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Item 5. Other Information

2024-08-01 compared with 2024-04-30 · 23 added, 22 removed, 33 unchanged (58% of the section changed)

1 unchanged sentence

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.

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.

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

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.

During our fiscal quarter ended June 30, 2024, the directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) identified below 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.”

Behrman, President and Chief Executive Officer

On May 3, 2024 , 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 providing that Mr.

Behrman, acting through a broker, may sell up to an aggregate of 250,000 shares of our common stock.

As of June 30, 2024, Mr.

Behrman held securities representing an aggregate of 1,963,925 vested and unvested shares of common stock.

Sales of shares under the plan may only occur from August 6, 2024 to August 1, 2025 and the plan is scheduled to terminate on August 1, 2025 , su bject 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 22, 2024 , Cheryl A.

Maguire , our Executive Vice President and Chief Financial Officer , entered into a Rule 10b5-1 trading plan providing that Ms.

Maguire, acting through a broker, may sell up to an aggregate of 85,000 shares of our common stock .

As of June 30, 2024, Ms.

Maguire held securities representing an aggregate of 337,017 vested and unvested shares of common stock.

Sales of shares under the plan may occur from August 21, 2024 to May 22, 2025 and t he plan is scheduled to terminate on May 22, 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.

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

See “Index to Exhibits” on page 37 .

9 unchanged sentences

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

First Amendment to Amended and Restated Section 382 Rights Agreement between LSB Industries, Inc.

and Computershare Trust Company, N.A., as rights agent, dated as of May 2, 2024

Exhibit 4.1 to the Company’s Form 8-K filed May 3, 2024

Certification of Mark T.

14 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 30 th day of April 2024.

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