as (i) a Non-Employee Director (excluding the Chairman of the Board) shall not exceed $500,000 and (ii) a Non-Employee Director who is also serving as Chairman of the Board, shall not exceed $800,000.

5. Eligibility. Participation in the Plan is limited to Service Providers. Incentive Stock Options may only be granted to Employees.

6. General Terms of Awards.

(a) Award Agreement. Each Award shall be evidenced by an Agreement setting forth the amount of the Award together with such other terms and conditions applicable to the Award (and not inconsistent with the Plan) as determined by the Committee. An Award to a Participant may be made singly or in combination with any form of Award. Two types of Awards may be made in tandem with each other such that the exercise of one type of Award with respect to a number of Shares reduces the number of Shares subject to the related Award by at least an equal amount.

(b) Vesting and Term. Each Agreement shall set forth the period until the applicable Award is scheduled to vest and, if applicable, expire (which shall not be more than ten years from the Grant Date), and, consistent with the requirements of this Section 6(b), the applicable vesting conditions and any applicable performance period. Awards that vest based solely on the satisfaction by the Participant of service-based vesting conditions shall be subject to a vesting period of not less than one year from the applicable Grant Date (during which no portion of the Award may be scheduled to vest), and Awards

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whose grant or vesting is subject to the satisfaction of performance goals over a performance period shall be subject to a performance period of not less than one year. The foregoing minimum vesting and performance periods will not, however, apply in connection with: (i) a Change in Control as provided in Section 12(b)(2), 12(b)(4) or 12(c), (ii) a termination of Service due to death or Disability, (iii) to a Substitute Award that does not reduce the vesting period of the award being replaced, (iv) Awards made to Non-Employee Directors in payment of or exchange for other compensation already earned and payable, and (v) outstanding, exercised and settled Awards involving an aggregate number of Shares not in excess of 5% of the Plan’s share reserve specified in Section 4(a). For purposes of Awards to Non-Employee Directors, a vesting period will be deemed to be one year if it runs from the date of one annual meeting of the Company’s stockholders to the date of the next annual meeting of the Company’s stockholders. Unless the Committee provides otherwise, the vesting of Awards granted hereunder will be suspended during any unpaid leave of absence.

(c) Transferability. Except as provided in this Section 6(c), (i) during the lifetime of a Participant, only the Participant or the Participant’s guardian or legal representative may exercise an Option or SAR, or receive payment with respect to any other Award; and (ii) no Award may be sold, assigned, transferred, exchanged or encumbered, voluntarily or involuntarily, other than by will or the laws of descent and distribution. Any attempted transfer in violation of this Section 6(c) shall be of no effect. The Committee may, however, provide in an Agreement or otherwise that an Award (other than an Incentive Stock Option) may be transferred pursuant to a domestic relations order or may be transferable by gift to any “family member” (as defined in General Instruction A.1(a)(5) to Form S-8 under the Securities Act of 1933) of the Participant. Any Award held by a transferee shall continue to be subject to the same terms and conditions that were applicable to that Award immediately before the transfer thereof. For purposes of any provision of the Plan relating to notice to a Participant or to acceleration or termination of an Award upon the death or termination of Service of a Participant, the references to “Participant” shall mean the original grantee of an Award and not any transferee.

(d) Designation of Beneficiary. To the extent permitted by the Committee, a Participant may designate a beneficiary or beneficiaries to exercise any Award or receive a payment under any Award that is exercisable or payable on or after the Participant’s death. Any such designation shall be on a form approved by the Company and shall be effective upon its receipt by the Company.

(e) Termination of Service. Unless otherwise provided in an applicable Agreement or another then-effective written agreement between a Participant and the Company, and subject to Section 12 of this Plan, if a Participant’s Service with the Company and all of its Affiliates terminates, the following provisions shall apply (in all cases subject to the scheduled expiration of an Option or SAR Award, as applicable):

(1) Upon termination of Service for Cause, or upon conduct during a post-termination exercise period that would constitute Cause, all unexercised Option and SAR Awards and all unvested portions of any other outstanding Awards shall be immediately forfeited without consideration.

(2) Upon termination of Service for any other reason, all unvested and unexercisable portions of any outstanding Awards shall be immediately forfeited without consideration.

(3) Upon termination of Service for any reason other than Cause, death or Disability, the currently vested and exercisable portions of Option and SAR Awards may be exercised for a period of three months after the date of such termination. However, if a Participant thereafter dies during such

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three-month period, the vested and exercisable portions of the Option and SAR Awards may be exercised for a period of one year after the date of such termination.

(4) Upon termination of Service due to death or Disability, the currently vested and exercisable portions of Option and SAR Awards may be exercised for a period of one year after the date of such termination.

(f) Rights as Stockholder. Except as otherwise provided in Section 6(h) or Section 9(b), no Participant shall have any rights as a stockholder with respect to any Shares covered by an Award unless and until the date the Participant becomes the holder of record of the Shares, if any, to which the Award relates.

(g) Performance-Based Awards. Any Award may be granted as a performance-based Award if the Committee establishes one or more measures of corporate, business unit or individual performance which must be attained, and the performance period over which the specified performance is to be attained, as a condition to the grant, vesting, exercisability, lapse of restrictions and/or settlement in cash or Shares of such Award. In connection with any such Award, the Committee shall determine the extent to which performance measures have been attained and other applicable terms and conditions have been satisfied, and the degree to which the grant, vesting, exercisability, lapse of restrictions and/or settlement of such Award has been earned. Any performance-based Award shall additionally be subject to the requirements of Section 16 of this Plan. The Committee shall also have the authority to provide, in an Agreement or otherwise, for the modification of a performance period and/or adjustments to or waivers of the achievement of performance goals under specified circumstances such as (i) the occurrence of events that are unusual in nature or infrequently occurring, such as a Change in Control, an equity restructuring (as described in Section 12(a)), acquisitions, divestitures, restructuring activities, recapitalizations, or asset write-downs, (ii) a change in applicable tax laws or accounting principles, or (iii) the Participant’s death or Disability.

(h) Dividends and Dividend Equivalents. No dividends, dividend equivalents or distributions will be paid with respect to Shares subject to an Option or SAR Award. Any dividends or distributions payable with respect to Shares that are subject to the unvested portion of a Restricted Stock Award will be subject to the same restrictions and risk of forfeiture as the Shares to which such dividends or distributions relate. In its discretion, the Committee may provide in an Agreement for a Stock Unit Award or an Other Stock-Based Award that the Participant will be entitled to receive dividend equivalents, based on dividends actually declared and paid on outstanding Shares, on the units or other Share equivalents subject to the Stock Unit Award or Other Stock-Based Award, and if the Committee so provides for dividend equivalents, such dividend equivalents shall be subject to the same restrictions and risk of forfeiture as the units or other Share equivalents to which such dividend equivalents relate. The additional terms of any such dividend equivalents will be as set forth in the applicable Agreement, including the time and form of payment and whether such dividend equivalents will be credited with interest or deemed to be reinvested in additional units or Share equivalents. Any Shares issued or issuable during the term of this Plan as the result of the reinvestment of dividends or the deemed reinvestment of dividend equivalents in connection with an Award or a Prior Plan Award shall be counted against, and replenish upon any subsequent forfeiture, the Plan’s share reserve as provided in Section 4.

(i) Deferrals of Full Value Awards or Cash Incentive Awards. The Committee may, in its discretion, permit or require the deferral by a Participant of the issuance of Shares or payment of cash in settlement of any Full Value Award or Cash Incentive Award, subject to such terms, conditions, rules and procedures as it may establish or prescribe for such purpose and with the intention of complying with the

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applicable requirements of Code Section 409A. The terms, conditions, rules and procedures for any such deferral shall be set forth in writing in the relevant Agreement or in such other agreement, plan or document as the Committee may determine, or some combination of such documents. The terms, conditions, rules and procedures for any such deferral shall address, to the extent relevant, matters such as: (i) the amount of compensation that may or must be deferred (or the method for calculating the amount); (ii) the permissible time(s) and form(s) of payment of deferred amounts; (iii) the terms and conditions of any deferral elections by a Participant or of any deferral required by the Company; and (iv) the crediting of interest or dividend equivalents on deferred amounts.

7. Stock Option Awards.

(a) Type and Exercise Price. The Agreement pursuant to which an Option Award is granted shall specify whether the Option is an Incentive Stock Option or a Non-Qualified Stock Option. The exercise price at which each Share subject to an Option Award may be purchased shall be determined by the Committee and set forth in the Agreement, and shall not be less than the Fair Market Value of a Share on the Grant Date, except in the case of Substitute Awards (to the extent consistent with Code Section 409A and, in the case of Incentive Stock Options, Code Section 424).

(b) Payment of Exercise Price. The purchase price of the Shares with respect to which an Option Award is exercised shall be payable in full at the time of exercise. The purchase price may be paid in cash or in such other manner as the Committee may permit, including by payment under a broker-assisted sale and remittance program, by withholding Shares otherwise issuable to the Participant upon exercise of the Option or by delivery to the Company of Shares (by actual delivery or attestation) already owned by the Participant (in either case, such Shares having a Fair Market Value as of the date the Option is exercised equal to the purchase price of the Shares being purchased).

(c) Exercisability and Expiration. Each Option Award shall be exercisable in whole or in part on the terms provided in the Agreement. No Option Award shall be exercisable at any time after its scheduled expiration. When an Option Award is no longer exercisable, it shall be deemed to have terminated.

(d) Incentive Stock Options.

(1) An Option Award will constitute an Incentive Stock Option Award only if the Participant receiving the Option Award is an Employee, and only to the extent that (i) it is so designated in the applicable Agreement and (ii) the aggregate Fair Market Value (determined as of the Option Award’s Grant Date) of the Shares with respect to which Incentive Stock Option Awards held by the Participant first become exercisable in any calendar year (under the Plan and all other plans of the Company and its Affiliates) does not exceed $100,000 or such other amount specified by the Code. To the extent an Option Award granted to a Participant exceeds this limit, the Option Award shall be treated as a Non-Qualified Stock Option Award. The maximum number of Shares that may be issued upon the exercise of Incentive Stock Option Awards under the Plan shall be 1,500,000, subject to adjustment as provided in Section 12(a).

(2) No Participant may receive an Incentive Stock Option Award under the Plan if, immediately after the grant of such Award, the Participant would own (after application of the rules contained in Code Section 424(d)) Shares possessing more than 10% of the total combined Voting Power of all classes of stock of the Company or an Affiliate, unless (i) the per Share exercise price for such

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Award is at least 110% of the Fair Market Value of a Share on the Grant Date and (ii) such Award will expire no later than five years after its Grant Date.

(3) For purposes of continued Service by a Participant who has been granted an Incentive Stock Option Award, no approved leave of absence may exceed three months unless reemployment upon expiration of such leave is provided by statute or contract. If reemployment is not so provided, then on the date six months following the first day of such leave, any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Non-Qualified Stock Option.

(4) If an Incentive Stock Option Award is exercised after the expiration of the exercise periods that apply for purposes of Code Section 422, such Option shall thereafter be treated as a Non-Qualified Stock Option.

(5) The Agreement covering an Incentive Stock Option Award shall contain such other terms and provisions that the Committee determines necessary to qualify the Option Award as an Incentive Stock Option Award.

(e) Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of an Option Award during the applicable post-termination of Service exercise period as set forth in Section 6(e) or in the applicable Agreement is prevented by Section 17(c), the Option shall remain exercisable until the later of (i) 30 days after the date the exercise of the Option would no longer be prevented by such provision, or (ii) the end of the applicable post-termination exercise period, but in no event later than the scheduled expiration date of the Option as set forth in the applicable Agreement.

8. Stock Appreciation Right Awards.

(a) Nature of Award. An Award of Stock Appreciation Rights shall be subject to such terms and conditions as are determined by the Committee, and shall provide a Participant the right to receive upon exercise of the SAR Award all or a portion of the excess of (i) the Fair Market Value as of the date of exercise of the SAR Award of the number of Shares as to which the SAR Award is being exercised, over (ii) the aggregate exercise price for such number of Shares. The per Share exercise price for any SAR Award shall be determined by the Committee and set forth in the applicable Agreement, and shall not be less than the Fair Market Value of a Share on the Grant Date, except in the case of Substitute Awards (to the extent consistent with Code Section 409A).

(b) Exercise of SAR. Each SAR Award may be exercisable in whole or in part at the times, on the terms and in the manner provided in the Agreement. No SAR Award shall be exercisable at any time after its scheduled expiration. When a SAR Award is no longer exercisable, it shall be deemed to have terminated. Upon exercise of a SAR Award, payment to the Participant shall be made at such time or times as shall be provided in the Agreement in the form of cash, Shares or a combination of cash and Shares as determined by the Committee. The Agreement may provide for a limitation upon the amount or percentage of the total appreciation on which payment (whether in cash and/or Shares) may be made in the event of the exercise of a SAR Award.

9. Restricted Stock Awards.

(a) Vesting and Consideration. Shares subject to a Restricted Stock Award shall be subject to vesting and the lapse of applicable restrictions based on such conditions or factors and occurring over

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such period of time as the Committee may determine in its discretion. The Committee may provide whether any consideration other than Services must be received by the Company or any Affiliate as a condition precedent to the grant of a Restricted Stock Award, and may correspondingly provide for Company reacquisition or repurchase rights if such additional consideration has been required and some or all of a Restricted Stock Award does not vest.

(b) Shares Subject to Restricted Stock Awards. Unvested Shares subject to a Restricted Stock Award shall be evidenced by a book-entry in the name of the Participant with the Company’s transfer agent or by one or more Stock certificates issued in the name of the Participant. Any such Stock certificate shall be deposited with the Company or its designee, together with an assignment separate from the certificate, in blank, signed by the Participant, and bear an appropriate legend referring to the restricted nature of the Restricted Stock evidenced thereby. Any book-entry shall be subject to comparable restrictions and corresponding stop transfer instructions. Upon the vesting of Shares of Restricted Stock, and the Company’s determination that any necessary conditions precedent to the release of vested Shares (such as satisfaction of tax withholding obligations and compliance with applicable legal requirements) have been satisfied, such vested Shares shall be made available to the Participant in such manner as may be prescribed or permitted by the Committee. Except as otherwise provided in an applicable Agreement, a Participant with a Restricted Stock Award shall have all the rights of a shareholder, including the right to vote the Shares of Restricted Stock.

10. Stock Unit Awards.

(a) Vesting and Consideration. A Stock Unit Award shall be subject to vesting and the lapse of applicable restrictions based on such conditions or factors and occurring over such period of time as the Committee may determine in its discretion. If vesting of a Stock Unit Award is conditioned on the achievement of specified performance goals, the extent to which they are achieved over the specified performance period shall determine the number of Stock Units that will be earned and eligible to vest, which may be greater or less than the target number of Stock Units stated in the Agreement. The Committee may provide whether any consideration other than Services must be received by the Company or any Affiliate as a condition precedent to the settlement of a Stock Unit Award.

