DEF 14A

SCHEDULE 14A

INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant: ☒ Filed by a Party other than the Registrant: ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Lindsay Corporation

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



☒		No fee required.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of Annual Meeting of Stockholders

The Annual Meeting of Stockholders of Lindsay Corporation (the “Company”) will be held:

Where:

As a Virtual Meeting at www.virtualshareholder
meeting.com/LNN2026

When:

Tuesday, January 6, 2026, at 8:30 a.m., Central
Standard Time

ITEMS OF BUSINESS

1. Elect three (3) directors for terms ending at the Fiscal 2029 Annual Meeting of Stockholders.

2. Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2026.

3. Take a non-binding vote on a resolution to approve the compensation of the Company’s most highly paid executive officers.

4. Transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.

LOGO

By Internet

LOGO

By Telephone

LOGO

By Proxy Card

A Proxy Statement setting forth important information with respect to each of the matters being submitted to the stockholders is enclosed with this Notice of Annual Meeting.

To access and participate in the Annual Meeting, you will need the 16-digit control number provided on your proxy card or through your broker or other nominee if you hold shares in “street name.” You will be able to attend, vote and submit questions virtually during the Annual Meeting by visiting www.virtualshareholdermeeting.com/LNN2026. There will be no physical Annual Meeting location for stockholders to attend. You may begin to log in to the meeting platform at 8:20 a.m., Central Standard Time, on January 6, 2026, and the Annual Meeting will begin promptly at 8:30 a.m., Central Standard Time.

Only stockholders holding shares of the Company’s common stock of record at the close of business on November 10, 2025 are entitled to notice of, and to vote at, the Annual Meeting. The Board of Directors is soliciting proxies to vote on behalf of all stockholders, whether or not they expect to be present at the Annual Meeting. Each stockholder is encouraged to vote by proxy on the internet or by telephone as instructed on the enclosed proxy card or by completing the enclosed proxy card and mailing it in the return envelope enclosed for that purpose. Even if you vote by proxy on the internet, by telephone or by mail, you may revoke your proxy at any time prior to the Annual Meeting, and stockholders who are present at the Annual Meeting may withdraw their proxies and vote virtually.

By Order of the Board of Directors

/S/ ERIC R. ARNESON

Eric R. Arneson, Secretary

Omaha, Nebraska

November 21, 2025

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER SOLICITATION FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to

be Held on January 6, 2026. The Proxy Statement for this Annual Meeting and Annual Report are available

online by using your credentials at http://www.proxyvote.com.

Table of Contents


	PAGE
Proxy Statement Summary		i

Voting Securities and Beneficial Ownership Thereof by Principal Stockholders, Directors and Officers		1

PROPOSAL 1 ELECTION OF DIRECTORS		3
Board of Directors and Committees		4
Corporate Governance		9
Recent Board Composition Changes		9
Board Leadership Structure		9
Board’s Role in Risk Oversight		10
Committees of the Board of Directors		10
Related Party Transactions		12
Compensation Discussion and Analysis		12
Compensation Committee Report		28
Pay Ratio Information		28
Executive Compensation		29
Pay Versus Performance		34
Compensation of Directors		38
Compensation Committee Interlocks and Insider Participation		39
Report of the Audit Committee		39

PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		41

PROPOSAL 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION		42

Submission of Stockholder Proposals		43

Other Matters		45

PROXY STATEMENT SUMMARY

Proxy Statement Summary

This Proxy Statement Summary is furnished to assist in your review of the matters to be acted upon at the Annual Meeting of Stockholders. The following information is only a summary, and you should read the entire Proxy Statement before voting. For more complete information on these topics, please review the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2025 and this Proxy Statement.

Voting Items


	Board Recommendation	Page

Proposal 1 – Election of three (3) directors	FOR all nominees	3

Proposal 2 – Ratification of appointment of independent registered public accounting firm for fiscal 2026	FOR	41

Proposal 3 – Advisory vote on executive compensation	FOR	42

Virtual Annual Meeting

Again this year, the Company will be conducting a virtual Annual Meeting of Stockholders via a live webcast. The Company has been pleased with its use of this technology for recent Annual Meetings and continues to believe that hosting a virtual Annual Meeting enables increased stockholder attendance and participation while reducing the costs of holding the Annual Meeting. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting by visiting http://www.virtualshareholdermeeting.com/LNN2026 and logging in with the 16-digit control number provided on your proxy card or through your broker or other nominee if you hold shares in “street name.” If you have difficulties during the check-in time or during the Annual Meeting, technicians will be ready to assist you with any difficulties you may encounter. If you encounter any difficulties accessing the Annual Meeting, please call the technical support number that will be posted on the Annual Meeting platform’s log-in page. The Company will endeavor to address as many stockholder-submitted questions as time permits that comply with the Annual Meeting’s rules of conduct. The Company reserves the right to edit any inappropriate language and to exclude questions regarding topics that are not pertinent to proposals or the Company’s business. If substantially repetitious questions are submitted, such questions may be grouped together and a single response may be provided to avoid repetition in the interest of time and fairness to all stockholders.

Fiscal 2025 Highlights

Fiscal 2025 marked a year of significant achievements for the Company, as the Company’s disciplined execution and commitment to operational excellence drove meaningful value creation for stockholders. Despite challenging agricultural market conditions in North America irrigation, the Company’s focus on innovation, operational efficiency, and delivering large-scale solutions enabled the Company to deliver record net earnings and earnings per share and advance its long-term growth strategy. The resiliency of the Company’s operating model and the execution-focused mindset of the Company’s employees helped lead to growth in operating income and year-over-year improvement in operating margin. The Company is well-positioned for continued leadership in irrigation, infrastructure, and industrial technology solutions that conserve natural resources, expand our world’s potential, and enhance the quality of life for people around the world.

Key highlights from fiscal 2025 include:

•

Significant Commercial Achievements.

