LSB INDUSTRIES, INC. 10-Q

Item 5. Other Information Adoption of 10b5-1 Trading Plans by Our Officers and Directors 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. Barry H. 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. 36 Item 6. E xhibits See “Index to Exhibits” on page 37 . Index to Exhibits Item 6. Exhibit Number Exhibit Title Incorporated by Reference to the Following 3(i).1 Restated Certificate of Incorporation of LSB Industries, Inc., dated January 21, 1977, as amended August 27, 1987 Exhibit 3(i).1 to the Company’s Form 10-K filed on February 28, 2013 3(i).2 Certificate of Amendment to the Restated Certificate of Incorporation of LSB Industries, dated September 23, 2021 Exhibit 3(i).2 to the Company’s Registration Statement on Form S-3 filed on November 16, 2021 3(ii) Second Amended and Restated Bylaws of LSB Industries, Inc., dated July 19, 2021 Exhibit 3.1 to the Company’s Form 8-K filed July 20, 2021 4.1 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 31.1(a) Certification of Mark T. Behrman, Chief Executive Officer, pursuant to Sarbanes-Oxley Act of 2002, Section 302 31.2(a) Certification of Cheryl A. Maguire, Chief Financial Officer, pursuant to Sarbanes-Oxley Act of 2002, Section 302 32.1(a) Certification of Mark T. Behrman, Chief Executive Officer, furnished pursuant to Sarbanes-Oxley Act of 2002, Section 906 32.2(a) Certification of Cheryl A. Maguire, Chief Financial Officer, furnished pursuant to Sarbanes-Oxley Act of 2002, Section 906 101.INS(a) Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH(a) Inline XBRL Taxonomy Extension Schema Document 101.CAL(a) Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF(a) Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB(a) Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE(a) Inline XBRL Taxonomy Extension Presentation Linkbase Document 104(a) Cover Page Interactive Data File (embedded within the Inline XBRL document) (a) Filed herewith or furnished herewith. 37 SIGNA TURES 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 2 nd day of November 2023. LSB INDUSTRIES, INC. /s/ Cheryl A. Maguire Cheryl A. Maguire Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 38