LSB INDUSTRIES, INC. 8-K

What Happened LSB Industries (LXU) announced on April 24, 2026 that its Compensation Committee approved a one‑time retention award of 706,880 restricted stock units (RSUs) to Mark T. Behrman, the Company’s Chairman, President and Chief Executive Officer, under the 2025 Long‑Term Incentive Plan. The RSUs cliff‑vest and become payable on March 31, 2029, subject to Mr. Behrman’s continued service; each RSU entitles the holder to one share of common stock (or a cash amount equal to fair market value) on settlement. The company filed the related Award Agreement as Exhibit 10.1 in an 8‑K dated April 27, 2026.

Key Details

• Award size: 706,880 RSUs granted to CEO Mark T. Behrman (approved April 24, 2026).
• Vesting: cliff vest on March 31, 2029 (requires continued service).
• Settlement: each RSU = one share of common stock or cash equal to fair market value; RSUs accrue dividend equivalents payable on settlement.
• Acceleration/forfeiture rules: full vesting on a “Qualifying Separation from Service” (termination by company without cause or resignation for good reason), except that RSUs are forfeited if such a Qualifying Separation occurs in connection with a change in control that triggers a lump‑sum payment under Section 10(e) of his employment agreement. Death or total and permanent disability after a change in control triggers immediate vesting; if termination occurs prior to a change in control, a pro‑rata portion vests based on days elapsed.

Why It Matters This grant is a retention and alignment tool intended to keep the CEO at the company through March 2029 and tie compensation to future stock performance. For investors, material points are potential future dilution if shares are issued on settlement and the cost to the company if accelerated vesting occurs under certain separation or change‑of‑control scenarios. The award signals the board’s intent to retain executive leadership long term, while the specific acceleration and forfeiture terms define when the company would incur or avoid additional compensation payouts.