•

International irrigation revenues increased by nearly 40% as the Company continued to execute on its landmark multi-year irrigation supply agreement in the Middle East and North Africa (“MENA”) region. International irrigation revenues increased by over $80 million, or 39%, compared to fiscal 2024 as the Company continued to successfully deliver on its multi-year

PROXY STATEMENT SUMMARY

commitment to provide over $100 million in Zimmatic^TM irrigation systems and FieldNET^TM remote management and scheduling technology to a MENA-based customer as part of the largest project in the Company’s history. The Company’s achievement of key milestones further demonstrates the Company’s ability to not only compete and win in critical growth geographies, but also to successfully execute large-scale, complex irrigation projects that address pressing water and food security needs. The Company remains focused on driving measurable impact for customers and communities and leveraging its pedigree to drive continued expansion in attractive international growth markets.

•

Solid sales revenues and strong lease revenues for the Company’s Road Zipper System^TM led to significant margin expansion in the Company’s infrastructure business. Infrastructure revenues increased by over $15 million, or 16%, compared to fiscal 2024. Solid Road Zipper System sales revenues, led by the delivery of a large project valued at more than $20 million in the second quarter of fiscal 2025, along with continued strong lease revenues, resulted in a more favorable margin mix of revenues for our infrastructure business, with infrastructure operating income more than doubling on a year-over-year basis.

•

Commitments to Growth and Innovation.

•

The Company completed its acquisition of a minority interest in its strategic partner Pessl Instruments. By completing its acquisition of a 49.9% minority interest in Pessl Instruments, a leading global provider of advanced agricultural technology solutions, the Company strengthened its previously existing strategic partnership with Pessl and showed its commitment to accelerating integrated innovations in water management, increasing global reach and providing new, valued solutions to conserve natural resources and expand growers’ potential globally. The Company and Pessl continue to collaborate on the development of new AI-based products to add to the Company’s suite of SmartPivot^TM Solutions. The Company retains an option to acquire the remainder of Pessl Instruments at a later date.

•

The Company announced the addition of TowerWatch^TM to its suite of innovative SmartPivot Solutions. Available on Zimmatic pivots and aftermarket for most existing pivots in North America, TowerWatch is a premier tower alignment monitor designed to save growers valuable time and resources by pinpointing tower faults faster and without having to walk the field. Growers using TowerWatch can significantly reduce their troubleshooting time through alerts from FieldNET Premier, helping ensure healthier crops, minimizing downtime, and ultimately protecting grower yields and profitability.

•

The Company continued to execute on its investment of over $50 million to modernize and expand its largest global manufacturing facility in Lindsay, Nebraska. Construction efforts are underway as this investment, the largest in the Company’s history, is in the process of transforming the Company’s operations through automation and advanced systems, improving operating efficiency, enhancing product quality, increasing adaptability and responsiveness to cyclical market needs, addressing labor availability challenges, and ultimately achieving best-in-class performance and service.

•

Delivering for Our Stockholders.

•

The Company achieved record net earnings and earnings per share. Despite challenging market conditions in North America irrigation, the Company reached all-time highs for full-year net earnings and diluted earnings per share. Net earnings for fiscal 2025 were $74.1 million (or $6.78 per diluted share), an increase of $7.8 million (or $0.77 per diluted share) compared to $66.3 million (or $6.01 per diluted share) in fiscal 2024. Among other things, this performance is indicative of the resiliency of the Company’s operating model and illustrates the value of the geographic diversification of the Company’s business.

•

The Company utilized its strong balance sheet to deliver immediate returns to its stockholders while funding growth initiatives and other long-term stockholder value creation opportunities. The Company’s operating performance, along with effective working capital management, resulted in free cash flow generation that exceeded net earnings for the third consecutive year. The Company increased its quarterly stock dividend by three percent, committing to a new annual indicated rate of $1.48 per share of common stock. The Company executed $11.5 million in opportunistic share

PROXY STATEMENT SUMMARY

repurchases during fiscal 2025 and, after exhausting its previous repurchase authorization in early fiscal 2026, initiated a new share repurchase program authorizing the repurchase of up to an additional $150.0 million of common stock. The Company’s strong balance sheet enables the Company to deliver such immediate returns to stockholders while continuing to allocate capital to high-value organic and inorganic investments aimed at fortifying the Company’s position as a market leader in its core segments.

•

Prioritizing Our Employees.

•

The Company prioritized its focus on people and safety. Members of the Company’s Board of Directors, alongside the Company’s President and Chief Executive Officer, traveled to select overseas locations to engage directly with employees and partners in key regions. These visits reinforced the Company’s belief that strong connections across borders create stronger outcomes. The Company was proud to be named a United Way of the Midlands’ Corporate Partner of the Year, an honor that reflects employees’ generosity and community spirit. The Company’s culture of safety also continued to advance, as demonstrated by another meaningful year-over-year decline in its total recordable incident rate.

iii


		PROXY STATEMENT FOR FISCAL 2026 ANNUAL MEETING OF STOCKHOLDERS

Proxy Statement for

Fiscal 2026 Annual Meeting of

Stockholders

This Proxy Statement is furnished in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders of Lindsay Corporation (the “Company”) to be held virtually via a live webcast on Tuesday, January 6, 2026, at the time, on the website and for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. Only record holders of the Company’s common stock at the close of business on November 10, 2025 are entitled to vote at the Annual Meeting.

The accompanying proxy is solicited on behalf of the Board of Directors of the Company and is revocable at any time before it is exercised by written notice of revocation delivered to the Secretary of the Company or by filing a later dated proxy with him. Furthermore, stockholders who are present at the Annual Meeting may withdraw their proxies and vote virtually. All shares of the Company’s common stock represented by properly executed and unrevoked proxies will be voted by the Board of Directors of the Company in accordance with the directions given therein. Where no instructions are indicated, proxies will be voted in accordance with the recommendation of the Board of Directors with respect to each of the proposals set forth in this Proxy Statement for consideration at the Annual Meeting. Shares of common stock entitled to vote and represented by properly executed, returned and unrevoked proxies will be considered present at the Annual Meeting for purposes of establishing a quorum, including shares with respect to which votes are withheld, abstentions are cast or there are broker non-votes.