(b) Settlement of Award. Following the vesting of a Stock Unit Award, and the Company’s determination that any necessary conditions precedent to the settlement of the Award (such as satisfaction of tax withholding obligations and compliance with applicable legal requirements) have been satisfied, settlement of the Award and payment to the Participant shall be made at such time or times in the form of cash, Shares (which may themselves be considered Restricted Stock under the Plan) or a combination of cash and Shares as determined by the Committee.

11. Other Awards.

(a) Other Stock-Based Awards. The Committee may from time to time grant Shares and other Awards that are valued by reference to and/or payable in whole or in part in Shares under the Plan. The Committee shall determine the terms and conditions of such Awards, which shall be consistent with the terms and purposes of the Plan. The Committee may direct the Company to issue Shares subject to restrictive legends and/or stop transfer instructions that are consistent with the terms and conditions of the Award to which the Shares relate.

(b) Cash Incentive Awards. Cash Incentive Awards may be granted to any Participant in such dollar-denominated amounts and upon such terms and at such times as shall be determined by the

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Committee. If so provided in the applicable Agreement, a Cash Incentive Award shall be considered a performance-based Award for purposes of, and subject to, Section 6(g), the payment of which shall be contingent upon the degree to which one or more specified performance goals have been achieved over the specified performance period. If a Cash Incentive Award is also considered a performance-based Award, following the completion of the applicable performance period and the vesting of a Cash Incentive Award, payment of the settlement amount of the Award to the Participant shall be made at such time or times in the form of cash, Shares or other forms of Awards under the Plan (valued for these purposes at their grant date fair value) or a combination of cash, Shares and other forms of Awards as determined by the Committee and specified in the applicable Agreement.

12. Changes in Capitalization, Corporate Transactions, Change in Control.

(a) Adjustments for Changes in Capitalization. In the event of any equity restructuring (within the meaning of FASB ASC Topic 718) that causes the per share value of Shares to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the Committee shall make such adjustments as it deems equitable and appropriate to (i) the aggregate number and kind of Shares or other securities issued or reserved for issuance under the Plan, (ii) the number and kind of Shares or other securities subject to outstanding Awards, (iii) the exercise price of outstanding Options and SARs, and (iv) any maximum limitations prescribed by the Plan with respect to certain types of Awards or the grants to individuals of certain types of Awards. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of Participants. In either case, any such adjustment shall be conclusive and binding for all purposes of the Plan. No adjustment shall be made pursuant to this Section 12(a) in connection with the conversion of any convertible securities of the Company, or in a manner that would cause Incentive Stock Options to violate Section 422(b) of the Code or cause an Award to be subject to adverse tax consequences under Section 409A of the Code.

(b) Corporate Transactions. Unless otherwise provided in an applicable Agreement or another written agreement between a Participant and the Company, the following provisions shall apply to outstanding Awards in the event of a Change in Control that involves a Corporate Transaction.

(1) Continuation, Assumption or Replacement of Awards. In the event of a Corporate Transaction, then the surviving or successor entity (or its Parent) may continue, assume or replace Awards outstanding as of the date of the Corporate Transaction (with such adjustments as may be required or permitted by Section 12(a)), and such Awards or replacements therefor shall remain outstanding and be governed by their respective terms, subject to Section 12(b)(4) below. A surviving or successor entity may elect to continue, assume or replace only some Awards or portions of Awards. For purposes of this Section 12(b)(1), an Award shall be considered assumed or replaced if, in connection with the Corporate Transaction and in a manner consistent with Code Section 409A (and Code Section 424 if the Award is an ISO), either (i) the contractual obligations represented by the Award are expressly assumed by the surviving or successor entity (or its Parent) with appropriate adjustments to the number and type of securities subject to the Award and the exercise price thereof that preserves the intrinsic value of the Award existing at the time of the Corporate Transaction, or (ii) the Participant has received a comparable equity-based award that preserves the intrinsic value of the Award existing at the time of the Corporate Transaction and contains terms and conditions that are substantially similar to those of the Award.

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(2) Acceleration. If and to the extent that outstanding Awards under the Plan are not continued, assumed or replaced in connection with a Corporate Transaction, then (i) all outstanding Option and SAR Awards shall become fully vested and exercisable for such period of time prior to the effective time of the Corporate Transaction as is deemed fair and equitable by the Committee, and shall terminate at the effective time of the Corporate Transaction, and (ii) all outstanding Full Value Awards shall fully vest immediately prior to the effective time of the Corporate Transaction. To the extent vesting of any Award described in the preceding sentence is subject to satisfaction of specified performance goals, such Award shall be deemed “fully vested” for purposes of this Section 12(b)(2) as follows: (A) if the accelerated vesting event occurs during the performance period, the performance goals in the Award will be deemed to have been satisfied at the target level of performance and the vested portion of the Award at that level of performance shall be proportionate to the portion of the performance period that has elapsed as of the effective time of the Corporate Transaction; and (B) if the accelerated vesting event occurs after the conclusion of the performance period, the vested portion of the Award shall be that portion determined by the Committee (or the equivalent committee of a successor, if applicable) to be earned using actual performance during the performance period. The Committee shall provide written notice of the period of accelerated exercisability of Option and SAR Awards to all affected Participants. The exercise of any Option or SAR Award whose exercisability is accelerated as provided in this Section 12(b)(2) shall be conditioned upon the consummation of the Corporate Transaction and shall be effective only immediately before such consummation.

(3) Payment for Awards. If and to the extent that outstanding Awards under the Plan are not continued, assumed or replaced in connection with a Corporate Transaction, then the Committee may provide that some or all of such outstanding Awards shall be canceled at or immediately prior to the effective time of the Corporate Transaction in exchange for payments to the holders as provided in this Section 12(b)(3). The Committee will not be required to treat all Awards similarly for purposes of this Section 12(b)(3). The payment for any Award canceled shall be in an amount equal to the difference, if any, between (i) the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the Corporate Transaction for the number of Shares subject to the Award, and (ii) the aggregate exercise price (if any) for the Shares subject to such Award. If the amount determined pursuant to the preceding sentence is not a positive number with respect to any Award, such Award may be canceled pursuant to this Section 12(b)(3) without payment of any kind to the affected Participant. With respect to an Award whose vesting is subject to the satisfaction of specified performance goals, the number of Shares subject to such an Award for purposes of this Section 12(b)(3) shall be the number of Shares as to which the Award would have been deemed “fully vested” for purposes of Section 12(b)(2). Payment of any amount under this Section 12(b)(3) shall be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Corporate Transaction, and may, in the Committee’s discretion, include subjecting such payments to vesting conditions comparable to those of the Award canceled, subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Corporate Transaction, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms.

(4) Termination After a Corporate Transaction. If and to the extent that Awards are continued, assumed or replaced under the circumstances described in Section 12(b)(1), and if within twenty-four months after the Corporate Transaction a Participant experiences an involuntary termination of Service for reasons other than Cause, or, if so provided in the discretion of the Committee in an Agreement, terminates his or her Service for Good Reason (as defined in the applicable Agreement), then (i) outstanding Option and SAR Awards issued to the Participant that are not yet fully exercisable shall

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immediately become fully vested and exercisable and shall remain exercisable for one year following the Participant’s termination of employment, and (ii) any Full Value Awards that are not yet fully vested shall immediately vest in full. To the extent vesting of any Award described in the preceding sentence is subject to satisfaction of specified performance goals, such Award shall be deemed “fully vested” for purposes of this Section 12(b)(4) as follows: (A) if the accelerated vesting event occurs during the performance period, the performance goals in the Award will be deemed to have been satisfied at the target level of performance and the vested portion of the Award at that level of performance shall be proportionate to the portion of the performance period that has elapsed up to the date of such Participant’s termination of Service; and (B) if the accelerated vesting event occurs after the conclusion of the performance period, the vested portion of the Award shall be that portion determined by the Committee (or the equivalent committee of a successor, if applicable) to be earned using actual performance during the performance period..

(c) Other Change in Control. In the event of a Change in Control that does not involve a Corporate Transaction, if within twenty-four months after the Change in Control a Participant experiences an involuntary termination of Service for reasons other than Cause, or, if so provided in the discretion of the Committee in an Agreement, terminates his or her Service for Good Reason (as defined in the applicable Agreement), then (i) outstanding Option and SAR Awards issued to the Participant that are not yet fully exercisable shall immediately become fully vested and exercisable and shall remain exercisable for one year following the Participant’s termination of employment, and (ii) any Full Value Awards that are not yet fully vested shall immediately vest in full. To the extent vesting of any Award described in the preceding sentence is subject to satisfaction of specified performance goals, such Award shall be deemed “fully vested” for purposes of this Section 12(c) as follows: (A) if the accelerated vesting event occurs during the performance period, the performance goals in the Award will be deemed to have been satisfied at the target level of performance and the vested portion of the Award at that level of performance shall be proportionate to the portion of the performance period that has elapsed up to the date of such Participant’s termination of Service; and (B) if the accelerated vesting event occurs after the conclusion of the performance period, the vested portion of the Award shall be that portion determined by the Committee (or the equivalent committee of a successor, if applicable) to be earned using actual performance during the performance period.

(d) Dissolution or Liquidation. Unless otherwise provided in an applicable Agreement, in the event of a proposed dissolution or liquidation of the Company, the Committee will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. An Award will terminate immediately prior to the consummation of such proposed action.

(e) Parachute Payment Limitation.

(1) Notwithstanding any other provision of this Plan or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or its Affiliates to a Participant or for the Participant’s benefit pursuant to the terms of this Plan or otherwise ("Covered Payments") constitute parachute payments ("Parachute Payments") within the meaning of Section 280G of the Code, and would, but for this Section 12(e) be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law and any interest or penalties with respect to such taxes (collectively, the "Excise Tax"), then the Covered Payments shall be payable either (i) in full or (ii) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing clauses (i) or (ii) results in the Participant’s receipt on an after-tax basis of the greatest

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amount of payments and benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax).

(2) Any such reduction shall be made in accordance with Section 409A of the Code and the following: (i) the Covered Payments which do not constitute deferred compensation subject to Section 409A of the Code shall be reduced first, and (ii) Covered Payments that are cash payments shall be reduced before non-cash payments, and Covered Payments to be made on a later payment date shall be reduced before payments to be made on an earlier payment date.

(3) If, notwithstanding the initial application of this Section 12(e), the Internal Revenue Service determines that any Covered Payment constitutes an “excess parachute payment” (as defined by Section 280G(b) of the Code), this Section 12(e) will be reapplied based on the Internal Revenue Service's determination, and the Participant will be required to promptly repay the portion of the Covered Payments required to avoid imposition of the Excise Tax together with interest at the applicable federal rate (as defined in Section 7872(f)(2)(A) of the Code) from the date of the Participant’s receipt of the excess payments until the date of repayment).

(4) Any determination required under this Section 12(e) shall be made in writing in good faith by the Company immediately before the Change in Control, and shall include detailed supporting calculations, which shall be subject to audit procedures performed by an independent accounting firm (the "Accountants"). The Company and the Participant shall provide the Accountants with such information and documents as the Accountants may reasonably request in order to perform the necessary procedures.

13. Plan Participation and Service Provider Status. Status as a Service Provider shall not be construed as a commitment that any Award will be made under the Plan to that Service Provider or to eligible Service Providers generally. Nothing in the Plan or in any Agreement or related documents shall confer upon any Service Provider or Participant any right to continued Service with the Company or any Affiliate, nor shall it interfere with or limit in any way any right of the Company or any Affiliate to terminate the person’s Service at any time with or without Cause or change such person’s compensation, other benefits, job responsibilities or title.

14. Tax Withholding. The Company or any Affiliate, as applicable, shall have the right to (i) withhold from any cash payment under the Plan or any other compensation owed to a Participant an amount sufficient to cover any required withholding taxes related to the grant, vesting, exercise or settlement of an Award, and (ii) require a Participant or other person receiving Shares under the Plan to pay a cash amount sufficient to cover any required withholding taxes before actual receipt of those Shares. In lieu of all or any part of a cash payment from a person receiving Shares under the Plan, the Committee may permit the Participant to satisfy all or any part of the required tax withholding obligations (but not to exceed the maximum individual statutory tax rate in each applicable jurisdiction) by authorizing the Company to withhold a number of the Shares that would otherwise be delivered to the Participant pursuant to the Award, or by transferring to the Company Shares already owned by the Participant, with the Shares so withheld or delivered having a Fair Market Value on the date the taxes are required to be withheld equal to the amount of taxes to be withheld.

15. Effective Date, Duration, Amendment and Termination of the Plan.

(a) Effective Date. The Plan became effective on May 24, 2018 (referred to herein as the “effective date of the Plan”). The Board has approved the Amended 2018 Omnibus Incentive Plan,

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subject to approval by the Company’s shareholders, which date of shareholder approval shall be the “Amended Plan Effective Date.”

(b) Duration of the Plan. The Plan shall remain in effect until all Shares subject to it are distributed, the Plan is terminated pursuant to Section 15(c), or the tenth anniversary of the Amended Plan Effective Date, whichever occurs first (the “Termination Date”). Awards made before the Termination Date shall continue to be outstanding in accordance with their terms and the terms of the Plan unless otherwise provided in the applicable Agreements.

(c) Amendment and Termination of the Plan. The Board may at any time terminate, suspend or amend the Plan. The Company shall submit any amendment of the Plan to its stockholders for approval only to the extent required by applicable laws or regulations or the rules of any securities exchange on which the Shares may then be listed. No termination, suspension, or amendment of the Plan may materially impair the rights of any Participant under a previously granted Award without the Participant's consent, unless such action is necessary to comply with applicable law or stock exchange rules.

(d) Amendment of Awards. Subject to Section 15(e), the Committee may unilaterally amend the terms of any Agreement evidencing an Award previously granted, except that no such amendment may materially impair the rights of any Participant under the applicable Award without the Participant's consent, unless such amendment is necessary to comply with applicable law or stock exchange rules or any compensation recovery policy as provided in Section 17(i).

(e) No Option or SAR Repricing. Except as provided in Section 12(a), no Option or Stock Appreciation Right Award granted under the Plan may be (i) amended to decrease the exercise price thereof, (ii) cancelled in conjunction with the grant of any new Option or Stock Appreciation Right Award with a lower exercise price, (iii) cancelled in exchange for cash, other property or the grant of any Full Value Award at a time when the per share exercise price of the Option or Stock Appreciation Right Award is greater than the current Fair Market Value of a Share, or (iv) otherwise subject to any action that would be treated under accounting rules as a “repricing” of such Option or Stock Appreciation Right Award, unless such action is first approved by the Company’s stockholders.

