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): ~~January~~February 144, 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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnRestricted ~~January~~Stock ~~14,~~Unit 2026, the compensation committee of the board of directors of LSB Industries, Inc. (the “Company”) approved of, and the Company entered into, severance and change in control agreements (together, the “Agreements”) with the Company’s (i) Executive Vice President and Chief Commercial Officer, Damien J. Renwick, and (ii) Executive Vice President, Manufacturing, Scott D. Bemis (together, the “Executives” and each, an “Executive”).Awards

~~The~~On ~~Agreements~~February ~~provide~~4, ~~for~~2026, ~~certain payments to~~ the ~~Executives~~compensation ~~if,~~committee ~~during~~ (the ~~Term~~“Compensation ~~(defined below~~Committee”) aof ~~Change~~the inboard ~~Control~~of ~~occurs~~directors ~~and during~~ (the ~~period~~“Board”) ~~beginning~~of ~~180~~LSB ~~days~~Industries, ~~before~~Inc. ~~and ending on~~ (the ~~12-month~~“Company”) ~~anniversary~~approved ~~following~~and ~~the~~adopted ~~closing~~a ~~date~~new ~~that~~form aof ~~Change~~restricted instock ~~Control~~unit ~~occurs~~award agreement (the “~~Change~~Award ~~in Control Period~~Agreement”), under the ~~Executive~~Company’s ~~employment~~2025 isLong-Term ~~terminated~~Incentive byPlan (the ~~Company without~~ “~~Cause~~Plan”) orand byapproved the ~~Executive~~2026 ~~for~~annual ~~“Good~~grant ~~Reason”~~of ~~(each~~ long-term asincentive ~~defined~~awards inpursuant to the ~~Agreements)~~Plan ~~(each,~~to athe ~~“Qualifying~~executive ~~Termination”).~~officers ~~For~~listed ~~purposes~~below of (the ~~Agreements, the term~~ “~~Change~~LTIP ~~of Control~~Grants”). ~~has~~As ~~the~~in ~~same~~past ~~meaning~~years, ~~as set forth in~~ the ~~LSB~~2026 ~~Industries,~~LTIP ~~Inc.~~Grants ~~2025~~include ~~Long~~time-~~Term~~based ~~Incentive~~and ~~Plan,~~performance-based asgrants. ~~amended,~~The ~~provided~~performance ~~that~~metrics ~~no transaction or series of transactions will be deemed to constitute a Change~~ in ~~Control~~the ~~unless~~Award ~~and~~Agreement tofor the ~~extent~~2026 ~~such~~LTIP ~~transaction~~Grants orhave ~~transactions~~changed ~~constitute~~as adescribed ~~change~~ in ~~ownership~~detail ~~or control under Section 409A of the Internal Revenue Code~~below.

Pursuant to the Agreements, upon such Qualifying Termination, each Executive will be entitled to receive: (A) with respect to Mr. Renwick, an amount equal to two times Mr. Renwick’s annual base salary at the rate in effect immediately prior to the date of the Qualifying Termination and (B) with respect to Mr. Bemis, an amount equal to one times Mr. Bemis’s annual base salary at the rate in effect immediately prior to the date of the Qualifying Termination, in each case provided that such Executive timely executes and delivers of a release of claims in favor of the Company.


		TRSUs		PRSUs
Name	Title	Number of Shares (#)		Number of Shares (#)
Mark T. Behrman	President and Chief Executive Officer		153,604		153,604
Cheryl A. Maguire	Executive Vice President and Chief Financial Officer		29,462		29,462
Michael J. Foster	Executive Vice President, General Counsel and Secretary		26,545		26,545
Kristy D. Carver	Senior Vice President and Treasurer		8,124		8,124
Damien J. Renwick	Executive Vice President and Chief Commercial Officer		25,115		25,115
Scott D. Bemis	Executive Vice President - Manufacturing		10,584		10,584

The ~~term~~Award ofAgreement provides for the ~~Agreements~~grant ~~commences~~of on(i) ~~January~~time-based 14restricted stock units, ~~2026~~which ~~and~~vest ~~ends~~in onannual ~~January~~installments ~~15,~~ratably ~~2027~~over (a three year period subject to the ~~“Initial~~executive’s ~~Term~~continued service with the Company (“TRSUs”), and ~~will~~(ii) ~~automatically~~performance-based ~~renew~~restricted ~~for~~stock ~~successive~~units ~~12-month~~(“PRSUs”), ~~periods~~which ~~(the~~are ~~Initial~~earned ~~Term~~based ~~and~~on ~~all~~the ~~renewal~~achievement ~~periods,~~of ~~collectively,~~specified performance metrics over the ~~“Term”~~applicable Performance Period (defined below). ~~unless~~The Award Agreement remains materially consistent with the Company’s ~~provides~~previously ~~the~~disclosed ~~Executive~~Form of Restricted Stock Unit Award Agreement on file, with ~~written~~the ~~notice~~exception of ~~non-renewal~~updating atthe ~~least~~performance 90mechanics, ~~days~~including ~~prior~~the performance metrics and measurement criteria used to determine the ~~expiration~~number of PRSUs that may be earned upon certification of performance by the ~~then-current~~Compensation ~~Term~~Committee, and adding accelerated vesting upon the executive’s Qualifying Retirement (as defined in the Award Agreement).