The principal executive offices of the Company are located at 18135 Burke Street, Suite 100, Omaha, Nebraska 68022.

This Proxy Statement and the proxy cards are first being mailed to stockholders on or about November 21, 2025.

Voting Securities and Beneficial Ownership Thereof by Principal Stockholders, Directors and Officers

As of November 10, 2025 (the “Record Date”), there were 10,591,980 shares of the Company’s common stock issued and outstanding. Each share of common stock is entitled to one vote upon each matter to be voted on at the Annual Meeting. There is no cumulative voting with respect to the election of directors.

The table below sets forth, as of the Record Date, the beneficial ownership of the Company’s common stock by each director, by each nominee to become a director, by each of the executive officers named in the Summary Compensation Table (the “Named Executive Officers” or “NEOs”), and by all current executive officers and directors of the Company as a group. The shares beneficially owned by executive officers and directors of the Company represent approximately 1.8% of the total shares outstanding on the Record Date and entitled to vote at the Annual Meeting. The Board of Directors believes that all of such shares currently issued and outstanding will be present at the Annual Meeting and will be voted in accordance with the recommendation of the Board of Directors with respect to each proposal being considered at the Annual Meeting. The table below also sets forth the beneficial ownership of the Company’s common stock by each other stockholder believed by the Company to beneficially own more than 5% of the outstanding shares of the Company’s common stock based on a review of reports on Schedule 13D and Schedule 13G filed with the Securities and Exchange Commission (the “SEC”) with respect to the Company’s common stock.


		PROXY STATEMENT FOR FISCAL 2026 ANNUAL MEETING OF STOCKHOLDERS

Beneficial ownership of the Company’s common stock is determined under the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Shares of common stock subject to options currently exercisable or exercisable within 60 days of the Record Date and restricted stock units that will be settled into shares of common stock within 60 days of the Record Date are deemed to be outstanding and beneficially owned by the person, but such shares are not actually outstanding and may not be voted at the Annual Meeting.

Name

Number of Shares
Beneficially Owned⁽¹⁾

Percent
of Class

Executive Officers, Directors, and Director Nominees

Robert E. Brunner, Director and Chairperson of the Board

7,704⁽²⁾

Michael N. Christodolou, Director

14,776

Pablo Di Si, Director

4,304⁽³⁾

Jahidul H. Khandaker, Director

289⁽⁴⁾

Mary A. Lindsey, Director

5,762⁽²⁾

Consuelo E. Madere, Director

6,622⁽²⁾

David B. Rayburn, Director

9,753

Randy A. Wood, Director, President and Chief Executive Officer

77,983⁽⁵⁾

Brian L. Ketcham, Senior Vice President and Chief Financial Officer

32,125⁽⁵⁾

Gustavo E. Oberto, President — Irrigation

14,397⁽⁵⁾

J. Scott Marion, President — Infrastructure

18,141⁽⁵⁾

All current executive officers and directors as a group (11 persons)

191,856⁽⁵⁾

1.8%

Other Stockholders

BlackRock, Inc.⁽⁶⁾

1,895,086

17.9%

The Vanguard Group⁽⁷⁾

1,279,819

12.1%

Neuberger Berman Group LLC⁽⁸⁾

815,299

7.7%

*	Represents less than 1% of the outstanding shares of the Company’s common stock.

⁽¹⁾	Each stockholder not shown as being part of a group owns all outstanding shares directly and has sole voting and investment power over such shares, or shares such power with a spouse.

⁽²⁾

Includes 2,548 restricted stock units that have vested but have been deferred pursuant to an election permitted by the Lindsay Corporation Directors Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”). The director shall have no voting rights with respect to the shares associated with such deferred restricted stock units while they remain deferred.

⁽³⁾	Includes 4,304 restricted stock units that have vested but have been deferred pursuant to an election permitted by the Deferred Compensation Plan. The director shall have no voting rights with respect to the shares associated with such deferred restricted stock units while they remain deferred.

⁽⁴⁾	Includes 289 restricted stock units that have vested but have been deferred pursuant to an election permitted by the Deferred Compensation Plan. The director shall have no voting rights with respect to the shares associated with such deferred restricted stock units while they remain deferred.

⁽⁵⁾	Includes 47,868, 22,379, 9,344, 11,657, and 91,248 shares which may be acquired currently or within 60 days of the Record Date pursuant to the exercise of options by Messrs. Wood, Ketcham, Oberto, and Marion, and the current executive officers and directors as a group, respectively.

⁽⁶⁾

Based on information obtained from a Schedule 13G/A filed with the SEC on January 22, 2024 by BlackRock, Inc. (“BlackRock”). The address of BlackRock is 50 Hudson Yards, New York, New York 10001. BlackRock reported that, as of December 31, 2023, it had sole voting power with respect to 1,880,276 shares, shared voting power with respect to no shares, sole dispositive power with respect to 1,895,086 shares, and shared dispositive power with respect to no shares. The number and percentage of shares held by BlackRock may have changed since the filing of BlackRock’s Schedule 13G/A.

⁽⁷⁾

Based on information obtained from a Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group (“Vanguard”). The address of Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. Vanguard reported that, as of December 29, 2023, it had sole voting power with respect to no shares, shared voting power with respect to 20,421 shares, sole dispositive power with respect to 1,246,994 shares, and shared dispositive power with respect to 32,825 shares. The number and percentage of shares held by Vanguard may have changed since the filing of Vanguard’s Schedule 13G/A.

⁽⁸⁾

Based on information obtained from a Schedule 13G/A filed with the SEC on February 13, 2024 by Neuberger Berman Group LLC (“Neuberger”). The address of Neuberger is 1290 Avenue of the Americas, New York, New York 10104. Neuberger reported that, as of December 31, 2023, it had sole voting power with respect to no shares, shared voting power with respect to 804,661 shares, sole dispositive power with respect to no shares, and shared dispositive power with respect to 815,299 shares. The number and percentage of shares held by Neuberger may have changed since the filing of Neuberger’s Schedule 13G/A.

