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 March 31, 2024, certain of our 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 a “Rule 10b5-1 trading plan.” We describe the material terms of this Rule 10b5-1 trading plans below. Michael J. Foster, Executive Vice President, General Counsel & Secretary On March 12, 2024 , 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 72,000 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 478,167 . Sales of shares under the plan may only occur from June 11, 2024 to June 10, 2025 . The plan is scheduled to terminate on June 10, 2025 , 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. Kristy D. Carver, Senior Vice President and Treasurer On March 13, 2024 , 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 34 changes to our common stock. The total vested and unvested common shares held by Ms. Carver is 109,763 . S ales of shares under the plan may only occur from June 12, 2024 to February 28, 2025 . The plan is scheduled to terminate on February 28, 2025 , 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. Item 6. E xhibits See “Index to Exhibits” on page 35 . 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 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. 35 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 30 th day of April 2024. LSB INDUSTRIES, INC. /s/ Cheryl A. Maguire Cheryl A. Maguire Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 36