Item 5. Other Information
Item 5. Other Information
Adoption of 10b5-1 Trading Plans by Our Officers and Directors
Kristy D. Carver, Senior Vice President and Treasurer
On March 9, 2026 , 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 29,554 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 June 8, 2026 to February 26, 2027 . The plan is scheduled to terminate on February 26, 2027 , 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.
Michael J. Foster, Executive Vice President, General Counsel and Secretary
On March 11, 2026 , 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 29,800 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 June 10, 2026 to July 30, 2027. The plan is scheduled to terminate on July 30, 2027 , 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.
Lynn F. White, Member of the Board of Directors
On March 11, 2026 , Lynn F. White , a member of our board of directors , entered into Rule 10b5-1 trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) and provides that Mr. White, acting through a broker, may sell up to an aggregate of 40,000 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 June 10, 2026 to June 10, 2027. The plan is scheduled to terminate on June 10, 2027 , 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. White or the broker, or as otherwise provided in the plan.
Cheryl A. Maguire, Executive Vice President and Chief Financial Officer,
On March 12, 2026 , Cheryl A. Maguire , our Executive Vice President and Chief Financial Officer , 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. Maguire, acting through a broker, may sell up to an aggregate of 20,000 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 June 11, 2026 to June 11, 2027 . The plan is scheduled to terminate on June 11, 2027 , 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.
Other than as described above, during the three months ended March 31, 2026, 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.
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Item 6. E xhibits
See “Index to Exhibits” on page 33 .
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(a)
Third Amended and Restated Bylaws of LSB Industries, Inc.
10.1
Severance and Change in Control Agreement, dated January 14, 2026, by and between LSB Industries, Inc. and Damien J. Renwick
Exhibit 10.1 to the Company’s Form 8-K filed on January 21, 2026
10.2
Severance and Change in Control Agreement, dated January 14, 2026, by and between LSB Industries, Inc. and Scott D. Bemis
Exhibit 10.2 to the Company’s Form 8-K filed on January 21, 2026
10.3
Side Letter Agreement, dated February 10, 2026, by and between LSB Industries, Inc. and Mark T. Behrman
10.4
Form of Restricted Stock Unit Agreement (Executive Officers – 2026) 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.
33
SIGNA TURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
LSB INDUSTRIES, INC.
Date: April 30, 2026
/s/ Cheryl A. Maguire
Cheryl A. Maguire
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
34
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.