PROPOSAL 1 ELECTION OF DIRECTORS

Proposal 1 Election of Directors

The Company’s Certificate of Incorporation requires that the Board of Directors be divided into three classes that are elected to the Board on a staggered basis for three-year terms. At the Annual Meeting, the terms of three directors will terminate and stockholders will be voting on nominees to fill these three positions on the Board. Accordingly, the Board of Directors, upon recommendations made by the Corporate Governance and Nominating Committee, has nominated Michael N. Christodolou, Jahidul H. Khandaker, and David B. Rayburn to serve as directors for terms ending at the Fiscal 2029 Annual Meeting.

Messrs. Christodolou, Khandaker, and Rayburn are current directors of the Company serving for terms that will expire as of the date of the Annual Meeting. Each of Messrs. Christodolou, Khandaker, and Rayburn has expressed an intention to serve, if elected. The Board of Directors knows of no reason why any of them might be unavailable to continue to serve, if elected. There are no arrangements or understandings between Messrs. Christodolou, Khandaker, or Rayburn, on the one hand, and any other person, on the other hand, pursuant to which they were nominated to serve on the Board of Directors.

The election of a director requires the affirmative vote of a plurality of the votes cast virtually or by proxy by persons entitled to vote at the Annual Meeting. Consequently, votes withheld and broker non-votes with respect to the election of directors will have no impact on the election of directors. If Mr. Christodolou, Mr. Khandaker, or Mr. Rayburn is unable to serve, the shares represented by all valid proxies will be voted for the election of such substitute nominee as the Corporate Governance and Nominating Committee may recommend to the Board of Directors. Proxies cannot be voted for a greater number of persons than the three director nominees named in this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF MESSRS. CHRISTODOLOU, KHANDAKER, AND RAYBURN AS DIRECTORS OF THE COMPANY WITH

TERMS ENDING AT THE FISCAL 2029 ANNUAL MEETING.

PROPOSAL 1 ELECTION OF DIRECTORS

Board of Directors and Committees

The following sets forth certain information regarding the directors and director nominees of the Company, including the three persons who have been nominated to serve for new terms expiring at the Fiscal 2029 Annual Meeting. Information is also provided concerning each director’s and director nominee’s specific experience, qualifications, attributes or skills that led the Board of Directors to conclude that each of them should serve as a director of the Company. The Board of Directors has determined that each of the non-employee directors, Messrs. Brunner, Christodolou, Di Si, Khandaker, and Rayburn and Mses. Lindsey and Madere, are independent directors of the Company under the listing standards adopted by the New York Stock Exchange (“NYSE”).

Director Qualifications, Skills, and Background

The following matrix highlights the Board of Directors’ broad range of qualifications, skills, and perspectives, producing a balanced and well-informed mix that facilitates the Board’s oversight of management and the Board’s ability to address the Company’s strategic opportunities and risks.

The matrix sets forth the primary factors which the Board of Directors believes are important to the Company’s business and industry and which the Corporate Governance and Nominating Committee considers in connection with identifying and recommending nominees to serve as directors. While marked qualifications, skills, and experiences indicate strong expertise or experience in the applicable category or categories, the matrix does not encompass all of the directors’ abilities.

The matrix also presents additional information regarding each director and director nominee’s background attributes. With an average age of 63 (with ages ranging from 54 to 77) and an average tenure of 9 years of service on the Board of Directors (with tenures ranging from 2 months to 26 years), each director brings a unique viewpoint as evidenced in part in the matrix below. Directors, nominees, and prospective nominees are not discriminated against on the basis of gender, race, religion, national origin, sexual orientation, disability, or any other basis prescribed by law.

Brunner

Christodolou

Di Si

Khandaker

Lindsey

Madere

Rayburn

Wood

Qualifications, Skills, & Experience

Agriculture/Infrastructure/Energy Industry Experience

●

Global Business Experience

●

Public Company Senior Executive Leadership

●

Financial/Capital Markets

●

Innovation/Technology

●

Corporate Governance/Risk/Legal/Regulatory

●

Operations/Manufacturing/Supply Chain

●

Strategy

●

M&A

●

Cybersecurity

●

HR/Talent Management

●

Public Board

●

Background

Age

Board Tenure (Years)

Gender

Non-U.S. or Dual Citizenship

●

Independent Director

●

Race/Ethnicity

White/Caucasian

●

Hispanic/Latin American

●

South Asian

●

PROPOSAL 1 ELECTION OF DIRECTORS

NOMINEES FOR ELECTION – Terms to expire at the Fiscal 2029 Annual Meeting

Michael N. Christodolou

Age: 63

Director Since: 1999

Independent

Key skills and background

• Investment management

• Corporate strategy

• Capital allocation

• Mergers and acquisitions

• Capital markets

• Accounting principles, internal controls and audit committee functions

Board Committee Membership

• Audit Committee (financial expert)

• Corporate Governance and Nominating Committee

Other Current Directorships

• NETSTREIT Corp.

Relevant experience:

•

Mr. Christodolou’s knowledge of the investment and capital markets and his experience as a director of public companies provide him with the relevant experience to serve on the Company’s Board of Directors.

•

These experiences have given Mr. Christodolou an understanding of accounting principles, internal controls and audit committee functions; as a result, the Board has determined that he qualifies as an audit committee financial expert.

Michael N. Christodolou, age 63, is the Manager of Inwood Capital Management, LLC, an investment management firm he founded in 2000. From 1988 to 1999, Mr. Christodolou was employed by Bass Brothers/Taylor & Company, an investment firm associated with the Bass family of Fort Worth, Texas. Since 2020, Mr. Christodolou has served as a member of the Board of Directors of NETSTREIT Corp., a publicly traded REIT that acquires, owns, and manages single-tenant triple net lease e-commerce resistant retail commercial real estate, where he serves as Chair of the Audit Committee. From 2016 until it was acquired in December 2017, Mr. Christodolou served on the Board of Directors of Omega Protein Corporation, a nutritional products company. From 2015 to 2016, Mr. Christodolou served on the Board of Directors of Farmland Partners, Inc., a publicly traded REIT that acquires and owns high-quality North American farmland. Mr. Christodolou also previously served on the Board of Directors of XTRA Corporation from 1998 until 2001 when it was acquired by Berkshire Hathaway Inc. Mr. Christodolou has been a director of the Company since 1999 and served as Chairman of the Board from 2003 to January 2015. He currently serves as a member of each of the Company’s Audit Committee and Corporate Governance and Nominating Committee. Mr. Christodolou has over 35 years of experience in investment management and working with the management teams and boards of public companies on matters including corporate strategy, capital allocation, and mergers and acquisitions.

