Item 5. Other Information
Item 5. Other Information
Adoption of 10b5-1 Trading Plans by Our Officers and Directors
On June 11, 2025 , Michael J. Foster , our Executive Vice President, General Counsel and 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 30,000 shares of our common stock, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock. Sales of shares under the plan may only occur from September 10, 2025 to September 10, 2026 . The plan is scheduled to terminate on September 10, 2026 , 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.
Other than as described above, during the three months ended June 30, 2025, none of the Company’s directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
35
Item 6. E xhibits
See “Index to Exhibits” on page 36 .
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).1
Second Amended and Restated Bylaws of LSB Industries, Inc., as amended by the December 17, 2024 amendment
Exhibit 3(ii).1 to the Company’s Form 10-K filed February 27, 2025
10.1+
LSB Industries, Inc. 2025 Long Term Incentive Plan
Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on June 25, 2025
10.2(a)+
Form of Restricted Stock Unit Agreement (Directors) under the LSB Industries, Inc. 2025 Long Term Incentive Plan
10.3(a)+
Form of Restricted Stock Unit Agreement (Executives Officers) under the LSB Industries, Inc. 2025 Long Term Incentive Plan
10.4(a)+
Form of Restricted Stock Unit Agreement (Employees) under the LSB Industries, Inc. 2025 Long Term Incentive Plan
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)(b)
Certification of Mark T. Behrman, Chief Executive Officer, furnished pursuant to Sarbanes-Oxley Act of 2002, Section 906
32.2(a)(b)
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.
(b) The certifications attached as Exhibits 32.1 and 32.2 are not deemed “filed” with the SEC and are not to be incorporated by reference into any filing of LSB Industries, Inc. under the Securities Act of 1933, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
+ Management contract or compensatory plan or arrangement.
36
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 July 2025.
LSB INDUSTRIES, INC.
/s/ Cheryl A. Maguire
Cheryl A. Maguire
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
37
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.