16. Performance-Based Compensation.

(a) Designation of Awards. If the Committee determines at the time an Award is granted to a Participant that it shall be considered a performance-based Award then this Section 16 will be applicable to such Award. If an Award is subject to this Section 16, then the grant of the Award, the vesting and lapse of restrictions thereon and/or the distribution of cash, Shares or other property pursuant thereto, as applicable, shall be subject to the achievement over the applicable performance period of one or more performance goals based on one or more of the performance measures described in Section 16(b). The Committee will select the applicable performance measure(s) and specify the performance goal(s) based on those performance measures for any performance period, specify in terms of a formula or standard the method for calculating the amount payable to a Participant if the performance goal(s) are satisfied, and determine the degree to which applicable performance goals have been satisfied and any amount that vests and is payable in connection with an Award subject to this Section 16. In specifying the performance goals applicable to any performance period, the Committee may provide that one or more adjustments shall be made to the performance measures on which the performance goals are based, which may include adjustments that would cause such measures to be considered “non-GAAP financial measures” within the meaning of Rule 101 under Regulation G promulgated by the Securities and

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Exchange Commission, including adjustments for events that are unusual in nature or infrequently occurring, such as a Change in Control, acquisitions, divestitures, restructuring activities or asset write-downs, or for changes in applicable tax laws or accounting principles. The Committee may also adjust performance measures for a performance period in connection with an event described in Section 12(a) to prevent the dilution or enlargement of a Participant’s rights with respect to performance-based compensation. The Committee may, in its discretion and based on such considerations as it deems appropriate, adjust downward, but not upward, any amount otherwise determined by the application of the performance goals to be otherwise payable in connection with an Award

(b) Performance Measures. For purposes of any Award considered a performance-based Award subject to this Section 16, the performance measures to be used shall include one or more of the following: (i) revenues; (ii) operating profit, earnings from operations, earnings before or after taxes, earnings before or after interest, depreciation, amortization, non-cash stock based compensation, extraordinary items, or special items; (iii) net income or net income per common share (basic or diluted), before or after special items or extraordinary items; (iv) return on assets, return on net assets, return on investment, return on capital, return on invested capital, or return on equity; (v) cash flow, free cash flow, cash flow per share, cash flow return on investment, or net cash provided by operations; (vi) interest expense after taxes; (vii) economic profit or economic value added models or equivalent metrics; (viii) operating margin or gross margin; (ix) stock price, comparisons with various stock market indices, or total stockholder return; (x) financial ratios, including those measuring liquidity, activity, profitability, or leverage; (xi) financing and other capital raising transactions; (xii) working capital levels or components thereof; (xiii) strategic business criteria, consisting of one or more objectives such as market penetration, market share, geographic business expansion goals, cost targets, expense targets, customer or employee satisfaction, management of employment practices and employee benefits, supervision of litigation and information technology, in-licensing and out-licensing of intellectual properties, and goals relating to acquisitions, strategic partnerships, or divestitures and (xiv) any other financial, operational or strategic measure approved by the Committee. Any performance goal based on one or more of the foregoing performance measures may be expressed in absolute amounts, on a per share basis (basic or diluted), relative to one or more other performance measures, as a growth rate or change from preceding periods, or as a comparison to the performance of specified companies, indices or other external measures, and may relate to one or any combination of Company, Affiliate, division, business unit, operational unit or individual performance.

17. Other Provisions.

(a) Unfunded Plan. The Plan shall be unfunded and the Company shall not be required to segregate any assets that may at any time be represented by Awards under the Plan. Neither the Company, its Affiliates, the Committee, nor the Board shall be deemed to be a trustee of any amounts to be paid under the Plan nor shall anything contained in the Plan or any action taken pursuant to its provisions create or be construed to create a fiduciary relationship between the Company and/or its Affiliates, and a Participant. To the extent any person has or acquires a right to receive a payment in connection with an Award under the Plan, this right shall be no greater than the right of an unsecured general creditor of the Company.

(b) Limits of Liability. Except as may be required by law, neither the Company nor any member of the Board or of the Committee, nor any other person participating (including participation pursuant to a delegation of authority under Section 3(c) of the Plan) in any determination of any question

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under the Plan, or in the interpretation, administration or application of the Plan, shall have any liability to any party for any action taken, or not taken, in good faith under the Plan.

(c) Compliance with Applicable Legal Requirements and Company Policies. No Shares distributable pursuant to the Plan shall be issued and delivered unless and until the issuance of the Shares complies with all applicable legal requirements, including compliance with the provisions of applicable state and federal securities laws, and the requirements of any securities exchanges on which the Company’s Shares may, at the time, be listed. During any period in which the offering and issuance of Shares under the Plan is not registered under federal or state securities laws, Participants shall acknowledge that they are acquiring Shares under the Plan for investment purposes and not for resale, and that Shares may not be transferred except pursuant to an effective registration statement under, or an exemption from the registration requirements of, such securities laws. Any stock certificate or book-entry evidencing Shares issued under the Plan that are subject to securities law restrictions shall bear or be accompanied by an appropriate restrictive legend or stop transfer instruction. Notwithstanding any other provision of this Plan, the acquisition, holding or disposition of Shares acquired pursuant to the Plan shall in all events be subject to compliance with applicable Company policies, including those relating to insider trading, pledging or hedging transactions, minimum post-vesting holding periods and stock ownership guidelines, and to forfeiture or recovery of compensation as provided in Section 17(i).

(d) Other Benefit and Compensation Programs. Payments and other benefits received by a Participant under an Award made pursuant to the Plan shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of the termination, indemnity or severance pay laws of any country and shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan, contract or similar arrangement provided by the Company or an Affiliate unless expressly so provided by such other plan, contract or arrangement, or unless the Committee expressly determines that an Award or portion of an Award should be included to accurately reflect competitive compensation practices or to recognize that an Award has been made in lieu of a portion of competitive cash compensation.

(e) Governing Law. To the extent that federal laws do not otherwise control, the Plan and all determinations made and actions taken pursuant to the Plan shall be governed by the laws of the State of Delaware without regard to its conflicts-of-law principles and shall be construed accordingly.

(f) Severability. If any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

(g) Code Section 409A. It is intended that (i) all Awards of Options, SARs and Restricted Stock under the Plan will not provide for the deferral of compensation within the meaning of Code Section 409A and thereby be exempt from Code Section 409A, and (ii) all other Awards under the Plan will either not provide for the deferral of compensation within the meaning of Code Section 409A, or will comply with the requirements of Code Section 409A, and Awards shall be structured and the Plan administered and interpreted in accordance with this intent. The Plan and any Agreement may be unilaterally amended by the Company in any manner deemed necessary or advisable by the Committee or Board in order to maintain such exemption from or compliance with Code Section 409A, and any such amendment shall conclusively be presumed to be necessary to comply with applicable law. Notwithstanding anything to the contrary in the Plan or any Agreement, with respect to any Award that constitutes a deferral of compensation subject to Code Section 409A:

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(1) If any amount is payable under such Award upon a termination of Service, a termination of Service will be deemed to have occurred only at such time as the Participant has experienced a “separation from service” as such term is defined for purposes of Code Section 409A;

(2) If any amount shall be payable with respect to any such Award as a result of a Participant’s “separation from service” at such time as the Participant is a “specified employee” within the meaning of Code Section 409A, then no payment shall be made, except as permitted under Code Section 409A, prior to the first business day after the earlier of (i) the date that is six months after the Participant’s separation from service or (ii) the Participant’s death. Unless the Committee has adopted a specified employee identification policy as contemplated by Code Section 409A, specified employees will be identified in accordance with the default provisions specified under Code Section 409A.

None of the Company, the Board, the Committee nor any other person involved with the administration of this Plan shall (i) in any way be responsible for ensuring the exemption of any Award from, or compliance by any Award with, the requirements of Code Section 409A, (ii) have any obligation to design or administer the Plan or Awards granted thereunder in a manner that minimizes a Participant’s tax liabilities, including the avoidance of any additional tax liabilities under Code Section 409A, and (iii) shall have any liability to any Participant for any such tax liabilities.

(h) Rule 16b-3. It is intended that the Plan and all Awards granted pursuant to it shall be administered by the Committee so as to permit the Plan and Awards to comply with Exchange Act Rule 16b-3. If any provision of the Plan or of any Award would otherwise frustrate or conflict with the intent expressed in this Section 17(h), that provision to the extent possible shall be interpreted and deemed amended in the manner determined by the Committee so as to avoid the conflict. To the extent of any remaining irreconcilable conflict with this intent, the provision shall be deemed void as applied to Participants subject to Section 16 of the Exchange Act to the extent permitted by law and in the manner deemed advisable by the Committee.

(i) Forfeiture and Compensation Recovery.

(1) In the event of a restatement of the Company’s financial statements, the Committee shall have the right to review any Award, the amount, payment or vesting of which was based on an entry in the financial statements that are the subject of the restatement. If the Committee determines, based on the results of the restatement, that a lesser amount or portion of an Award should have been paid or vested, it may (x) cancel all or any portion of any outstanding Awards and (y) require the Participant or other person to whom any payment has been made or shares or other property have been transferred in connection with the Award to forfeit and pay over to the Company, on demand, all or any portion of the gain (whether or not taxable) realized upon the exercise of any Option or SAR and the value realized (whether or not taxable) on the vesting or payment of any other Award.

(2) If the Participant, during the time period specified in the Agreement, engages in any prohibited activity or conduct described in subsection (3) below the exercise or vesting of the Award may be rescinded within one (1) year after the Company becomes aware of such activity or conduct, and the Company shall notify the Participant in writing of any such rescission within such one-year period. Within ten (10) days after receiving such notice of rescission, the Participant shall (x) return to the Company the number of shares of Common Stock that the Participant received upon exercise or vesting of the Award which have not been sold, and (y) pay to the Company the amount of any gain realized as a result of the sale of any Common Stock that the Participant received upon exercise or vesting of the Award, in such manner and on such terms and conditions as may be required by the Company. The

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Company also shall be entitled to set-off against the amount of any such gain any amount owed to the Participant by the Company. The Committee may, in its discretion, waive or modify the provisions of this Section 17(i)(2) in an Agreement.

(3) The prohibited activity or conduct is (w) the unauthorized rendering of services for any organization or engaging, directly or indirectly, in any business which is competitive with the business of the Company; (x) the disclosure to any person or entity outside the Company, or use in other than the Company’s business, without prior written authorization from the Company, of any Confidential Information or material relating to the business of the Company; (y) activity that results in termination of the Participant’s employment or services as a director of the Company for cause; or (z) any other conduct or act reasonably determined by the Company to be injurious, detrimental or prejudicial to any interest of the Company.

(4) The Committee may specify in an Agreement that the Participant’s rights, payments, and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture or recovery by the Company upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include termination of Service for Cause; violation of any material Company or Affiliate policy; breach of noncompetition, non-solicitation or confidentiality provisions that apply to the Participant; a determination that the payment of the Award was based on an incorrect determination that financial or other criteria were met or other conduct by the Participant that is detrimental to the business or reputation of the Company or its Affiliates, including, but not limited to, a violation of any federal or state securities laws, rules or regulations or of any rule or other requirement of any securities exchanges on which the Company’s Shares may, at the time, be listed.

(5) Awards and any compensation associated therewith may be made subject to forfeiture, recovery by the Company or other action pursuant to any compensation recovery policy adopted by the Board or the Committee at any time, including in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder, or as otherwise required by law. Any Agreement may be unilaterally amended by the Committee to comply with any such compensation recovery policy.

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## EX-10.4

SEC source: [ex104schnuremploymentagree.htm](https://www.sec.gov/Archives/edgar/data/763744/000076374426000070/ex104schnuremploymentagree.htm)

Exhibit 10.4

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement (“Agreement”) is made this 19th day of June 2026, between Jamie M. Schnur (“Executive”) and Lippert Components, Inc. (the “Corporation”), amends and restates the Executive Employment Agreement between Executive and the Corporation dated the 26th day of July 2022, as amended (the “Prior Agreement”) and is effective as of the 19th day of June 2026 (the “Effective Date”). This Agreement’s purposes are to set forth certain terms of Executive’s employment by the Corporation or one of its affiliates and to protect the Corporation’s knowledge, expertise, customer relationships, and confidential information. The Corporation has several divisions and certain relationships with related companies and other affiliates, including but not limited to LCI Industries (“LCI Industries”) and Lippert Components Manufacturing, Inc., as well as other entities (each, an “Affiliate”). To the extent Executive is assigned to an Affiliate by the Corporation, performs services for an Affiliate, and/or has access to confidential or proprietary information of an Affiliate, the term “Corporation” as used in this Agreement only, shall also be deemed to include any other Affiliate to which Executive is assigned, for which Executive performs any services, and/or about which Executive is exposed to confidential or proprietary information during Executive’s employment relationship with the Corporation.

1.Employment and Duties.

A.Employment. The Corporation hereby continues to employ Executive, and Executive accepts continued employment, under this Agreement’s terms, for the period beginning the Effective Date and ending on the date Executive’s employment is terminated pursuant to the terms of Section 3 of this Agreement (the “Employment Period”). The principal place of employment and the location of Executive’s principal office and normal place of work shall be at the Corporation’s principal executive offices within Elkhart County or St. Joseph County, Indiana. Given the geographic scope of the Corporation’s business and the fact that Executive’s duties and responsibilities will be as co-extensive, geographically, as the scope of the Corporation’s business, Executive will be expected to travel to other locations, as necessary, in the performance of Executive’s duties; provided, however, Executive shall at no time be required to change the locale of his residence without his consent.

B.Title and Duties. Executive will be employed as the President - Aftermarket & Technology Groups of Lippert Components, Inc., will be duly appointed an officer of Lippert Components, Inc., and will report directly to the President & Chief Executive Officer of Lippert Components, Inc. Executive will perform such duties, and exercise such supervision and control with regard to the business of the Corporation, as are commonly associated with Executive’s position. Executive will devote substantially all of Executive’s business time and energy to Executive’s duties at the Corporation. Executive will maintain operations in Executive’s area of responsibility, and make every reasonable effort to ensure that the employees within that area of responsibility act, in compliance with applicable law and the

Amended and Restated Executive Employment Agreement

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Corporation’s Guidelines for Business Conduct, as amended from time to time. Executive is subject to all of the Corporation’s employment policies and procedures (except as specifically superseded by this Agreement).

2.Compensation and Benefits.

A.Base Salary. Executive’s initial aggregate annual base salary will be $777,650, less applicable withholdings and deductions, payable according to the Corporation’s regular payroll schedule. Executive’s base salary shall be reviewed annually and may be increased in the Corporation’s sole discretion from time to time.