Jahidul H. Khandaker

Age: 54

Director Since: 2025

Independent

Key skills and background

• Artificial intelligence

• Building capabilities through innovation and technology

• Cybersecurity

• International markets and operations

Board Committee Membership

• Audit Committee

Other Current Directorships

• None

Relevant experience:

•

Mr. Khandaker’s extensive experience leading enterprise-wide technology transformations, digital innovation, and operational efficiencies provide him with the relevant experience to serve on the Company’s Board of Directors.

Jahidul H. Khandaker, age 54, has served as the Chief Information Officer for GE HealthCare, a trusted partner and leading global healthcare solutions provider that innovates in medical technology, pharmaceutical diagnostics, and integrated, cloud-first, AI-enabled solutions, services, and data analytics, since October 2022. From August 2020 to October 2022, Mr. Khandaker served as Senior Vice President and Chief Information Officer for Western Digital, a leading provider of data storage devices and solutions. Prior to that, he was Vice President, IT Applications at Western Digital from November 2015 to August 2020. Earlier in his career, Mr. Khandaker held several senior leadership roles at Hitachi Global Storage Technologies (HGST). Mr. Khandaker has been a director of the Company since 2025 and currently serves as a member of the Company’s Audit Committee.

PROPOSAL 1 ELECTION OF DIRECTORS

David B. Rayburn

Age: 77

Director Since: 2014

Independent

Key skills and background

• Manufacturing

• International markets

• M&A

• Accounting principles, internal controls and audit committee functions

Board Committee Membership

• Audit Committee (financial expert)

• Human Resources and Compensation Committee (Chair)

Other Current Directorships

• None

Relevant experience:

•

Mr. Rayburn’s strong background in manufacturing, international markets and acquisitions, combined with his corporate governance experience serving on public company boards, provide him with the relevant experience to serve on the Company’s Board of Directors.

•

These experiences have given Mr. Rayburn an understanding of accounting principles, internal controls and audit committee functions; as a result, the Board has determined that he qualifies as an audit committee financial expert.

David B. Rayburn, age 77, is the retired President and Chief Executive Officer of Modine Manufacturing Company, a publicly traded thermal management company that designs, manufactures and tests heat transfer products. Mr. Rayburn was the President and Chief Executive Officer and a Director of Modine Manufacturing Company from January 2003 until March 2008 when Mr. Rayburn retired. From 2002 to January 2003 Mr. Rayburn served as the President and Chief Operating Officer of Modine Manufacturing Company. From 1991 to 2002, he served in various executive roles at Modine Manufacturing Company including Executive Vice President, Vice President and General Manager. Mr. Rayburn previously served on the Board of Directors of Twin Disc, Inc. from 2000 to 2022, on the Board of Directors of Creative Foam Corporation from 2009 to 2017, on the Board of Directors of Jason, Inc. from 2001 to 2010, and on the Board of Directors of Unico, Inc., from 2008 to 2010. Mr. Rayburn has been a director of the Company since 2014 and he is also Chairperson of the Company’s Human Resources and Compensation Committee and a member of the Company’s Audit Committee.

DIRECTORS CONTINUING IN OFFICE

Robert E. Brunner

Age: 68

Director Since: 2013

Independent

Key skills and background

• Business management and development

• International operations

• Mergers and acquisitions

• Accounting principles, internal controls and audit committee functions

Board Committee Membership

• Human Resources and Compensation Committee

Other Current Directorships

• Leggett & Platt, Inc.

Current Board Term Ends

• Fiscal 2027 Annual Meeting

Relevant experience:

•

Mr. Brunner’s extensive experience in business management and development, international operations and mergers and acquisitions provide him with the relevant experience to serve on the Company’s Board of Directors.

Robert E. Brunner, age 68 (current term to expire at the Fiscal 2027 Annual Meeting), was an Executive Vice President of Illinois Tools Works, Inc., a diversified manufacturer of advanced industrial technology, from 2006 until his retirement in 2012. Prior to that position, Mr. Brunner was President, Global Automotive Fasteners from 2005 to 2006 and President, North American Automotive Fasteners from 2003 to 2005. Prior to that, Mr. Brunner held a variety of positions within Illinois Tools Works, Inc., including general management, operations management and sales and marketing. Mr. Brunner currently serves as the Lead Director on the Board of Directors of Leggett & Platt, Inc., a publicly held diversified manufacturer of engineered components and products, where he also serves as a member of the Human Resources and Compensation Committee and the Nominating, Governance and Sustainability Committee. From 2012 to 2023, Mr. Brunner served on the Board of Directors of NN, Inc., a diversified industrial company that designs and manufactures high-precision components and assemblies on a global basis, where he served as a member of the Compensation Committee and the Governance Committee. Mr. Brunner has been a director of the Company since 2013 and also serves as the Chairperson of the Board of Directors and as a member of the Company’s Human Resources and Compensation Committee.

PROPOSAL 1 ELECTION OF DIRECTORS

Pablo Di Si

Age: 56

Director Since: 2022

Independent

Key skills and background

• International operations

• Business management and development

• Knowledge of corporate finance, taxation and accounting

Board Committee Membership

• Corporate Governance and Nominating Committee (Chair)

• Human Resources and Compensation Committee

Other Current Directorships

• Copersucar

• JHSF Participações, S.A. and JHSF International

Current Board Term Ends

• Fiscal 2028 Annual Meeting

Relevant experience:

•

Mr. Di Si’s experience in international operations and business management and development, as well as his knowledge of corporate finance, taxation and accounting, provide him with the relevant experience to serve on the Company’s Board of Directors.

