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Item 5. Other Information

2023-11-02 compared with 2023-07-27 · 16 added, 57 removed, 34 unchanged (68% of the section changed)

1 unchanged sentence

Adoption of 10b5-1 Trading Plans by Our Officers and Directors

During our fiscal quarter ended June 30, 2023, certain of our directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) entered into contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information.

We refer to these contracts, instructions, and written plans as “Rule 10b5-1 trading plans”

and each one as a “Rule 10b5-1 trading plan.”

We describe the material terms of these Rule 10b5-1 trading plans below.

Behrman, President and Chief Executive Officer

On May 17, 2023 , Mark T.

Behrman , our President and Chief Executive Officer and a member of our board of directors, entered into a Rule 10b5-1 trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) and provides that Mr.

Behrman, acting through a broker, may sell up to an aggregate of 250,000 shares of our common stock, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock.

The total vested and unvested common shares held by Mr.

Behrman is 1,784,460 .

Sales of shares under the plan may only occur from August 15, 2023 to March 31, 2024.

The plan is scheduled to terminate on March 31, 2024 , subject to earlier termination upon the sale of all shares subject to the plan or the expiration of all sale orders under the plan, upon termination by Mr.

Behrman or the broker, or as otherwise provided in the plan.

Maguire, Executive Vice President and Chief Financial Officer

On May 17, 2023 , Cheryl A.

Maguire , our Executive Vice President and Chief Financial Officer , entered into a Rule 10b5-1 trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) and provides that Ms.

Maguire, acting through a broker, may sell up to an aggregate of 100,000 shares of our common stock, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock.

The total vested and unvested common shares held by Ms.

Maguire is 308,631 .

Sales of shares under the plan may only occur from August 16, 2023 to May 18, 2024.The plan is scheduled to terminate on May 18, 2024 , subject to earlier termination upon the sale of all shares subject to the plan or the expiration of all sale orders under the plan, upon termination by Ms.

Maguire or the broker, or as otherwise provided in the plan.

Foster, Executive Vice President, General Counsel & Secretary

On May 8, 2023 , Michael J.

Foster , our Executive Vice President, General Counsel & Secretary , entered into a Rule 10b5-1 trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) and provides that Mr.

Foster, acting through a broker, may sell up to an aggregate of 100,000 shares of our common stock, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock.

The total vested and unvested common shares held by Mr.

Foster is 451,635 .

Sales of shares under the plan may only occur from August 7, 2023 to July 31, 2024.

The plan is scheduled to terminate on July 31, 2024 , subject to earlier termination upon the sale of all shares subject to the plan or the expiration of all sale orders under the plan, upon termination by Mr.

Foster or the broker, or as otherwise provided in the plan.

Burns, Executive Vice President –

Manufacturing

On May 8, 2023 , John P.

Burns , our Executive Vice President –

Manufacturing , entered into a Rule 10b5-1 trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) and provides that Mr.

Burns, acting through a broker, may sell up to an aggregate of 61,248 shares of our common stock, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock.

The total vested and unvested common shares held by Mr.

Burns currently is 208,605 .

Sales of shares under the plan may only occur from August 9, 2023 to February 22, 2024.

The plan is scheduled to terminate on February 22, 2024 , subject to earlier termination upon the sale of all shares subject to the plan or the expiration of all sale orders under the plan, upon termination by Mr.

Burns or the broker, or as otherwise provided in the plan.

Carver, Senior Vice President and Treasurer

On May 8, 2023 , Kristy D.

Carver , our Senior Vice President and Treasurer , entered into a Rule 10b5-1 trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) and provides that Ms.

Carver, acting through a broker, may sell up to an aggregate of 26,813 shares of our common stock, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock.

The total vested and unvested common shares held by Ms.

Carver is 93,335 .

Sales of shares under the plan may only occur from August 7, 2023 to February 29, 2024.

The plan is scheduled to terminate on February 29, 2024 , subject to earlier termination upon the sale of all shares subject to the plan or the expiration of all sale orders under the plan, upon termination by Ms.

Carver or the broker, or as otherwise provided in the plan.

On May 11, 2023, we filed a Current Report on Form 8-K (the “Form 8-K”) to report on the voting results of our 2023 annual general meeting held on May 11, 2023 (the “Annual General Meeting”), including, among other matters, the results of the advisory non-binding votes of our stockholders regarding whether stockholder votes to approve the compensation of our named executive officers required by Section 14A(a)(1) of the Exchange Act and Rule 14a-21(a) promulgated thereunder (the “Say-on-Pay Vote”) should be held every one, two, or three years (the “Say-on-Frequency Proposal”).

As previously reported on the Form 8-K, in an advisory vote held at the Annual General Meeting on the Say-on-Frequency Proposal, our stockholders expressed their preference for a Say-on-Pay Vote to be conducted every year.

On May 11, 2023, the Company’s Board of Directors considered the outcome of this advisory vote and determined that future Say-on-Pay Votes will be conducted every year.

The Company’s Board of Directors will re-evaluate this determination after the next Say-on-Frequency Proposal, which will be held no later than the 2029 annual general meeting of stockholders.

During our fiscal quarter ended September 30, 2023, one of our directors (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) entered into a contract, instruction or written plan for the purchase or sale of our securities that is intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information.

We refer to this contract, instruction, and written plan as a “Rule 10b5-1 trading plan.”

We describe the material terms of this Rule 10b5-1 trading plan below.

Golsen, Member Board of Directors

On September 14, 2023 , Barry H.

Golsen , a member of our board of directors , entered into a Rule 10b5-1 trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) and provides that Mr.

Golsen, acting through a broker, may sell up to an aggregate of 576,047 shares of our common stock, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock in certain trust's which he is trustee over.

The total vested common shares held by Mr.

Golsen is 677,081 .

Sales of shares under the plan may only occur from December 15, 2023 to December 31, 2024.

The plan is scheduled to terminate on December 31, 2024 , subject to earlier termination upon the sale of all shares subject to the plan or the expiration of all sale orders under the plan, upon termination by Mr.

Golsen or the broker, or as otherwise provided in the plan.

See “Index to Exhibits”

9 unchanged sentences

Exhibit 3.1 to the Company’s Form 8-K filed July 20, 2021

Sixth Amendment to Third Amended and Restated Loan and Security Agreement, dated as of May 26, 2023, by and among Wells Fargo Capital Finance, LLC, as the arranger and administrative agent, the lenders party thereto, LSB Industries, Inc.

and its subsidiaries identified on the signature pages thereto as borrowers and the Company’s subsidiaries identified on the signature pages thereto as guarantors

Amended and Restated Section 382 Rights Agreement, dated as of August 22, 2023, between LSB Industries, Inc.

and Computershare Trust Company, N.A., as rights agent

Exhibit 4.1 to the Company’s Form 8-K filed August 25, 2023

Certification of Mark T.

15 unchanged sentences

(a) Filed herewith or furnished herewith.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has caused the undersigned, duly authorized, to sign this report on its behalf on this 27 th day of July 2023.

LSB INDUSTRIES, INC.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information