B.Short-term Incentive Compensation. Executive will be eligible to participate in the Corporation’s management incentive compensation plans, adopted by the Corporation from time to time, in the Corporation’s discretion and in accordance with such plans’ terms and conditions. Executive’s target short-term incentive compensation for fiscal year 2026, payable in fiscal year 2027, shall be equal to $1,362,000. The target(s) necessary to earn such incentive compensation shall be established by the Corporation in its 2026 management incentive compensation plans.

C.Equity Awards. Executive will be eligible for stock-based awards in the Corporation’s discretion from time to time. The total amount of Executive’s target stock-based awards for fiscal year 2026, granted in fiscal year 2026, shall be equal to $846,800, in restricted stock unit (“RSU”) value and $1,270,200 in performance stock unit (“PSU”) value. The RSUs and PSUs shall be governed by those certain award agreements entered into between the Executive and the Corporation upon the grant of such awards. The target(s) necessary to earn such stock-based awards shall be established by the Corporation in its 2026 management incentive compensation plans.

D.Employee Benefits. Executive will be eligible to participate in the Corporation’s employee welfare plans (health, dental, life, short-term and long-term disability insurance coverage), retirement or savings plans, and other benefit plans on the same basis as other similarly situated executives, in accordance with the terms of the plans. The Corporation reserves the right to amend or discontinue any plan or policy at any time in its sole discretion. Executive agrees to have an annual comprehensive physical examination at the expense of the Corporation (to the extent not covered by insurance) by a physician of his choice. In addition to the Corporation’s generally available benefits, the Corporation shall provide Executive, at the Corporation’s expense during the term of Executive’s employment:

i. The Executive shall be eligible to participate in any pension, retirement, deferred compensation, or profit-sharing plan adopted by the Corporation for the benefit of its executives.

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ii.To supplement standard long-term disability coverage, the Corporation shall maintain, to the extent such coverage is available on commercially reasonable terms (as determined by the Corporation in its discretion), at no cost to Executive, disability insurance (subject to the terms and conditions of the underlying policy) providing for weekly payments to Executive, in the event Executive shall fail or be unable to perform his obligations hereunder, in the amount of not less than $120,000 per year. Such payments shall continue for the maximum available term after the commencement of disability.

iii.The Corporation will provide an automobile allowance of $750 per month, less applicable withholdings, in accordance with the Corporation's automobile policy, together with reimbursement for gasoline, on presentation of expense vouchers, to be used in connection with the business of the Corporation.

iv.Executive shall be entitled to a vacation in each year during the Employment Period of not less than 3 weeks. Executive shall not be entitled to any additional payout for unused vacation during any given year.

E.Expenses. All travel and other expenses incident to the rendering of services by Executive hereunder in accordance with the travel policies of the Corporation will be paid by the Corporation. If any such expenses are paid in the first instance by Executive, the Corporation will reimburse him therefore on presentation of expense vouchers.

3.Term and Termination of Employment.

A.Term. This Agreement shall continue in full force and effect during the Employment Period until terminated as set forth under Section 3.B below.

B.Termination.

i.By Mutual Agreement. The parties may terminate Executive’s employment at any time by mutual agreement.

ii.By the Corporation without Cause. The Corporation may terminate Executive’s employment without Cause upon 90 days’ prior written notice.

iii.By the Corporation with Cause. The Corporation may terminate Executive’s employment at any time for Cause. “Cause” means (a) Executive is convicted of a felony, (b) Executive materially violates any material Corporation policy, and such violation is substantiated by independence evidence, (c) Executive engages in serious misconduct that causes economic and/or reputational harm to the Corporation, and such misconduct is substantiated by independent evidence, or (d) Executive willfully refuses to attempt the good faith discharge of Executive’s duties or responsibilities for the Corporation, and such refusal continues after Executive receives written

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notice from the Corporation specifying the failure and providing a reasonable opportunity to cure. In such event, Executive shall be entitled to no further compensation or payments from the Corporation other than earned but unpaid salary or benefits. In any instance where the Corporation may have grounds for Cause, failure by the Corporation to provide written notice of the grounds for Cause within 120 days of discovery shall be a waiver of its right to assert the subject conduct as a basis for termination for Cause.

iv.By Executive without Good Reason. Executive may resign and terminate Executive’s employment at any time for any reason, including due to Executive’s retirement, upon 90 days’ prior written notice. In such event, Executive shall be entitled to no further compensation or payments from the Corporation other than earned but unpaid salary or benefits.  

v.By Executive for Good Reason. Executive may terminate Executive’s employment for Good Reason, as defined below, upon at least 90 days’ prior written notice. For the avoidance of doubt, in the case of an Approved Retirement (as defined below), such notice may be provided before the conditions for Approved Retirement are satisfied. If the circumstances constituting Good Reason are reasonably capable of being remedied, the Corporation will have 90 days to remedy such circumstances. “Good Reason” will exist if the Corporation takes any of the following actions, without Executive’s consent: (a) materially reduces Executive’s base salary other than in connection with a general reduction affecting a group of employees or, to the extent deemed minimally necessary by the Board in good faith, in response to the Board’s failure to receive stockholder approval, on an advisory basis, of the Corporation’s executive compensation program at the Annual Meeting of Stockholders of LCI Industries; (b) moves Executive’s primary work location more than 100 miles; (c) assigns to Executive any duties materially inconsistent in any respect with Executive’s position (including status, offices, titles, and reporting relationships) as contemplated by Section 1 or otherwise makes changes that substantially diminish Executive’s position, authority, duties, or responsibilities, excluding an insulated, insubstantial, and inadvertent action not taken in bad faith and which is promptly remedied by the Corporation; or (d) any other material breach of this Agreement by the Corporation, in each case, that is not remedied within the time period specified above after written notice thereof. In addition, Executive’s Approved Retirement will be considered to be a Termination for Good Reason. “Approved Retirement” will exist if Executive’s employment is terminated for any reason (other than by Executive when grounds for Cause exist or by the Company for Cause) on or following the later of (x) the first anniversary of the Effective Date or (y) earlier of (A) the consummation of a Qualifying CIC or (B) eighteen (18) months following the Effective Date. A “Qualifying CIC” means a Change in Control as defined in the LCI Industries Amended 2018 Omnibus Incentive Plan with respect to which the Corporation (or an Affiliate) has entered into a definitive agreement before the first anniversary of the Effective Date.

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vi.Due to Executive’s Death. Executive’s employment will terminate automatically if Executive dies, effective as of the date of Executive’s death.

vii.Due to Executive’s Disability. The Corporation may, upon 30 days’ prior written notice to Executive from the Corporation, terminate Executive’s employment due to Executive’s physical or mental disability that renders Executive incapable of performing the essential functions of Executive’s job, with or without reasonable accommodation, and which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. The Corporation will determine whether Executive has incurred a disability based on its own good faith determination, and may require Executive to submit to reasonable physical and mental examinations for this purpose. In the absence of agreement between the Corporation and Executive (or his legal representative), each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to disability.

4.Severance and Death/Disability Benefits.

A.Circumstances under Which Severance Benefits Payable. Executive will be entitled to the severance benefits described in Section 4.B (“Severance Benefits”) only if Executive’s employment during the Employment Period is terminated by the Corporation without Cause under Section 3.B(ii) (excluding disability), is terminated by Executive for Good Reason under Section 3.B(v) or is terminated due to Executive’s death under Section 3.B(vi). Whether Executive has had a termination of employment will be determined in a manner consistent with the definition of “Separation from Service” under Section 409A of the Internal Revenue Code of 1986 and its accompanying regulations (“Section 409A”) and will be referred to herein as a “Termination.” For purposes of this Agreement, Executive will be considered to have experienced a Termination as of the date that the facts and circumstances indicate that it is reasonably anticipated that Executive will provide no further services after such date or that the level of bona fide services that Executive is expected to perform permanently decreases to no more than 20% of the average level of bona fide services that Executive performed over the immediately preceding 36-month period. In consideration of the Severance Benefits in this Agreement, Executive waives any payments or benefits to which Executive otherwise might be or become entitled under any severance plan or program of the Corporation.

B.Severance Benefits. Subject to Section 4.C, Executive shall be entitled to the following Severance Benefits if Executive experiences a Termination under the circumstances described in Section 4.A above:

i.An amount equivalent to two times Executive's annual base salary (at the highest annualized rate in effect at any time within two years of the date of Executive's Termination).

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ii.An amount equivalent to two times Executive's average bonus or incentive compensation actually paid to Executive, if any, during the 36-month period immediately preceding his Termination (excluding equity awards, payments under any long-term or similar benefit plan, or any other special or one-time bonus or incentive compensation payments, and provided that the three-year average shall not exceed Executive's then-current annual base salary).

iii.Amounts payable under a then-current management incentive plan will be paid out to Executive in accordance with the terms thereof. All stock-based awards granted to Executive that vest solely on the passage of time and which have not vested as of the date of Executive's Termination shall immediately vest and become exercisable pursuant to the terms thereof. Awards that vest upon the achievement of one or more performance goals, such as performance stock awards, will be treated in accordance with their terms. Notwithstanding the foregoing, the definition of Good Reason set forth in this Agreement shall replace any definition of Good Reason set forth in any stock-based awards granted to Executive.

iv.A lump sum payment, minus applicable deductions, including deductions for tax withholding, to offset costs of COBRA equal to the current COBRA premium in effect at the date of Termination, multiplied by 12, which amount will be paid within 30 days following the Starting Date (defined below).

v.Outplacement services, for a time period (not less than 6 months following the Starting Date (defined below)) established by the Corporation, consistent with those provided to similarly situated executives provided by an outplacement firm selected by the Corporation in its sole discretion, and at the expense of the Corporation.

Except as provided in Section 4.F or as otherwise provided herein, the Severance Benefits in Sections 4.B(i)-(ii) will be paid out, minus applicable deductions, including deductions for tax withholding, in equal weekly payments on the regular payroll cycle over the 24-month period following Executive’s Termination. Except as provided in Section 4.F or as otherwise provided herein, commencement of the Severance Benefits shall begin on the first payroll date following the date on which Executive’s release of claims under Section 4.C becomes effective (but only if such release becomes effective within the 75-day period following Executive’s Termination) (the “Starting Date”); provided, that the payment of Severance Benefits required under this Section 4 shall be made or commence (as applicable) in the second calendar year if such 75-day period begins in one calendar year and ends in the subsequent calendar year. If Executive revokes or does not sign the Release Agreement during such 75-day period, no severance or other benefits shall be payable hereunder. The first payment on the Starting Date shall include those payments that would have been previously paid if the payments of the severance compensation had begun on the first payroll date following the date of Executive’s

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Termination. Executive’s entitlement to the payments of the severance compensation described in Sections 4.B(i)-(ii) shall be treated as the entitlement to a series of separate payments for purposes of Section 409A. Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise; nor shall the amount of any payment or benefit provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any other benefits received by Executive from another employer, except as provided in Section 4.C below.

C.Separation Agreement and Release Required. In order to receive any Severance Benefits or Disability Benefits (defined in Section 4.E below) under this Agreement, Executive must timely sign and not revoke a separation agreement and release of claims (containing a full and complete release by Executive of any and all claims of every kind and nature against the Corporation) in a form acceptable to and determined by the Corporation in its discretion. The Corporation shall provide to Executive a form of separation agreement and release of claims no later than three (3) days following Executive’s date of Termination. If Executive does not timely execute and deliver to the Corporation such separation agreement and release, or if Executive does so, but then revokes it if permitted by and within the time required by applicable law, the Corporation will have no obligation to pay or provide any of the Severance Benefits or Disability Benefits to Executive. It is expressly understood that the Corporation’s payment obligations under Section 4.B or 4.E, respectively, shall cease in the event Executive breaches any of his agreements in Section 5 hereof and, in the event of any such breach, Executive shall repay in cash immediately to the Corporation any amounts previously paid to Executive under Section 4.B or 4.E, respectively.

D.Death Benefits. In addition to earned but unpaid salary and benefits, Executive (and his estate, beneficiaries, or any other person legally claiming through him) shall be entitled to the Severance Benefits if Executive experiences a Termination because of death, subject to Executive’s estate executing and not revoking the release of claims pursuant to Section 4.C above.

E.Disability Benefits. In addition to earned but unpaid salary and benefits, Executive shall be entitled to the following compensation if Executive experiences a Termination because of disability (“Disability Benefits”): The Corporation shall pay to Executive (i) the difference between Executive’s base salary and the amount of disability payments received by the Executive pursuant to disability insurance provided in accordance with this Agreement, for a period of one year from the date of Executive’s Termination, and (ii) Executive’s incentive compensation (excluding equity awards), which Executive would have been entitled to receive at the completion of the year of Executive’s Termination but for such termination. Except as provided in Section 4.F or as otherwise provided herein, the base salary portion of Disability Benefits will be paid out, minus applicable deductions, including deductions for tax withholding, in equal weekly payments on the regular payroll

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cycle. Incentive compensation will be calculated and paid in accordance with the terms of the applicable plan. All stock-based awards granted to Executive, other than awards granted under a long-term incentive plan, which have not vested as of the date of Executive’s Termination shall immediately vest and become exercisable pursuant to the terms thereof. Awards granted under a long-term incentive plan, such as performance stock awards, will remain outstanding subject to their terms. All shares of stock deliverable pursuant to outstanding PSUs awarded to Executive will be delivered pursuant to the terms thereof. Additionally, a lump sum payment, minus applicable deductions, including deductions for tax withholding, to offset costs of COBRA equal to the current COBRA premium in effect at the date of Termination, multiplied by 12, which amount will be paid within 30 days following Termination.

F.Compliance with Section 409A. If Executive is a “Specified Employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by the Corporation) at the time of Executive’s Termination and any amount that would be paid to Executive during the six-month period following Termination constitutes “Deferred Compensation” (within the meaning of Section 409A), such amount shall not be paid to Executive until the later of (i) six months after the date of Executive’s Termination, and (ii) the payment date or commencement date specified in this Agreement for such payment(s). On the first regular payroll date following the expiration of such six-month period (or if Executive dies during the six-month period, the first payroll date following the death), all payments that were delayed pursuant to the preceding sentence shall be paid to Executive in a single lump sum and thereafter all payments shall be made as if there had been no such delay. All Severance Benefits described in Section 4.B shall be paid by, and no further severance compensation shall be paid or payable after, December 31 of the second calendar year following the year in which Executive’s Termination occurs. Severance Benefits under this Agreement are intended to be exempt from section 409A of the Code under the “separation pay exception,” to the maximum extent applicable. Any payments hereunder that qualify for the “short-term deferral” exception or another exception under section 409A of the Code shall be paid under the applicable exception. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (b) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (c) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (d) the right to reimbursement is not subject to liquidation or exchange for another benefit.