Pablo Di Si, age 56 (current term to expire at the Fiscal 2028 Annual Meeting), is the former President and Chief Executive Officer of Volkswagen Group of America and the former Chief Executive Officer of Volkswagen North American Region. Mr. Di Si joined Volkswagen, a multinational automotive manufacturing company, in 2014 as Chief Operating Officer and Chief Financial Officer of Argentina and was subsequently appointed as President and Chief Executive Officer of Argentina in 2016 and as President and Chief Executive Officer of Latin America in 2017. Mr. Di Si then served as President and Chief Executive Officer of Volkswagen Group of America and Chief Executive Officer of Volkswagen North American Region from 2022 to 2024. Prior to joining Volkswagen, Mr. Di Si held various key positions in finance, business development, and project management with CNH Global, Fiat Industrial S.p.A., Kimberly-Clark Corporation, Monsanto, and Abbott Laboratories. Since 2021, Mr. Di Si has served as a member of the Board of Directors of Copersucar, a global trader of sugar and ethanol. Since 2023, Mr. Di Si has served as an independent member of the Boards of Directors of JHSF Participações (Brazil’s Bovespa “JHSF”) and its parent company JHSF International. JHSF is a Brazilian luxury real estate and hotel conglomerate. Since 2023, Mr. Di Si has served as Chairman of Autos Drive America, a trade association that represents international automakers with presences in the United States. Mr. Di Si has completed the Managing Efficient Boards program at Harvard University and the CEO Global Program at Wharton, IESE and CEIBS Business School. Mr. Di Si has been a director of the Company since 2022 and currently serves as Chairperson of the Company’s Corporate Governance and Nominating Committee and as a member of the Company’s Human Resources and Compensation Committee.

Mary A. Lindsey

Age: 70

Director Since: 2018

Independent

Key skills and background

• Investor relations

• International and domestic M&A

• Knowledge of corporate finance, capital and debt markets, taxation and accounting

• Legal experience

• Accounting principles, internal controls and audit committee functions

Board Committee Membership

• Audit Committee (Chair; financial expert)

• Corporate Governance and Nominating Committee

Other Current Directorships

• Methode Electronics, Inc.

• Orion Engineered Carbons S.A.

Current Board Term Ends

• Fiscal 2028 Annual Meeting

Relevant experience:

•

Ms. Lindsey’s experience in investor relations and international M&A, as well as her knowledge of corporate finance, taxation and accounting, provide her with the relevant experience to serve on the Company’s Board of Directors.

•

These experiences have given Ms. Lindsey an understanding of accounting principles, internal controls and audit committee functions; as a result, the Board has determined that she qualifies as an audit committee financial expert.

Mary A. Lindsey, age 70 (current term to expire at the Fiscal 2028 Annual Meeting), is the retired Senior Vice President and Chief Financial Officer of Commercial Metals Company, a global manufacturer and recycler of steel and other metals. Ms. Lindsey joined Commercial Metals Company in September 2009 as Vice President-Tax. She was subsequently appointed Commercial Metals Company’s Vice President-Tax and Investor Relations in June 2015, Vice President and Chief Financial Officer in January 2016, and Senior Vice President and Chief Financial Officer in September 2017. In connection with Ms. Lindsey’s planned retirement from Commercial Metals Company, Ms. Lindsey stepped down as Senior Vice President and Chief Financial Officer in August 2019. Prior to joining Commercial Metals Company, Ms. Lindsey served as Vice President Tax and Tax Counsel for Albany International Corp., a global advanced textiles and materials processing company, from March 2006 to September 2009, and from January 2005 to March 2006, Ms. Lindsey was an attorney at Baker & Hostetler LLP, a national law firm. In addition, Ms. Lindsey served in various roles, including Vice President Tax and Tax Counsel, Legal Counsel responsible for global M&A and intellectual property, and General Manager of Corporate M&A, at The Timken Company, a global manufacturer of bearings, transmissions, gearboxes, and related components, from January 1985 to January 2005. Since 2020, Ms. Lindsey has served as a member of the Boards of Directors and the Audit Committees of Methode Electronics, Inc. and Orion Engineered Carbons S.A. Ms. Lindsey serves as the Chair of the Audit Committee of Methode Electronics, Inc. Ms. Lindsey has been a director of the Company since 2018 and currently serves as Chairperson of the Company’s Audit Committee and as a member of the Company’s Corporate Governance and Nominating Committee.

PROPOSAL 1 ELECTION OF DIRECTORS

Consuelo E. Madere

Age: 65

Director Since: 2018

Independent

Key skills and background

• Global ag industry experience

• Management consulting and executive coaching

• Domestic and global experience spanning manufacturing, strategy, technology, business development, profit and loss responsibility, and general management

• Public company director experience

Board Committee Membership

• Audit Committee

• Human Resources and Compensation Committee

Other Current Directorships

• Nutrien

Current Board Term Ends

• Fiscal 2028 Annual Meeting

Relevant experience:

•

Ms. Madere’s 30-plus years of domestic and global experience at Monsanto, spanning manufacturing, strategy, technology, business development, profit and loss responsibility and general management, along with her service as a director of public companies, provide her with the relevant experience to serve on the Company’s Board of Directors.

