Item 5. Other Information
Item 5. Other Information
Adoption of 10b5-1 Trading Plans by Our Officers and Directors
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.”
Mark T. 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.
Cheryl A. 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 ,
36
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.
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
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
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 1 st day of August 2024.
LSB INDUSTRIES, INC.
/s/ Cheryl A. Maguire
Cheryl A. Maguire
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
38
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.