5.Property Rights. Confidentiality. Non-Disparagement, and Restrictive Covenants.

A.The Corporation’s Property.

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i.Assignment of Property Rights. Executive must promptly disclose in writing to the Corporation all inventions, designs, discoveries, processes, procedures, methods, and works of authorship, and any improvements or modifications thereon, whether or not patentable or copyrightable, that Executive alone or jointly conceives, makes, discovers, writes, or creates, during working hours or on Executive’s own time, during this Agreement’s term (the “Works”). Executive hereby assigns to the Corporation all Executive’s rights, including copyrights and patent rights, and any applications with respect thereto, to all Works, whether or not marketed or utilized by the Corporation. The Corporation or its designee shall have the sole and exclusive right to take whatever action it deems appropriate to establish and protect its ownership thereof, and Executive must assist the Corporation as it reasonably requires to perfect, protect, and use its rights to the Works. This provision does not apply to any Work for which no Corporation equipment, supplies, facility, or trade secret information was used and: (1) which does not relate directly to the Corporation’s business or actual or demonstrably anticipated research or development, or (2) which does not result from any work performed for the Corporation.

ii.No Removal of Property. Executive may not remove from the Corporation’s premises, electronic databases or computer network any Corporation records, documents, data, electronically stored information, or other property, in either original or duplicate form, except as necessary in the ordinary course of the Corporation’s business.

iii.Return of Property. Executive must immediately deliver to the Corporation, upon termination of employment, or at any other time at the Corporation’s request, all Corporation property, including records, documents, data (electronically stored or otherwise), and equipment, and all copies of any such property, including any records or data Executive prepared during employment. Additionally, Executive will, if required by the Corporation, provide the Corporation with a signed written statement disclosing and verifying whether Executive has returned all Corporation property previously in Executive’s possession, custody, or control. Executive understands that access or use of the Corporation’s documents, equipment, data, electronic databases, computer network and electronically stored information is for the Corporation’s benefit only and that any use of the Corporation’s documents, equipment, data, electronic databases, computer network or electronically stored information or removal or use of information from the Corporation’s documents, equipment, data, electronic databases, computer network or other electronically stored information for any other purpose is unauthorized and prohibited.

B.Confidential Information. Executive has been and will be given access to and provided with sensitive, confidential, proprietary, and trade secret information

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(“Confidential Information”) in the course of Executive’s employment which is of unique value to the Corporation. Examples of Confidential Information include, without limitation, hard copy or electronically stored information, documents or records including any sensitive, confidential, proprietary, or trade secret information related to: inventions, improvements, and designs; new product or marketing plans; business strategies and plans; merger and acquisition targets; financial and pricing information; computer programs, source codes, models, and databases; analytical models; human resources strategies; the skills and compensation of the Corporation’s employees, contractors, and any other service providers of the Corporation; customer lists and information; information received from or about third parties that the Corporation is obligated to keep confidential; supplier and vendor lists; the existence or content of any business discussions, negotiations, or agreements between the Corporation and any Customer or Restricted Prospective Customer, or any other third party; and other information which is not generally available to the public. Executive agrees not to disclose, publish, or use Confidential Information, either during or after Executive’s employment with the Corporation, except as necessary to perform Executive’s duties or as the Corporation may consent in writing, and for no other purpose. The confidentiality obligations set forth herein shall continue indefinitely, for so long as the Confidential Information remains confidential (and Executive understands that Executive will not be relieved of Executive’s obligations if the Confidential Information loses its confidential nature because of a breach of any of Executive’s obligations to the Corporation). If this Agreement is enforced by a court applying the law of a jurisdiction where a time frame is required for a non-disclosure provision to be enforceable with respect to information that does not rise to the level of a trade secret, then Executive’s obligations with respect to such information will be in effect during Executive’s employment with the Corporation and for three years thereafter. Notwithstanding anything to the contrary herein or in any policy of the Corporation, Executive may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney if such disclosure is made solely for the purpose of reporting or investigating a suspected violation of law or for pursuing an anti-retaliation lawsuit; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and Executive does not disclose the trade secret except pursuant to a court order. In the event a disclosure is made, and Executive files a lawsuit against the Corporation alleging that the Corporation retaliated against Executive because of Executive’s disclosure, Executive may disclose the relevant trade secret or confidential information to Executive’s attorney and may use the same in the court proceeding only if (x) Executive ensures that any court filing that includes the trade secret or confidential information at issue is made under seal; and (y) Executive does not otherwise disclose the trade secret or confidential information except as required by court order.

C.Non-Disparagement. Executive agrees not to criticize, make any negative comments about, or otherwise disparage the Corporation or those associated with it, whether

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orally, in writing, electronically, or otherwise, directly or by implication, to any person or entity, including Corporation customers or agents.

D.Restrictive Covenants. Executive agrees to the restrictive covenants in this Section 5.D in consideration of Executive’s employment and/or continued employment and the Corporation providing Executive access to Confidential Information, which consideration Executive agrees is adequate and good. The restrictive covenants in this Section 5.D apply during Executive’s employment and for 24 months immediately following the termination of Executive’s employment relationship with the Corporation, regardless of how, when, or why the relationship terminates (the “Restricted Period”). During the Restricted Period, Executive agrees that he will not, without the Corporation’s prior written consent, directly or indirectly, engage in any of the following activities:

i.Non-Solicitation. Executive will not, directly or indirectly:

(a)(1) provide, sell, market, attempt to provide, sell or market, or assist any person or entity in the provision, sale, or marketing of any Competitive Product to any Customer with respect to whom, at any time during the twenty-four (24) months immediately preceding the termination of Executive's employment with the Corporation, (i) Executive sold, provided, or assisted in or supervised the sale or provision of, any products or services on behalf of the Corporation, (ii) Executive designed, developed or manufactured, or assisted in or supervised the design, development or manufacture of any product on behalf of the Corporation, (iii) Executive had any business contact on behalf of the Corporation, (iv) Executive had any relationship, business development, sales, service or account responsibility (including, without limitation, any supervisory or managerial responsibility) on behalf of the Corporation, or (v) Executive had access to, or gained knowledge of, any Confidential Information concerning the Corporation’s business with such Customer, or (2) otherwise solicit or communicate with any Customer as described in (i) above for the purpose of selling or providing any Competitive Product;

(b)(1) provide, sell, market, attempt to provide, sell or market, or assist any person or entity in the provision, sale or marketing of any Competitive Product to any Restricted Prospective Customer or (2) otherwise solicit or communicate with any Restricted Prospective Customer for the purpose of selling or providing any Competitive Product;

(c)Raid, hire, or employ any individual who is (or who was, within the six (6) months prior to the termination of Executive's employment

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relationship with the Corporation) a Corporation employee or consultant;

(d)Solicit or recruit for employment any individual who is (or who was, within the six (6) months prior to the termination of Executive's employment relationship with the Corporation) a Corporation employee or consultant;

(e)(1) solicit or recruit for the purpose of hiring or engaging the services of any Restricted Employee; (2) hire, employ or engage the services of any Restricted Employee; (3) assist any person or entity in the recruitment, hiring or engagement of the services of any Restricted Employee; (4) urge, induce or seek to induce any Restricted Employee to terminate their employment with the Corporation; (5) advise, suggest to or recommend to any Competitor that it employ, engage the services of, or seek to employ or engage the services of any Restricted Employee; or (6) interfere with the Corporation’s employment relationship with any Restricted Employee or any other Corporation employee or consultant;

(f)Induce or influence any Corporation consultant who possesses Confidential Information of the Corporation to terminate his, her, or its employment or other relationship with the Corporation;

(g)Interfere with the legal rights of an employee of the Corporation to seek subsequent employment, unless such employee's conduct violates any statutory, common law, or contractual obligations to the Corporation; or

(h)Assist anyone in any of the activities listed above.

ii.Non-Competition. Executive will not:

(a)Perform Competitive Services in the Restricted Area for or on behalf of any Competitor, with respect to Competitive Products; or

(b)Assist anyone in any of the activities listed above.

iii.Definitions.

(a)“Restricted Area.” Because of the nature of the Corporation’s business and the nature of Executive’s duties and responsibilities for the Corporation, Executive’s obligations under this Section 5.D shall apply in each of the following geographic areas, which shall collectively be defined as the “Restricted Area”: (1) the State of Indiana, (2) Elkhart County and St. Joseph County, Indiana, and the

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contiguous counties thereto (including the contiguous counties in the State of Michigan), and (3) an area within a 100 mile radius of any office, facility, and/or manufacturing operation of the Corporation at which or from which Executive performed any executive, operational, managerial, supervisory, and/or related administrative services for or on behalf of the Corporation at any time during the 24 months immediately preceding the termination of Executive’s employment relationship with the Corporation.

(b)“Competitor” is any individual or entity (including a Customer) that engages in the business (in whole or in any part) of the Corporation, and which manufactures, markets, sells, or distributes products and/or services that are the same as or substantially similar to (in terms of type, brand, or purpose), the products and/or services manufactured, marketed, sold, or distributed by the Corporation, as of the date on which Executive’s employment relationship with the Corporation terminates.

(c)“Competitive Products” are products and/or services that are the same as or substantially similar to (in terms of type, brand, or purpose) the products and/or services offered by the Corporation in the business, including, but not limited to, products: (i) regarding which Executive performed any services for the Corporation at any time during the 24-month period preceding the termination of Executive’s employment relationship with the Corporation; and/or (ii) about which Executive had access to any Confidential Information at any time during the 24-month period preceding the termination of Executive’s employment relationship with the Corporation.

(d)“Competitive Services” are services that are the same as or substantially similar to (in terms of type or purpose) the services Executive performed for or on behalf of the Corporation at any point during the 24-month period preceding the termination of Executive’s employment relationship with the Corporation.

(e)“Customer” means any individual or entity as to which, with, or to whom, within the 24-month period immediately preceding the termination of Executive’s employment with the Corporation: (i) any products or services were provided by the Corporation; or (ii) any contract was entered into with the Corporation for the provision of any products or services.

(f)“Restricted Prospective Customer” means (i) any person or entity whom Executive, on behalf of the Corporation, solicited, assisted in the solicitation of, or engaged in marketing, sales, or business

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development efforts towards, at any time during the twelve (12) months immediately preceding the termination of Executive’s employment; and/or (ii) any person or entity to whom the Corporation submitted a quotation, bid, or sales proposal at any time during the twelve (12) months immediately preceding the termination of Executive’s employment if Executive was involved in or aware of such quotation, bid, or sales proposal during Executive’s employment.

(g)“Restricted Employee” means any individual employed with the Corporation during Executive’s employment with the Corporation provided the following two conditions are satisfied with respect to such individual: (1) as of the time of the action in question, such individual is then, or within the immediately preceding ninety (90) day period was, employed by the Corporation; and (2) such individual (i) regularly received, helped create, or had access to any of the Corporation’s trade secrets and/or Confidential Information during their employment with the Corporation, (ii) possesses or has had access to any of the Corporation’s information that would give a Competitor an unfair advantage if such individual were to be employed by a Competitor, and/or (iii) is or was involved in a software development role, sales role, business development role, managerial role, or customer relationship management role for the Corporation.

iv.To the extent Executive and the Corporation agree at any time to enter into separate agreements containing restrictive covenants with different or inconsistent terms than those contained herein, Executive and the Corporation acknowledge and agree that such different or inconsistent terms shall not in any way affect, have relevance to, or supersede the restrictive covenants contained herein, and the provisions in any such separate agreements and in this Agreement shall be interpreted in such a manner to give the Corporation its maximum rights and enforceability with respect to the restrictive covenants contained herein and the restrictive covenants contained in any separate agreements to which Executive and the Corporation are parties.

v.The foregoing shall not be deemed to prevent Executive from investing in securities if such class of securities in which the investment is made is listed on a national securities exchange or is of a company registered under Section 12(g) of the Securities Exchange Act of 1934 and, if the company in which such investment is made competes with the Corporation, such investment represents less than one (1%) percent of the outstanding securities of such class.

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Executive has carefully considered the nature and extent of the restrictions placed upon Executive, and the rights and remedies of the Corporation contained in Section 5 of this Agreement, and acknowledges and agrees that they are reasonable as to time, territory, and activity; are designed to eliminate unfair competition to the Corporation; do not stifle Executive's inherent skill and experience or prohibit Executive from being gainfully employed in Executive's chosen profession; are fully required to protect the legitimate interests of the Corporation; and do not confer a benefit upon the Corporation disproportionate to the restrictions imposed upon Executive, or the consideration given therefor.

E.Cooperation and Indemnification. Executive agrees to cooperate fully (i) with the Corporation in the investigation, prosecution, or defense of any potential claims or concerns regarding the Corporation’s business about which Executive has relevant knowledge, including by providing truthful information and testimony as reasonably requested by the Corporation, and (ii) with all government authorities on matters pertaining to any investigation, litigation, or administrative proceeding concerning the Corporation. The Corporation will reimburse Executive for any reasonable travel and out-of-pocket expenses incurred by Executive in providing such cooperation. The Corporation will indemnify Executive, in accordance with the Delaware General Corporation Law, for all claims and other covered matters arising in connection with Executive’s employment.

F.Injunctive Relief. Executive agrees that Executive’s agreements and undertakings contained herein are valuable and unique and that in the event of a breach, or threatened breach, by Executive of the terms hereof (a) legal remedies (money damages) for any breach of Section 5 will be inadequate, (b) the Corporation will suffer immediate and irreparable harm from any such breach, and (c) the Corporation will be entitled to injunctive relief from a court in addition to any legal remedies the Corporation may seek. If a court determines that Executive has breached any provision of Section 5, Executive agrees to pay to the Corporation its reasonable costs and attorney’s fees incurred in enforcing that provision. Any claim Executive has against the Corporation shall not be used by Executive as a defense to the enforcement of the provisions of Section 5 of this Agreement and will not be used to prohibit the Corporation from seeking or obtaining injunctive relief against Executive.

6.Miscellaneous.

A.Recoupment. Any and all payments made or required to be made and pursuant to this Agreement shall be subject to repayment to the Corporation by Executive (and the successors, assigns, heirs, estate, and personal representative of the Executive) pursuant to the terms of any clawback, recoupment, or other policy implemented from time to time by the Corporation, as amended (the “Recoupment Policy”). As additional consideration for any payment or award granted to Executive, Executive agrees to be bound by and subject to the Recoupment Policy as in effect at any time and from time to time, as amended (whether before, at, or after the granting or payment of any award).

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B.Adequacy of Consideration. Executive acknowledges and agrees that he has received, prior to or contemporaneously with the Effective Date, adequate consideration from the Corporation to enter into this Agreement.