Consuelo E. Madere, age 65 (current term to expire at the Fiscal 2028 Annual Meeting), is a corporate director and the former President of Proven Leader Advisory, LLC, a management consulting and executive coaching firm she founded in 2014. She is a former executive officer of Monsanto Company, which during her tenure was a Fortune 500 company and a leading global provider of innovative, sustainable agricultural solutions. She retired from Monsanto in 2013 as Vice President of the company’s Global Vegetables and Asia commercial businesses and was a member of the Chief Executive Officer’s executive leadership team. Ms. Madere currently serves as a member of the Board of Directors of Nutrien, a leading global crop inputs and services provider and a publicly traded Canadian company listed on the New York Stock Exchange. She currently chairs the Nominations and Governance Committee of the Nutrien Board and is a member of Nutrien’s Audit Committee. From 2018 to 2022, Ms. Madere served as a member of the Board of Directors of S&W Seed Company, a Nasdaq-listed agricultural seed biotechnology company, where she chaired the Nominations and Governance Committee and was a member of the Compensation Committee. From 2014 to 2018, Ms. Madere served as a member of the Board of Directors of PotashCorp and was a member of its Audit Committee and its Safety, Health and Environment Committee. She is an emeritus member of the Dean’s Advisory Council at the Louisiana State University Ogden Honors College. Ms. Madere is a NACD Board Leadership Fellow and holds a CERT certificate in Cybersecurity Oversight from the Software Engineering Institute at Carnegie Mellon University. Ms. Madere has been a director of the Company since 2018 and currently serves as a member of each of the Company’s Audit Committee and the Company’s Human Resources and Compensation Committee.

Randy A. Wood

Age: 53

Director Since: 2021

Independent

Key skills and background

• Experience in leading domestic and international irrigation businesses

• Building capabilities through innovation and technology

Board Committee Membership

• None

Other Current Directorships

• None

Current Board Term Ends

• Fiscal 2027 Annual Meeting

Relevant experience:

•

Mr. Wood’s extensive experience in leading domestic and international irrigation businesses enables him to provide the Board of Directors with expert advice on a wide range of issues in the industries in which the Company operates.

•

As an experienced Company executive who now serves as the Company’s President and Chief Executive Officer, Mr. Wood will continue to provide the Board of Directors with valuable insight into the Company’s day-to-day operations and achievements.

Randy A. Wood, age 53 (current term to expire at the Fiscal 2027 Annual Meeting), is President and Chief Executive Officer of the Company and has held such position since January 2021. Mr. Wood has also been a director of the Company since January 2021 and he is the only executive officer of the Company serving on the Board of Directors. Between September 2020 and December 2020, Mr. Wood served as Chief Operating Officer of the Company. Between May 2016 and August 2020, Mr. Wood served as the Company’s President – Irrigation. Between October 2013 and May 2016, Mr. Wood served as President – International Irrigation of the Company. Between February 2012 and October 2013, Mr. Wood served as Vice President – Americas / ANZ Sales and Marketing. Previously he was Vice President – North America Irrigation Sales of the Company and held such position from March 2008, when he joined the Company. Prior to March 2008, Mr. Wood spent 11 years with Case Corporation / CNH Global including roles as the Senior Director of Marketing, Case IH Tractors, and Senior Director of Sales and Marketing, Parts and Service.

Information regarding executive officers of the Company is found in the Company’s Annual Report which has been supplied with this Proxy Statement.


		PROPOSAL 1 ELECTION OF DIRECTORS

Corporate Governance

The Board of Directors operates pursuant to the provisions of the Company’s Certificate of Incorporation and

By-Laws

as well as a set of Corporate Governance Principles which address a number of items, including the qualifications for serving as a director, the responsibilities of directors and board committees and the compensation of directors. The Company has adopted a Code of Ethical Conduct that applies to the Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Corporate Controller, as required by Section 406 of the Sarbanes-Oxley Act of 2002. Additionally, the Company has published a Code of Business Conduct and Ethics applying to all persons associated with the Company, including its directors, officers and employees, which complies with the listing standards adopted by the New York Stock Exchange. Both of these codes and the Company’s Corporate Governance Principles are available on the Company’s website at

http://www.lindsay.com

by clicking on the Ethics link under the Investor Relations tab and are available in print to any stockholder who submits a request in writing to the Secretary of the Company.

The Board of Directors conducts its business through meetings and actions taken by written consent in lieu of meetings. During the fiscal year ended August 31, 2025, the Board of Directors held eight meetings and acted pursuant to unanimous written consent on one occasion. During fiscal 2025, each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors held during the period of such member’s service and (ii) the total number of meetings of the committees of the Board of Directors on which he or she served held during the period of such member’s service.

The Company’s independent directors normally meet in executive session at each regularly scheduled Board meeting. The Chairperson of the Board, currently Mr. Brunner, an independent director, serves as the presiding director at each executive session of the independent directors.

Hedging and Pledging.

The Board of Directors has adopted Corporate Governance Principles prohibiting directors and executive officers from pledging Company securities as collateral for any outstanding obligation. Directors and executive officers are also prohibited from trading in derivative securities of Company securities, engaging in short sales of Company securities, or purchasing any other financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of Company securities.

Insider Trading Policy.

The Company has adopted a Policy Concerning Restrictions on Insider Trading that governs the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, and employees that is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards applicable to the Company. A copy of the Company’s Policy Concerning Restrictions on Insider Trading is filed as Exhibit 19 to the Company’s Annual Report on Form

10-K

for the fiscal year ended August 31, 2024.

Recent Board Composition Changes

Effective September 15, 2025, Jahidul H. Khandaker was appointed as a member of the Board of Directors and as a member of the Company’s Audit Committee.

Board Leadership Structure

The Company’s Corporate Governance Principles provide that the position of Chairperson of the Board of Directors be held by an independent director and, accordingly, the same individual cannot serve as both the Chairperson of the Board and as the Company’s Chief Executive Officer. This policy is designed to facilitate the ability of the Board of Directors to perform the important functions of providing independent oversight of management and to address risks faced by the Company. This policy also allows the Chairperson to convene executive sessions with independent directors without the need for a separate director to discharge the role of a presiding director.

