UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~October~~ 30January 14, ~~2025~~2026

LSB INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)



Delaware	1-7677	73-1015226
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3503 NW 63rd Street, Suite 500, Oklahoma City, Oklahoma		73116
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (405) 235-4546

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $.10	LXU	New York Stock Exchange
Preferred Stock Purchase Rights	N/A	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 75.0102 ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~October~~January 3014, ~~2025~~2026, ~~LSB~~the ~~Industries,~~compensation ~~Inc.~~committee (of the ~~“Company”)~~board ~~made~~of ~~available~~directors onof ~~its~~LSB ~~website~~Industries, aInc. ~~financial presentation~~ (the “~~Presentation~~Company”) ~~regarding~~approved ~~its~~of, ~~financial~~and ~~results for~~ the ~~third~~Company ~~quarter~~entered ~~September 30~~into, ~~2025.~~severance Aand ~~copy~~change ofin ~~the~~control ~~Presentation~~agreements is(together, ~~attached~~the ~~hereto~~“Agreements”) aswith ~~Exhibit~~the ~~99.1.~~Company’s ~~The~~(i) ~~Presentation~~Executive isVice ~~incorporated~~President byand ~~reference~~Chief ~~into~~Commercial ~~this~~Officer, ~~Item~~Damien 7J.01 Renwick, and ~~the~~(ii) ~~foregoing~~Executive ~~description~~Vice ofPresident, ~~the~~Manufacturing, ~~Presentation~~Scott isD. ~~qualified~~Bemis in(together, ~~its~~the ~~entirety~~“Executives” byand ~~reference~~each, toan ~~Exhibit 99~~“Executive”).1.

The ~~information~~Agreements ~~contained~~provide for certain payments to the Executives if, during the Term (defined below) a Change in Control occurs and during the ~~Presentation~~period isbeginning ~~summary~~180 ~~information~~days ~~that~~before isand ~~intended~~ending toon bethe ~~considered~~12-month anniversary following the closing date that a Change in Control occurs (the ~~context~~“Change ofin Control Period”), the ~~Company~~Executive’s ~~Securities~~employment ~~and~~is ~~Exchange~~terminated ~~Commission~~by ~~filings~~the ~~and~~Company ~~other~~without ~~public~~“Cause” ~~announcements~~or ~~that~~by the ~~Company~~Executive ~~may~~for ~~make~~“Good Reason” (each term as defined in the Agreements) (each, bya ~~press~~“Qualifying ~~release~~Termination”). orFor ~~otherwise~~purposes of the Agreements, ~~from~~the ~~time~~term to“Change ~~time~~of Control” has the same meaning as set forth in the LSB Industries, Inc. ~~The~~2025 ~~Company~~Long-Term ~~undertakes~~Incentive Plan, as amended, provided that no ~~duty~~transaction or ~~obligation~~series toof ~~publicly~~transactions ~~update~~will orbe ~~revise~~deemed ~~the~~to ~~information~~constitute ~~contained~~a Change in Control unless and to the ~~Presentation,~~extent ~~although~~such ittransaction ~~may~~or dotransactions soconstitute ~~from~~a ~~time~~change toin ~~time~~ownership asor ~~its~~control ~~management~~under ~~believes~~Section is409A ~~warranted~~of the Internal Revenue Code.

~~The~~Pursuant ~~information~~to ~~contained~~the inAgreements, ~~Item~~upon ~~7.01~~such ofQualifying ~~this~~Termination, ~~Form~~each ~~8-K~~Executive ~~and~~will ~~the~~be ~~Exhibit~~entitled ~~99.1~~to ~~attached~~receive: ~~hereto~~(A) ~~are~~with ~~being~~respect ~~furnished~~to ~~and~~Mr. ~~shall~~Renwick, ~~not~~an beamount ~~deemed~~equal ~~“filed”~~to ~~for~~two ~~the~~times ~~purposes~~Mr. ofRenwick’s ~~Section~~annual 18base ofsalary at the ~~Securities~~rate ~~Exchange~~in ~~Act~~effect ofimmediately ~~1934,~~prior asto ~~amended (~~the ~~“Exchange~~date ~~Act”),~~of orthe ~~otherwise~~Qualifying ~~subject~~Termination toand ~~the~~(B) ~~liabilities~~with ofrespect ~~such~~to ~~section~~Mr. Bemis, ~~nor~~an ~~shall~~amount itequal beto ~~deemed~~one ~~incorporated~~times byMr. ~~reference~~Bemis’s inannual ~~any~~base ~~filing~~salary ~~under~~at the ~~Securities~~rate ~~Act~~in ofeffect ~~1933,~~immediately asprior ~~amended,~~to orthe date of the ~~Exchange~~Qualifying ~~Act~~Termination, ~~except~~in aseach ~~shall~~case beprovided ~~expressly~~that ~~set~~such ~~forth~~Executive bytimely ~~specific~~executes ~~reference~~and todelivers ~~this~~of ~~Item~~a ~~7.01~~release of claims in ~~such~~favor ~~filing.~~of the Company.

The term of the Agreements commences on January 14, 2026 and ends on January 15, 2027 (the “Initial Term”), and will automatically renew for successive 12-month periods (the Initial Term and all renewal periods, collectively, the “Term”) unless the Company provides the Executive with written notice of non-renewal at least 90 days prior to the expiration of the then-current Term.

Notwithstanding the foregoing, if a Change in Control occurs during the Term, the Term will continue until the later of: (i) the first anniversary of the closing date of the Change in Control; (ii) the satisfaction of all obligations of the parties under the Agreements; or (iii) the date of termination of the Executive’s employment by the Company for Cause, by the Executive without Good Reason, or due to the Executive’s death or Total and Permanent Disability (as defined in the Agreements).

The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference herein.


Item 9.01	Exhibits.

(d) Exhibits.

ExhibitNumber		Description
ExhibitNo.		Description
99.1		Financial Presentation (furnished pursuant to Item 7.01).
10.1		Severance and Change in Control Agreement, dated January 14, 2026, by and between LSB Industries, Inc. and Damien J. Renwick.
10.2		Severance and Change in Control Agreement, dated January 14, 2026, by and between LSB Industries, Inc. and Scott D. Bemis.
104		Cover Page Interactive Data File (embedded within the XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~October~~January 3020, ~~2025~~2026

LSB INDUSTRIES, INC. By: /s/ Cheryl A. Maguire Name: Cheryl A. Maguire Title: Executive Vice President and Chief Financial Officer ~~(Principal Financial and Accounting Officer)~~

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