C.Survival. The provisions of Sections 5 and 6 shall survive any termination of this Agreement. The parties also agree that Executive’s obligations under Section 5 remain in effect regardless of any reason that his employment with the Corporation ends.

D.Tax Withholding. All compensation payable under this Agreement will be subject to applicable tax withholding and other required or authorized deductions.

E.Compensation Subject to Plan. All compensation, in whatever form, payable pursuant to this Agreement shall be subject in all respects to the terms, provisions, and conditions of the LCI Industries Amended 2018 Omnibus Incentive Plan, as amended and restated from time to time.

F.Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests, or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally recognized overnight courier service such as FedEx or UPS, addressed to the Corporation (to the attention of the Secretary of the Corporation) at its principal executive office and to Executive at Executive’s principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.

G.Assignment. This Agreement shall inure to the benefit of and be binding upon the Corporation, its successors, and assigns, and the Executive, his heirs, executors, administrators, and legal representatives. Executive may not assign this Agreement. The Corporation may assign this Agreement. This Agreement shall not be terminated, voluntarily or involuntarily, by the liquidation or dissolution of the Corporation or by the merger or consolidation of the Corporation with or into another corporation. Any successor to the Corporation will be deemed to be the Corporation under this Agreement.

H.Entire Agreement: Amendment. This Agreement contains the parties’ entire agreement regarding its subject matter. Except as modified by a court of competent jurisdiction pursuant to the blue pencil doctrine or otherwise, this Agreement may only be amended in a writing signed by the parties. This Agreement supersedes any and all prior oral or written employment agreements (including letters and memoranda) between Executive and the Corporation or its predecessors. This Agreement does not supersede the terms of any stock option, restricted stock, or stock

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appreciation rights plan or award. Nothing in this Agreement, nor any fixing of compensation in the form of base salary, bonus, stock-based awards, deferred compensation, or otherwise, shall prevent the Corporation from granting to Executive additional compensation in the form of cash, salary increase, stock-based awards, deferred compensation, or otherwise.

I.Choice of Law. This Agreement shall be governed by the internal laws of the State of Indiana without giving effect to principles of conflicts of law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction and venue of the United States District Court located in Indianapolis, Indiana over any suit, action, or proceeding arising out of or relating to this Agreement. Each party hereby irrevocably waives to the fullest extent permitted by law, (i) the right to a trial by jury; (ii) any objection that they may now or hereafter have to the venue of any such suit, action, or proceeding brought in any such court; or (iii) any claim that any such suit, action, or proceeding has been brought in an inconvenient forum. Final judgment in any suit, action, or proceeding brought in any such court shall be conclusive and binding upon each party duly served with process therein and may be enforced in the courts of the jurisdiction of which either party or any of their property is subject, by a suit upon such judgment.

J.Waivers. No party’s failure to exercise, or delay in exercising, any right or remedy under this Agreement will be a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of such right or remedy.

K.Headings. The headings of this Agreement are for the convenience of reference only and shall not affect in any manner any of the terms and conditions hereof.

L.Narrowed Enforcement and Severability. If any provision or clause of this Agreement, or any portion thereof, shall be held by any court or other tribunal of competent jurisdiction to be illegal, invalid, or unenforceable in such jurisdiction, the remainder of such provision shall not thereby be affected and shall be given full force and effect, without regard to the invalid portion. It is the intention of the parties that each of the restrictions in Section 5.D be severable, and, if any court construes any provision or clause of this Agreement, or any portion thereof, to be illegal, invalid, or unenforceable because of the duration of such provision or the area or matter covered thereby, such court shall reduce the duration, area, or matter of such provision, and in its reduced form, such provision shall then be enforceable and shall be enforced.

M.Attorney’s Fees. In the event of any proceeding involving a claim or dispute arising under this Agreement, the prevailing party (by motion, on the merits, or otherwise) shall be entitled to recover, in addition to any remedy awarded in such proceeding, all costs and expenses, including actual attorney’s fees, incurred by the prevailing party in such proceeding.

N.Payment of Deferred Compensation - Section 409A. To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full

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compliance with Section 409A. This Agreement shall be construed in a manner to give effect to such intention. In no event whatsoever shall the Corporation be liable for any tax, interest, or penalties that may be imposed on Executive under Section 409A. The Corporation shall have no obligation to indemnify or otherwise hold Executive harmless from any such taxes, interest, or penalties, or from liability for any damages related thereto.

O.Electronic Transmission/Counterparts. The executed version of this Agreement may be delivered by facsimile or email, and upon receipt, such transmission shall be deemed delivery of an original. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which together will constitute one document

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LIPPERT COMPONENTS, INC.         By:  /s/ John A. Sirpilla    John A. Sirpilla    Interim Chief Executive Officer EXECUTIVE         By:  /s/ Jamie M. Schnur    Jamie M. Schnur    President - Aftermarket & Technology Groups

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## EX-10.5

SEC source: [ex105smithemploymentagreem.htm](https://www.sec.gov/Archives/edgar/data/763744/000076374426000070/ex105smithemploymentagreem.htm)

Exhibit 10.5

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement (“Agreement”) is made this 19th day of June 2026, between Ryan R. Smith (“Executive”) and Lippert Components, Inc. (the “Corporation”), amends and restates the Executive Employment Agreement between Executive and the Corporation dated the 26th day of July 2022, as amended (the “Prior Agreement”) and is effective as of the 19th day of June 2026 (the “Effective Date”). This Agreement’s purposes are to set forth certain terms of Executive’s employment by the Corporation or one of its affiliates and to protect the Corporation’s knowledge, expertise, customer relationships, and confidential information. The Corporation has several divisions and certain relationships with related companies and other affiliates, including but not limited to LCI Industries (“LCI Industries”) and Lippert Components Manufacturing, Inc., as well as other entities (each, an “Affiliate”). To the extent Executive is assigned to an Affiliate by the Corporation, performs services for an Affiliate, and/or has access to confidential or proprietary information of an Affiliate, the term “Corporation” as used in this Agreement only, shall also be deemed to include any other Affiliate to which Executive is assigned, for which Executive performs any services, and/or about which Executive is exposed to confidential or proprietary information during Executive’s employment relationship with the Corporation.

1.Employment and Duties.

A.Employment. The Corporation hereby continues to employ Executive, and Executive accepts continued employment, under this Agreement’s terms, for the period beginning the Effective Date and ending on the date Executive’s employment is terminated pursuant to the terms of Section 3 of this Agreement (the “Employment Period”). The principal place of employment and the location of Executive’s principal office and normal place of work shall be at the Corporation’s principal executive offices within Elkhart County or St. Joseph County, Indiana. Given the geographic scope of the Corporation’s business and the fact that Executive’s duties and responsibilities will be as co-extensive, geographically, as the scope of the Corporation’s business, Executive will be expected to travel to other locations, as necessary, in the performance of Executive’s duties; provided, however, Executive shall at no time be required to change the locale of his residence without his consent.

B.Title and Duties. Executive will be employed as the Group President - North America of Lippert Components, Inc., will be duly appointed an officer of Lippert Components, Inc., and will report directly to the President & Chief Executive Officer of Lippert Components, Inc. Executive will perform such duties, and exercise such supervision and control with regard to the business of the Corporation, as are commonly associated with Executive’s position. Executive will devote substantially all of Executive’s business time and energy to Executive’s duties at the Corporation. Executive will maintain operations in Executive’s area of responsibility, and make every reasonable effort to ensure that the employees within that area of responsibility act, in compliance with applicable law and the

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Corporation’s Guidelines for Business Conduct, as amended from time to time. Executive is subject to all of the Corporation’s employment policies and procedures (except as specifically superseded by this Agreement).

2.Compensation and Benefits.

A.Base Salary. Executive’s initial aggregate annual base salary will be $985,710, less applicable withholdings and deductions, payable according to the Corporation’s regular payroll schedule. Executive’s base salary shall be reviewed annually and may be increased in the Corporation’s sole discretion from time to time.

B.Short-term Incentive Compensation. Executive will be eligible to participate in the Corporation’s management incentive compensation plans, adopted by the Corporation from time to time, in the Corporation’s discretion and in accordance with such plans’ terms and conditions. Executive’s target short-term incentive compensation for fiscal year 2026, payable in fiscal year 2027, shall be equal to $2,141,750. The target(s) necessary to earn such incentive compensation shall be established by the Corporation in its 2026 management incentive compensation plans.

C.Equity Awards. Executive will be eligible for stock-based awards in the Corporation’s discretion from time to time. The total amount of Executive’s target stock-based awards for fiscal year 2026, granted in fiscal year 2026, shall be equal to $1,239,500, in restricted stock unit (“RSU”) value and $1,859,250 in performance stock unit (“PSU”) value. The RSUs and PSUs shall be governed by those certain award agreements entered into between the Executive and the Corporation upon the grant of such awards. The target(s) necessary to earn such stock-based awards shall be established by the Corporation in its 2026 management incentive compensation plans.

D.Employee Benefits. Executive will be eligible to participate in the Corporation’s employee welfare plans (health, dental, life, short-term and long-term disability insurance coverage), retirement or savings plans, and other benefit plans on the same basis as other similarly situated executives, in accordance with the terms of the plans. The Corporation reserves the right to amend or discontinue any plan or policy at any time in its sole discretion. Executive agrees to have an annual comprehensive physical examination at the expense of the Corporation (to the extent not covered by insurance) by a physician of his choice. In addition to the Corporation’s generally available benefits, the Corporation shall provide Executive, at the Corporation’s expense during the term of Executive’s employment:

i. The Executive shall be eligible to participate in any pension, retirement, deferred compensation, or profit-sharing plan adopted by the Corporation for the benefit of its executives.

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ii.To supplement standard long-term disability coverage, the Corporation shall maintain, to the extent such coverage is available on commercially reasonable terms (as determined by the Corporation in its discretion), at no cost to Executive, disability insurance (subject to the terms and conditions of the underlying policy) providing for weekly payments to Executive, in the event Executive shall fail or be unable to perform his obligations hereunder, in the amount of not less than $120,000 per year. Such payments shall continue for the maximum available term after the commencement of disability.

iii.The Corporation will provide an automobile allowance of $750 per month, less applicable withholdings, in accordance with the Corporation's automobile policy, together with reimbursement for gasoline, on presentation of expense vouchers, to be used in connection with the business of the Corporation.

iv.Executive shall be entitled to a vacation in each year during the Employment Period of not less than 3 weeks. Executive shall not be entitled to any additional payout for unused vacation during any given year.

E.Expenses. All travel and other expenses incident to the rendering of services by Executive hereunder in accordance with the travel policies of the Corporation will be paid by the Corporation. If any such expenses are paid in the first instance by Executive, the Corporation will reimburse him therefore on presentation of expense vouchers.

3.Term and Termination of Employment.

A.Term. This Agreement shall continue in full force and effect during the Employment Period until terminated as set forth under Section 3.B below.

B.Termination.

i.By Mutual Agreement. The parties may terminate Executive’s employment at any time by mutual agreement.

ii.By the Corporation without Cause. The Corporation may terminate Executive’s employment without Cause upon 90 days’ prior written notice.

iii.By the Corporation with Cause. The Corporation may terminate Executive’s employment at any time for Cause. “Cause” means (a) Executive is convicted of a felony, (b) Executive materially violates any material Corporation policy, and such violation is substantiated by independence evidence, (c) Executive engages in serious misconduct that causes economic and/or reputational harm to the Corporation, and such misconduct is substantiated by independent evidence, or (d) Executive willfully refuses to attempt the good faith discharge of Executive’s duties or responsibilities for the Corporation, and such refusal continues after Executive receives written

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notice from the Corporation specifying the failure and providing a reasonable opportunity to cure. In such event, Executive shall be entitled to no further compensation or payments from the Corporation other than earned but unpaid salary or benefits. In any instance where the Corporation may have grounds for Cause, failure by the Corporation to provide written notice of the grounds for Cause within 120 days of discovery shall be a waiver of its right to assert the subject conduct as a basis for termination for Cause.

iv.By Executive without Good Reason. Executive may resign and terminate Executive’s employment at any time for any reason, including due to Executive’s retirement, upon 90 days’ prior written notice. In such event, Executive shall be entitled to no further compensation or payments from the Corporation other than earned but unpaid salary or benefits.

v.By Executive for Good Reason. Executive may terminate Executive’s employment for Good Reason, as defined below, upon at least 90 days’ prior written notice. For the avoidance of doubt, in the case of an Approved Retirement (as defined below), such notice may be provided before the conditions for Approved Retirement are satisfied. If the circumstances constituting Good Reason are reasonably capable of being remedied, the Corporation will have 90 days to remedy such circumstances. “Good Reason” will exist if the Corporation takes any of the following actions, without Executive’s consent: (a) materially reduces Executive’s base salary other than in connection with a general reduction affecting a group of employees or, to the extent deemed minimally necessary by the Board in good faith, in response to the Board’s failure to receive stockholder approval, on an advisory basis, of the Corporation’s executive compensation program at the Annual Meeting of Stockholders of LCI Industries; (b) moves Executive’s primary work location more than 100 miles; (c) assigns to Executive any duties materially inconsistent in any respect with Executive’s position (including status, offices, titles, and reporting relationships) as contemplated by Section 1 or otherwise makes changes that substantially diminish Executive’s position, authority, duties, or responsibilities, excluding an insulated, insubstantial, and inadvertent action not taken in bad faith and which is promptly remedied by the Corporation; or (d) any other material breach of this Agreement by the Corporation, in each case, that is not remedied within the time period specified above after written notice thereof. In addition, Executive’s Approved Retirement will be considered to be a Termination for Good Reason. “Approved Retirement” will exist if Executive’s employment is terminated for any reason (other than by Executive when grounds for Cause exist or by the Company for Cause) on or following the later of (x) the first anniversary of the Effective Date or (y) earlier of (A) the consummation of a Qualifying CIC or (B) eighteen (18) months following the Effective Date. A “Qualifying CIC” means a Change in Control as defined in the LCI Industries Amended 2018 Omnibus Incentive Plan with respect to which the Corporation (or an Affiliate) has entered into a definitive agreement before the first anniversary of the Effective Date.

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vi.Due to Executive’s Death. Executive’s employment will terminate automatically if Executive dies, effective as of the date of Executive’s death.

vii.Due to Executive’s Disability. The Corporation may, upon 30 days’ prior written notice to Executive from the Corporation, terminate Executive’s employment due to Executive’s physical or mental disability that renders Executive incapable of performing the essential functions of Executive’s job, with or without reasonable accommodation, and which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. The Corporation will determine whether Executive has incurred a disability based on its own good faith determination, and may require Executive to submit to reasonable physical and mental examinations for this purpose. In the absence of agreement between the Corporation and Executive (or his legal representative), each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to disability.