PROPOSAL 1 ELECTION OF DIRECTORS

Board’s Role in Risk Oversight

Management has the primary responsibility for identifying and managing the risks to which the Company is subject, under the oversight of the Board of Directors. Among other things, the Board of Directors considers risks presented by business strategy, competition, regulation, compensation plans, global economic conditions, cybersecurity, general industry trends including the disruptive impact of technological change, capital structure and allocation, and mergers and acquisitions. The Board of Directors as a whole has the primary responsibility for performing this oversight function. The Company’s three standing committees are also responsible for the assessment of risks associated with the general subject matters for which those standing committees have responsibility. The Board’s risk oversight process includes the regular consideration and evaluation of the Company’s cybersecurity risks, information security awareness training efforts, and information security risk insurance coverage, which are reported on a quarterly basis to the Board by the Company’s Chief Information Officer. The Board’s risk oversight process also includes close interaction with the Company’s internal auditors and is facilitated by an annual risk assessment prepared by management. The Company has engaged the accounting firm of Deloitte & Touche LLP to assist the Company’s internal auditors in the design, execution and preparation of reports with respect to the Company’s overall internal audit plan. Deloitte & Touche LLP also assists the Company’s internal auditors in the performance of certain other internal audit services and in the provision of regular updates to the Audit Committee regarding its services and testing results. The goal of the Board’s risk evaluation process is to identify any activities that create risks that may not be appropriate for the Company, quantify the magnitude of these risks and work with management to develop a plan to mitigate these risks.

Committees of the Board of Directors

The Board of Directors has established an Audit Committee, a Human Resources and Compensation Committee, and a Corporate Governance and Nominating Committee.

Audit Committee. The primary purpose of the Audit Committee is to assist the Board of Directors in the oversight of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications and independence, and (iv) the performance of the Company’s internal audit function. The Audit Committee is responsible for selecting, compensating and evaluating the Company’s independent auditor. Specific functions performed by the Audit Committee include reviewing periodically with the independent auditor the performance of the services for which they are engaged, reviewing the scope of the annual audit and its results, reviewing the Company’s annual financial statements and quarterly financial statements with management and the independent auditor, reviewing the scope and results of the Company’s internal audit function, and reviewing the adequacy of the Company’s internal accounting controls with management and the independent auditor. The Audit Committee operates under a written charter adopted by the Board of Directors, which is available on the Company’s website at http://www.lindsay.com by clicking on the Committees link under the Investor Relations tab and is available in print to any stockholder who submits a request in writing to the Secretary of the Company. The charter meets the requirements of the listing standards adopted by the New York Stock Exchange.

The Audit Committee is currently comprised of Directors Lindsey (Chairperson), Christodolou, Khandaker, Madere, and Rayburn, each of whom the Board of Directors has determined to be independent under the listing standards adopted by the New York Stock Exchange. The Board of Directors has also determined that each of Ms. Lindsey and Messrs. Christodolou and Rayburn qualifies as an “audit committee financial expert” under the rules of the SEC. On January 8, 2025, Ms. Madere was appointed as a member of the Audit Committee, at which time Mr. Di Si ceased to serve as a member of the Audit Committee. On January 9, 2025, Ibrahim Gokcen resigned as a member of the Audit Committee when he resigned from the Board of Directors due to a change in his primary employment. On September 15, 2025, Mr. Khandaker was appointed as a member of the Audit Committee. During fiscal 2025, the Audit Committee held four meetings.

Human Resources and Compensation Committee. The Human Resources and Compensation Committee is responsible for providing oversight of the Company’s human resources programs, executive compensation and benefit programs. The Human Resources and Compensation Committee reviews and approves the Company’s compensation policies, benefit plans, employment agreements, salary levels, bonus payments, and awards pursuant to the Company’s management incentive plans for its executive officers and other appointed officers. The Human Resources and Compensation Committee approves all individual grants and awards under the Company’s long-term equity incentive plans; provided, however, that the Human Resources and Compensation Committee has delegated limited authority to the Company’s Chief Executive Officer to make certain time-vested restricted stock unit awards to non-officer employees. The Human Resources and Compensation Committee also reviews compensation for non-employee directors and

PROPOSAL 1 ELECTION OF DIRECTORS

recommends changes in such compensation to the Board of Directors. The Human Resources and Compensation Committee is specifically responsible for determining the compensation of the Company’s Chief Executive Officer and conducts an annual performance evaluation of the Chief Executive Officer. The Company’s Chief Executive Officer makes recommendations to the Human Resources and Compensation Committee regarding the compensation paid to executive officers and other appointed officers. However, the final authority for setting executive officer compensation rests with the Human Resources and Compensation Committee. The Human Resources and Compensation Committee has the discretion to delegate specific responsibilities to the Chairperson of the Human Resources and Compensation Committee, any other Human Resources and Compensation Committee member(s) or subcommittees as the Human Resources and Compensation Committee may establish from time to time.

The Human Resources and Compensation Committee has retained external compensation consulting firms to assist and advise it on particular matters. During fiscal 2025, the Company received independent compensation consulting services from Meridian Compensation Partners, LLC (“Meridian”). Meridian was engaged directly by the Human Resources and Compensation Committee, but its fees were paid by the Company. The nature and scope of Meridian’s engagement with respect to the Human Resources and Compensation Committee’s decisions regarding fiscal 2025 executive and director compensation are described under “Compensation Discussion and Analysis” found later in this Proxy Statement.

The Human Resources and Compensation Committee operates under a written charter adopted by the Board of Directors, which is available on the Company’s website at http://www.lindsay.com by clicking on the Committees link under the Investor Relations tab and is available in print to any stockholder who submits a request in writing to the Secretary of the Company. The charter meets the requirements of the listing standards adopted by the New York Stock Exchange. The Human Resources and Compensation Committee is currently comprised of Directors Rayburn (Chairperson), Brunner, Di Si, and Madere, each of whom has been determined to be independent by the Board of Directors under the listing standards adopted by the New York Stock Exchange. During fiscal 2025, the Human Resources and Compensation Committee held three meetings and acted pursuant to unanimous written consent on one occasion.

Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is responsible for making recommendations to the Board of Directors of persons to serve as directors of the Company and as chairpersons and members of committees of the Board of Directors and for reviewing and recommending changes in the general Corporate Governance Principles of the Company. It also oversees the annual evaluation by the Board of Directors to determine whether the Board and its committees are functioning effectively. The Corporate

SEC Form DEF 14A filed by Lindsay Corporation