~~Notwithstanding~~For the ~~foregoing~~PRSUs, ifthe aCompensation ~~Change~~Committee inapproved ~~Control~~a ~~occurs~~three-year ~~during~~performance ~~the~~cycle ~~Term,~~beginning ~~the~~on ~~Term~~January ~~will~~1 ~~continue until the later~~ of: ~~(i)~~ the ~~first~~grant ~~anniversary~~year ofand ~~the~~ending ~~closing~~on ~~date~~December 31 of the ~~Change~~third inyear ~~Control;~~following ~~(ii)~~ the ~~satisfaction~~date of ~~all~~grant ~~obligations of~~ (the ~~parties~~“Performance ~~under the Agreements; or (iii~~Period”). ~~the~~Any ~~date~~earned ofPRSUs ~~termination~~will ofvest, ~~the~~if ~~Executive’s~~at ~~employment~~all, byon the ~~Company~~three-year ~~for~~anniversary ~~Cause,~~of by the ~~Executive~~date ~~without~~of ~~Good Reason~~grant, orsubject ~~due~~ to the ~~Executive~~Compensation Committee’s ~~death~~certification orof ~~Total~~performance ~~and Permanent Disability (as defined in the Agreements)~~results.

~~The~~Performance ~~foregoing~~is ~~description~~assessed ofannually on December 31 for each calendar year in the ~~Agreements~~Performance ~~does~~Period ~~not~~(each, ~~purport~~a “Covered Year”), with performance objectives set no later than the 90th day of each such year. With respect to bethe ~~complete~~PRSUs ~~and~~granted in 2026, for the first Covered Year, the performance metric is ~~qualified~~return inon ~~its~~net ~~entirety~~assets, bywith ~~reference~~threshold, target, and maximum performance levels corresponding to ~~the~~a ~~full~~payout ~~text~~ranging from 50% to 200% of the ~~Agreements,~~target ~~copies~~number of ~~which~~PRSUs ~~are~~granted. ~~filed~~The asCompensation ~~Exhibits~~Committee 10retains discretion to modify the performance metrics from year to year.1 A straight‑line interpolation will be applied between levels, and 10the annual payout percentage cannot exceed 200%.2 After performance is determined for each Covered Year, the Compensation Committee will average the annual payout percentages from each Covered Year to ~~this~~determine ~~Current~~the ~~Report~~number onof ~~Form~~PRSUs ~~8-K~~eligible ~~and~~for ~~are~~vesting ~~incorporated~~prior byto ~~reference~~application ~~herein~~of a total shareholder return (“TSR”) modifier.

The number of PRSUs eligible for vesting is then adjusted by a relative TSR modifier measured over the full three‑year Performance Period against a defined peer group, to determine the actual number of PRSUs earned. The TSR modifier has threshold, target, and maximum performance levels that range from 80% to 120%, with linear interpolation between points. If the Company’s absolute TSR is negative for the Performance Period, the TSR modifier is capped at the target level.

The Award Agreement provides for accelerated vesting of PRSUs and TRSUs upon certain events, including a Change in Control (as defined in the Plan), a termination of service by the Company without Cause (including a non-renewal of the respective executive’s employment agreement), a resignation by the executive for Good Reason, the executive’s Qualifying Retirement, and the executive’s death or Total and Permanent Disability (each as defined in the Award Agreement).

The description of the Award Agreement above is qualified in its entirety by reference to the Award Agreement approved by the Compensation Committee, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Side Letter Agreement

On February 10, 2026, the Compensation Committee entered into a side letter agreement with Mark T. Behrman (the “Side Letter”), which amends all of Mr. Behrman’s outstanding equity awards to incorporate qualifying retirement provisions.

Pursuant to the Side Letter, upon a qualifying retirement, all of Mr. Behrman’s outstanding TRSUs will accelerate and vest in full. Additionally, all outstanding PRSUs will accelerate and vest at the greater of (i) target or (ii) actual performance through the retirement date, as determined by the Compensation Committee. For the purposes of the Side Letter, a “qualifying retirement” is defined as a voluntary retirement occurring (x) on or after age 63 with at least five years of service, (y) more than one year after the applicable grant date, and (z) absence of any determination by the Company of grounds for termination for cause. All future equity awards granted to Mr. Behrman shall also include the same qualifying retirement provisions, unless otherwise agreed in writing between the parties to the Side Letter.

Except as expressly modified by the Side Letter, all other terms and conditions of Mr. Behrman’s outstanding equity awards remain in full force and effect.

The description of the Side Letter above is qualified in its entirety by reference to the Side Letter, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.


Item 9.01	Exhibits.

(d) Exhibits

ExhibitNo.		Description
10.1		~~Severance~~Form ~~and~~of ~~Change~~Restricted inStock ~~Control~~Unit Agreement, ~~dated~~(Executive ~~January~~Officers ~~14,~~– 2026,) byunder ~~and~~the ~~between~~ LSB Industries, Inc. ~~and~~2025 ~~Damien~~Long-Term J.Incentive ~~Renwick.~~Plan
10.2		~~Severance~~Side ~~and~~Letter ~~Change in Control~~ Agreement, dated ~~January~~February 1410, 2026, by and between LSB Industries, Inc. and ~~Scott~~Mark DT. ~~Bemis~~Behrman.
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: ~~January~~February 2010, 2026




LSB INDUSTRIES, INC.

By:		/s/ Cheryl A. Maguire
Name:		Cheryl A. Maguire
Title:		Executive Vice President and Chief Financial Officer

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