4.Severance and Death/Disability Benefits.

A.Circumstances under Which Severance Benefits Payable. Executive will be entitled to the severance benefits described in Section 4.B (“Severance Benefits”) only if Executive’s employment during the Employment Period is terminated by the Corporation without Cause under Section 3.B(ii) (excluding disability), is terminated by Executive for Good Reason under Section 3.B(v) or is terminated due to Executive’s death under Section 3.B(vi). Whether Executive has had a termination of employment will be determined in a manner consistent with the definition of “Separation from Service” under Section 409A of the Internal Revenue Code of 1986 and its accompanying regulations (“Section 409A”) and will be referred to herein as a “Termination.” For purposes of this Agreement, Executive will be considered to have experienced a Termination as of the date that the facts and circumstances indicate that it is reasonably anticipated that Executive will provide no further services after such date or that the level of bona fide services that Executive is expected to perform permanently decreases to no more than 20% of the average level of bona fide services that Executive performed over the immediately preceding 36-month period. In consideration of the Severance Benefits in this Agreement, Executive waives any payments or benefits to which Executive otherwise might be or become entitled under any severance plan or program of the Corporation.

B.Severance Benefits. Subject to Section 4.C, Executive shall be entitled to the following Severance Benefits if Executive experiences a Termination under the circumstances described in Section 4.A above:

i.An amount equivalent to two times Executive's annual base salary (at the highest annualized rate in effect at any time within two years of the date of Executive's Termination).

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ii.An amount equivalent to two times Executive's average bonus or incentive compensation actually paid to Executive, if any, during the 36-month period immediately preceding his Termination (excluding equity awards, payments under any long-term or similar benefit plan, or any other special or one-time bonus or incentive compensation payments, and provided that the three-year average shall not exceed Executive's then-current annual base salary).

iii.Amounts payable under a then-current management incentive plan will be paid out to Executive in accordance with the terms thereof. All stock-based awards granted to Executive that vest solely on the passage of time and which have not vested as of the date of Executive's Termination shall immediately vest and become exercisable pursuant to the terms thereof. Awards that vest upon the achievement of one or more performance goals, such as performance stock awards, will be treated in accordance with their terms. Notwithstanding the foregoing, the definition of Good Reason set forth in this Agreement shall replace any definition of Good Reason set forth in any stock-based awards granted to Executive.

iv.A lump sum payment, minus applicable deductions, including deductions for tax withholding, to offset costs of COBRA equal to the current COBRA premium in effect at the date of Termination, multiplied by 12, which amount will be paid within 30 days following the Starting Date (defined below).

v.Outplacement services, for a time period (not less than 6 months following the Starting Date (defined below)) established by the Corporation, consistent with those provided to similarly situated executives provided by an outplacement firm selected by the Corporation in its sole discretion, and at the expense of the Corporation.

Except as provided in Section 4.F or as otherwise provided herein, the Severance Benefits in Sections 4.B(i)-(ii) will be paid out, minus applicable deductions, including deductions for tax withholding, in equal weekly payments on the regular payroll cycle over the 24-month period following Executive’s Termination. Except as provided in Section 4.F or as otherwise provided herein, commencement of the Severance Benefits shall begin on the first payroll date following the date on which Executive’s release of claims under Section 4.C becomes effective (but only if such release becomes effective within the 75-day period following Executive’s Termination) (the “Starting Date”); provided, that the payment of Severance Benefits required under this Section 4 shall be made or commence (as applicable) in the second calendar year if such 75-day period begins in one calendar year and ends in the subsequent calendar year. If Executive revokes or does not sign the Release Agreement during such 75-day period, no severance or other benefits shall be payable hereunder. The first payment on the Starting Date shall include those payments that would have been previously paid if the payments of the severance compensation had begun on the first payroll date following the date of Executive’s

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Termination. Executive’s entitlement to the payments of the severance compensation described in Sections 4.B(i)-(ii) shall be treated as the entitlement to a series of separate payments for purposes of Section 409A. Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise; nor shall the amount of any payment or benefit provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any other benefits received by Executive from another employer, except as provided in Section 4.C below.

C.Separation Agreement and Release Required. In order to receive any Severance Benefits or Disability Benefits (defined in Section 4.E below) under this Agreement, Executive must timely sign and not revoke a separation agreement and release of claims (containing a full and complete release by Executive of any and all claims of every kind and nature against the Corporation) in a form acceptable to and determined by the Corporation in its discretion. The Corporation shall provide to Executive a form of separation agreement and release of claims no later than three (3) days following Executive’s date of Termination. If Executive does not timely execute and deliver to the Corporation such separation agreement and release, or if Executive does so, but then revokes it if permitted by and within the time required by applicable law, the Corporation will have no obligation to pay or provide any of the Severance Benefits or Disability Benefits to Executive. It is expressly understood that the Corporation’s payment obligations under Section 4.B or 4.E, respectively, shall cease in the event Executive breaches any of his agreements in Section 5 hereof and, in the event of any such breach, Executive shall repay in cash immediately to the Corporation any amounts previously paid to Executive under Section 4.B or 4.E, respectively.

D.Death Benefits. In addition to earned but unpaid salary and benefits, Executive (and his estate, beneficiaries, or any other person legally claiming through him) shall be entitled to the Severance Benefits if Executive experiences a Termination because of death, subject to Executive’s estate executing and not revoking the release of claims pursuant to Section 4.C above.

E.Disability Benefits. In addition to earned but unpaid salary and benefits, Executive shall be entitled to the following compensation if Executive experiences a Termination because of disability (“Disability Benefits”): The Corporation shall pay to Executive (i) the difference between Executive’s base salary and the amount of disability payments received by the Executive pursuant to disability insurance provided in accordance with this Agreement, for a period of one year from the date of Executive’s Termination, and (ii) Executive’s incentive compensation (excluding equity awards), which Executive would have been entitled to receive at the completion of the year of Executive’s Termination but for such termination. Except as provided in Section 4.F or as otherwise provided herein, the base salary portion of Disability Benefits will be paid out, minus applicable deductions, including deductions for tax withholding, in equal weekly payments on the regular payroll

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cycle. Incentive compensation will be calculated and paid in accordance with the terms of the applicable plan. All stock-based awards granted to Executive, other than awards granted under a long-term incentive plan, which have not vested as of the date of Executive’s Termination shall immediately vest and become exercisable pursuant to the terms thereof. Awards granted under a long-term incentive plan, such as performance stock awards, will remain outstanding subject to their terms. All shares of stock deliverable pursuant to outstanding PSUs awarded to Executive will be delivered pursuant to the terms thereof. Additionally, a lump sum payment, minus applicable deductions, including deductions for tax withholding, to offset costs of COBRA equal to the current COBRA premium in effect at the date of Termination, multiplied by 12, which amount will be paid within 30 days following Termination.

F.Compliance with Section 409A. If Executive is a “Specified Employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by the Corporation) at the time of Executive’s Termination and any amount that would be paid to Executive during the six-month period following Termination constitutes “Deferred Compensation” (within the meaning of Section 409A), such amount shall not be paid to Executive until the later of (i) six months after the date of Executive’s Termination, and (ii) the payment date or commencement date specified in this Agreement for such payment(s). On the first regular payroll date following the expiration of such six-month period (or if Executive dies during the six-month period, the first payroll date following the death), all payments that were delayed pursuant to the preceding sentence shall be paid to Executive in a single lump sum and thereafter all payments shall be made as if there had been no such delay. All Severance Benefits described in Section 4.B shall be paid by, and no further severance compensation shall be paid or payable after, December 31 of the second calendar year following the year in which Executive’s Termination occurs. Severance Benefits under this Agreement are intended to be exempt from section 409A of the Code under the “separation pay exception,” to the maximum extent applicable. Any payments hereunder that qualify for the “short-term deferral” exception or another exception under section 409A of the Code shall be paid under the applicable exception. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (b) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (c) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (d) the right to reimbursement is not subject to liquidation or exchange for another benefit.

5.Property Rights. Confidentiality. Non-Disparagement, and Restrictive Covenants.

A.The Corporation’s Property.

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i.Assignment of Property Rights. Executive must promptly disclose in writing to the Corporation all inventions, designs, discoveries, processes, procedures, methods, and works of authorship, and any improvements or modifications thereon, whether or not patentable or copyrightable, that Executive alone or jointly conceives, makes, discovers, writes, or creates, during working hours or on Executive’s own time, during this Agreement’s term (the “Works”). Executive hereby assigns to the Corporation all Executive’s rights, including copyrights and patent rights, and any applications with respect thereto, to all Works, whether or not marketed or utilized by the Corporation. The Corporation or its designee shall have the sole and exclusive right to take whatever action it deems appropriate to establish and protect its ownership thereof, and Executive must assist the Corporation as it reasonably requires to perfect, protect, and use its rights to the Works. This provision does not apply to any Work for which no Corporation equipment, supplies, facility, or trade secret information was used and: (1) which does not relate directly to the Corporation’s business or actual or demonstrably anticipated research or development, or (2) which does not result from any work performed for the Corporation.

ii.No Removal of Property. Executive may not remove from the Corporation’s premises, electronic databases or computer network any Corporation records, documents, data, electronically stored information, or other property, in either original or duplicate form, except as necessary in the ordinary course of the Corporation’s business.

iii.Return of Property. Executive must immediately deliver to the Corporation, upon termination of employment, or at any other time at the Corporation’s request, all Corporation property, including records, documents, data (electronically stored or otherwise), and equipment, and all copies of any such property, including any records or data Executive prepared during employment. Additionally, Executive will, if required by the Corporation, provide the Corporation with a signed written statement disclosing and verifying whether Executive has returned all Corporation property previously in Executive’s possession, custody, or control. Executive understands that access or use of the Corporation’s documents, equipment, data, electronic databases, computer network and electronically stored information is for the Corporation’s benefit only and that any use of the Corporation’s documents, equipment, data, electronic databases, computer network or electronically stored information or removal or use of information from the Corporation’s documents, equipment, data, electronic databases, computer network or other electronically stored information for any other purpose is unauthorized and prohibited.

B.Confidential Information. Executive has been and will be given access to and provided with sensitive, confidential, proprietary, and trade secret information

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(“Confidential Information”) in the course of Executive’s employment which is of unique value to the Corporation. Examples of Confidential Information include, without limitation, hard copy or electronically stored information, documents or records including any sensitive, confidential, proprietary, or trade secret information related to: inventions, improvements, and designs; new product or marketing plans; business strategies and plans; merger and acquisition targets; financial and pricing information; computer programs, source codes, models, and databases; analytical models; human resources strategies; the skills and compensation of the Corporation’s employees, contractors, and any other service providers of the Corporation; customer lists and information; information received from or about third parties that the Corporation is obligated to keep confidential; supplier and vendor lists; the existence or content of any business discussions, negotiations, or agreements between the Corporation and any Customer or Restricted Prospective Customer, or any other third party; and other information which is not generally available to the public. Executive agrees not to disclose, publish, or use Confidential Information, either during or after Executive’s employment with the Corporation, except as necessary to perform Executive’s duties or as the Corporation may consent in writing, and for no other purpose. The confidentiality obligations set forth herein shall continue indefinitely, for so long as the Confidential Information remains confidential (and Executive understands that Executive will not be relieved of Executive’s obligations if the Confidential Information loses its confidential nature because of a breach of any of Executive’s obligations to the Corporation). If this Agreement is enforced by a court applying the law of a jurisdiction where a time frame is required for a non-disclosure provision to be enforceable with respect to information that does not rise to the level of a trade secret, then Executive’s obligations with respect to such information will be in effect during Executive’s employment with the Corporation and for three years thereafter. Notwithstanding anything to the contrary herein or in any policy of the Corporation, Executive may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney if such disclosure is made solely for the purpose of reporting or investigating a suspected violation of law or for pursuing an anti-retaliation lawsuit; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and Executive does not disclose the trade secret except pursuant to a court order. In the event a disclosure is made, and Executive files a lawsuit against the Corporation alleging that the Corporation retaliated against Executive because of Executive’s disclosure, Executive may disclose the relevant trade secret or confidential information to Executive’s attorney and may use the same in the court proceeding only if (x) Executive ensures that any court filing that includes the trade secret or confidential information at issue is made under seal; and (y) Executive does not otherwise disclose the trade secret or confidential information except as required by court order.

C.Non-Disparagement. Executive agrees not to criticize, make any negative comments about, or otherwise disparage the Corporation or those associated with it, whether

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orally, in writing, electronically, or otherwise, directly or by implication, to any person or entity, including Corporation customers or agents.

D.Restrictive Covenants. Executive agrees to the restrictive covenants in this Section 5.D in consideration of Executive’s employment and/or continued employment and the Corporation providing Executive access to Confidential Information, which consideration Executive agrees is adequate and good. The restrictive covenants in this Section 5.D apply during Executive’s employment and for 24 months immediately following the termination of Executive’s employment relationship with the Corporation, regardless of how, when, or why the relationship terminates (the “Restricted Period”). During the Restricted Period, Executive agrees that he will not, without the Corporation’s prior written consent, directly or indirectly, engage in any of the following activities:

i.Non-Solicitation. Executive will not, directly or indirectly:

(a)(1) provide, sell, market, attempt to provide, sell or market, or assist any person or entity in the provision, sale, or marketing of any Competitive Product to any Customer with respect to whom, at any time during the twenty-four (24) months immediately preceding the termination of Executive's employment with the Corporation, (i) Executive sold, provided, or assisted in or supervised the sale or provision of, any products or services on behalf of the Corporation, (ii) Executive designed, developed or manufactured, or assisted in or supervised the design, development or manufacture of any product on behalf of the Corporation, (iii) Executive had any business contact on behalf of the Corporation, (iv) Executive had any relationship, business development, sales, service or account responsibility (including, without limitation, any supervisory or managerial responsibility) on behalf of the Corporation, or (v) Executive had access to, or gained knowledge of, any Confidential Information concerning the Corporation’s business with such Customer, or (2) otherwise solicit or communicate with any Customer as described in (i) above for the purpose of selling or providing any Competitive Product;

(b)(1) provide, sell, market, attempt to provide, sell or market, or assist any person or entity in the provision, sale or marketing of any Competitive Product to any Restricted Prospective Customer or (2) otherwise solicit or communicate with any Restricted Prospective Customer for the purpose of selling or providing any Competitive Product;

(c)Raid, hire, or employ any individual who is (or who was, within the six (6) months prior to the termination of Executive's employment

Amended and Restated Executive Employment Agreement

11

relationship with the Corporation) a Corporation employee or consultant;

(d)Solicit or recruit for employment any individual who is (or who was, within the six (6) months prior to the termination of Executive's employment relationship with the Corporation) a Corporation employee or consultant;

(e)(1) solicit or recruit for the purpose of hiring or engaging the services of any Restricted Employee; (2) hire, employ or engage the services of any Restricted Employee; (3) assist any person or entity in the recruitment, hiring or engagement of the services of any Restricted Employee; (4) urge, induce or seek to induce any Restricted Employee to terminate their employment with the Corporation; (5) advise, suggest to or recommend to any Competitor that it employ, engage the services of, or seek to employ or engage the services of any Restricted Employee; or (6) interfere with the Corporation’s employment relationship with any Restricted Employee or any other Corporation employee or consultant;

(f)Induce or influence any Corporation consultant who possesses Confidential Information of the Corporation to terminate his, her, or its employment or other relationship with the Corporation;

(g)Interfere with the legal rights of an employee of the Corporation to seek subsequent employment, unless such employee's conduct violates any statutory, common law, or contractual obligations to the Corporation; or

(h)Assist anyone in any of the activities listed above.

ii.Non-Competition. Executive will not:

(a)Perform Competitive Services in the Restricted Area for or on behalf of any Competitor, with respect to Competitive Products; or

(b)Assist anyone in any of the activities listed above.

iii.Definitions.

(a)“Restricted Area.” Because of the nature of the Corporation’s business and the nature of Executive’s duties and responsibilities for the Corporation, Executive’s obligations under this Section 5.D shall apply in each of the following geographic areas, which shall collectively be defined as the “Restricted Area”: (1) the State of Indiana, (2) Elkhart County and St. Joseph County, Indiana, and the

Amended and Restated Executive Employment Agreement

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contiguous counties thereto (including the contiguous counties in the State of Michigan), and (3) an area within a 100 mile radius of any office, facility, and/or manufacturing operation of the Corporation at which or from which Executive performed any executive, operational, managerial, supervisory, and/or related administrative services for or on behalf of the Corporation at any time during the 24 months immediately preceding the termination of Executive’s employment relationship with the Corporation.

(b)“Competitor” is any individual or entity (including a Customer) that engages in the business (in whole or in any part) of the Corporation, and which manufactures, markets, sells, or distributes products and/or services that are the same as or substantially similar to (in terms of type, brand, or purpose), the products and/or services manufactured, marketed, sold, or distributed by the Corporation, as of the date on which Executive’s employment relationship with the Corporation terminates.

(c)“Competitive Products” are products and/or services that are the same as or substantially similar to (in terms of type, brand, or purpose) the products and/or services offered by the Corporation in the business, including, but not limited to, products: (i) regarding which Executive performed any services for the Corporation at any time during the 24-month period preceding the termination of Executive’s employment relationship with the Corporation; and/or (ii) about which Executive had access to any Confidential Information at any time during the 24-month period preceding the termination of Executive’s employment relationship with the Corporation.

(d)“Competitive Services” are services that are the same as or substantially similar to (in terms of type or purpose) the services Executive performed for or on behalf of the Corporation at any point during the 24-month period preceding the termination of Executive’s employment relationship with the Corporation.

(e)“Customer” means any individual or entity as to which, with, or to whom, within the 24-month period immediately preceding the termination of Executive’s employment with the Corporation: (i) any products or services were provided by the Corporation; or (ii) any contract was entered into with the Corporation for the provision of any products or services.

(f)“Restricted Prospective Customer” means (i) any person or entity whom Executive, on behalf of the Corporation, solicited, assisted in the solicitation of, or engaged in marketing, sales, or business

Amended and Restated Executive Employment Agreement

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development efforts towards, at any time during the twelve (12) months immediately preceding the termination of Executive’s employment; and/or (ii) any person or entity to whom the Corporation submitted a quotation, bid, or sales proposal at any time during the twelve (12) months immediately preceding the termination of Executive’s employment if Executive was involved in or aware of such quotation, bid, or sales proposal during Executive’s employment.

(g)“Restricted Employee” means any individual employed with the Corporation during Executive’s employment with the Corporation provided the following two conditions are satisfied with respect to such individual: (1) as of the time of the action in question, such individual is then, or within the immediately preceding ninety (90) day period was, employed by the Corporation; and (2) such individual (i) regularly received, helped create, or had access to any of the Corporation’s trade secrets and/or Confidential Information during their employment with the Corporation, (ii) possesses or has had access to any of the Corporation’s information that would give a Competitor an unfair advantage if such individual were to be employed by a Competitor, and/or (iii) is or was involved in a software development role, sales role, business development role, managerial role, or customer relationship management role for the Corporation.

iv.To the extent Executive and the Corporation agree at any time to enter into separate agreements containing restrictive covenants with different or inconsistent terms than those contained herein, Executive and the Corporation acknowledge and agree that such different or inconsistent terms shall not in any way affect, have relevance to, or supersede the restrictive covenants contained herein, and the provisions in any such separate agreements and in this Agreement shall be interpreted in such a manner to give the Corporation its maximum rights and enforceability with respect to the restrictive covenants contained herein and the restrictive covenants contained in any separate agreements to which Executive and the Corporation are parties.

v.The foregoing shall not be deemed to prevent Executive from investing in securities if such class of securities in which the investment is made is listed on a national securities exchange or is of a company registered under Section 12(g) of the Securities Exchange Act of 1934 and, if the company in which such investment is made competes with the Corporation, such investment represents less than one (1%) percent of the outstanding securities of such class.

Amended and Restated Executive Employment Agreement

14

Executive has carefully considered the nature and extent of the restrictions placed upon Executive, and the rights and remedies of the Corporation contained in Section 5 of this Agreement, and acknowledges and agrees that they are reasonable as to time, territory, and activity; are designed to eliminate unfair competition to the Corporation; do not stifle Executive's inherent skill and experience or prohibit Executive from being gainfully employed in Executive's chosen profession; are fully required to protect the legitimate interests of the Corporation; and do not confer a benefit upon the Corporation disproportionate to the restrictions imposed upon Executive, or the consideration given therefor.

E.Cooperation and Indemnification. Executive agrees to cooperate fully (i) with the Corporation in the investigation, prosecution, or defense of any potential claims or concerns regarding the Corporation’s business about which Executive has relevant knowledge, including by providing truthful information and testimony as reasonably requested by the Corporation, and (ii) with all government authorities on matters pertaining to any investigation, litigation, or administrative proceeding concerning the Corporation. The Corporation will reimburse Executive for any reasonable travel and out-of-pocket expenses incurred by Executive in providing such cooperation. The Corporation will indemnify Executive, in accordance with the Delaware General Corporation Law, for all claims and other covered matters arising in connection with Executive’s employment.

F.Injunctive Relief. Executive agrees that Executive’s agreements and undertakings contained herein are valuable and unique and that in the event of a breach, or threatened breach, by Executive of the terms hereof (a) legal remedies (money damages) for any breach of Section 5 will be inadequate, (b) the Corporation will suffer immediate and irreparable harm from any such breach, and (c) the Corporation will be entitled to injunctive relief from a court in addition to any legal remedies the Corporation may seek. If a court determines that Executive has breached any provision of Section 5, Executive agrees to pay to the Corporation its reasonable costs and attorney’s fees incurred in enforcing that provision. Any claim Executive has against the Corporation shall not be used by Executive as a defense to the enforcement of the provisions of Section 5 of this Agreement and will not be used to prohibit the Corporation from seeking or obtaining injunctive relief against Executive.

6.Miscellaneous.

A.Recoupment. Any and all payments made or required to be made and pursuant to this Agreement shall be subject to repayment to the Corporation by Executive (and the successors, assigns, heirs, estate, and personal representative of the Executive) pursuant to the terms of any clawback, recoupment, or other policy implemented from time to time by the Corporation, as amended (the “Recoupment Policy”). As additional consideration for any payment or award granted to Executive, Executive agrees to be bound by and subject to the Recoupment Policy as in effect at any time and from time to time, as amended (whether before, at, or after the granting or payment of any award).

Amended and Restated Executive Employment Agreement

15

B.Adequacy of Consideration. Executive acknowledges and agrees that he has received, prior to or contemporaneously with the Effective Date, adequate consideration from the Corporation to enter into this Agreement.

C.Survival. The provisions of Sections 5 and 6 shall survive any termination of this Agreement. The parties also agree that Executive’s obligations under Section 5 remain in effect regardless of any reason that his employment with the Corporation ends.

D.Tax Withholding. All compensation payable under this Agreement will be subject to applicable tax withholding and other required or authorized deductions.

E.Compensation Subject to Plan. All compensation, in whatever form, payable pursuant to this Agreement shall be subject in all respects to the terms, provisions, and conditions of the LCI Industries Amended 2018 Omnibus Incentive Plan, as amended and restated from time to time.

F.Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests, or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally recognized overnight courier service such as FedEx or UPS, addressed to the Corporation (to the attention of the Secretary of the Corporation) at its principal executive office and to Executive at Executive’s principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.

G.Assignment. This Agreement shall inure to the benefit of and be binding upon the Corporation, its successors, and assigns, and the Executive, his heirs, executors, administrators, and legal representatives. Executive may not assign this Agreement. The Corporation may assign this Agreement. This Agreement shall not be terminated, voluntarily or involuntarily, by the liquidation or dissolution of the Corporation or by the merger or consolidation of the Corporation with or into another corporation. Any successor to the Corporation will be deemed to be the Corporation under this Agreement.

H.Entire Agreement: Amendment. This Agreement contains the parties’ entire agreement regarding its subject matter. Except as modified by a court of competent jurisdiction pursuant to the blue pencil doctrine or otherwise, this Agreement may only be amended in a writing signed by the parties. This Agreement supersedes any and all prior oral or written employment agreements (including letters and memoranda) between Executive and the Corporation or its predecessors. This Agreement does not supersede the terms of any stock option, restricted stock, or stock

Amended and Restated Executive Employment Agreement

16

appreciation rights plan or award. Nothing in this Agreement, nor any fixing of compensation in the form of base salary, bonus, stock-based awards, deferred compensation, or otherwise, shall prevent the Corporation from granting to Executive additional compensation in the form of cash, salary increase, stock-based awards, deferred compensation, or otherwise.

I.Choice of Law. This Agreement shall be governed by the internal laws of the State of Indiana without giving effect to principles of conflicts of law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction and venue of the United States District Court located in Indianapolis, Indiana over any suit, action, or proceeding arising out of or relating to this Agreement. Each party hereby irrevocably waives to the fullest extent permitted by law, (i) the right to a trial by jury; (ii) any objection that they may now or hereafter have to the venue of any such suit, action, or proceeding brought in any such court; or (iii) any claim that any such suit, action, or proceeding has been brought in an inconvenient forum. Final judgment in any suit, action, or proceeding brought in any such court shall be conclusive and binding upon each party duly served with process therein and may be enforced in the courts of the jurisdiction of which either party or any of their property is subject, by a suit upon such judgment.

J.Waivers. No party’s failure to exercise, or delay in exercising, any right or remedy under this Agreement will be a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of such right or remedy.

K.Headings. The headings of this Agreement are for the convenience of reference only and shall not affect in any manner any of the terms and conditions hereof.

L.Narrowed Enforcement and Severability. If any provision or clause of this Agreement, or any portion thereof, shall be held by any court or other tribunal of competent jurisdiction to be illegal, invalid, or unenforceable in such jurisdiction, the remainder of such provision shall not thereby be affected and shall be given full force and effect, without regard to the invalid portion. It is the intention of the parties that each of the restrictions in Section 5.D be severable, and, if any court construes any provision or clause of this Agreement, or any portion thereof, to be illegal, invalid, or unenforceable because of the duration of such provision or the area or matter covered thereby, such court shall reduce the duration, area, or matter of such provision, and in its reduced form, such provision shall then be enforceable and shall be enforced.

M.Attorney’s Fees. In the event of any proceeding involving a claim or dispute arising under this Agreement, the prevailing party (by motion, on the merits, or otherwise) shall be entitled to recover, in addition to any remedy awarded in such proceeding, all costs and expenses, including actual attorney’s fees, incurred by the prevailing party in such proceeding.

N.Payment of Deferred Compensation - Section 409A. To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full

Amended and Restated Executive Employment Agreement

17

compliance with Section 409A. This Agreement shall be construed in a manner to give effect to such intention. In no event whatsoever shall the Corporation be liable for any tax, interest, or penalties that may be imposed on Executive under Section 409A. The Corporation shall have no obligation to indemnify or otherwise hold Executive harmless from any such taxes, interest, or penalties, or from liability for any damages related thereto.

O.Electronic Transmission/Counterparts. The executed version of this Agreement may be delivered by facsimile or email, and upon receipt, such transmission shall be deemed delivery of an original. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which together will constitute one document

Amended and Restated Executive Employment Agreement

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LIPPERT COMPONENTS, INC.         By:  /s/ John A. Sirpilla    John A. Sirpilla    Interim Chief Executive Officer EXECUTIVE         By:  /s/ Ryan R. Smith    Ryan R. Smith    Group President – North America

.

Amended and Restated Executive Employment Agreement

19

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## EX-31.1

SEC source: [lcii-06302026xex311.htm](https://www.sec.gov/Archives/edgar/data/763744/000076374426000070/lcii-06302026xex311.htm)

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 13a-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, John A. Sirpilla, Interim Chief Executive Officer, certify that:

1.I have reviewed this quarterly report on Form 10-Q of LCI Industries;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2026

By /s/ John A. Sirpilla

John A. Sirpilla, Interim Chief Executive Officer

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## EX-31.2

SEC source: [lcii-06302026xex312.htm](https://www.sec.gov/Archives/edgar/data/763744/000076374426000070/lcii-06302026xex312.htm)

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 13a-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Lillian D. Etzkorn, Chief Financial Officer, certify that:

1.I have reviewed this quarterly report on Form 10-Q of LCI Industries;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2026

By /s/ Lillian D. Etzkorn

Lillian D. Etzkorn, Chief Financial Officer

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## EX-32.1

SEC source: [lcii-06302026xex321.htm](https://www.sec.gov/Archives/edgar/data/763744/000076374426000070/lcii-06302026xex321.htm)

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C.

SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of LCI Industries (the “Company”) for the period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), John A. Sirpilla, Interim Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

By /s/ John A. Sirpilla

Interim Chief Executive Officer

Principal Executive Officer

August 5, 2026

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## EX-32.2

SEC source: [lcii-06302026xex322.htm](https://www.sec.gov/Archives/edgar/data/763744/000076374426000070/lcii-06302026xex322.htm)

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C.

SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of LCI Industries (the “Company”) for the period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Lillian D. Etzkorn, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

By /s/ Lillian D. Etzkorn

Chief Financial Officer

Principal Financial Officer

August 5, 2026