LSB INDUSTRIES INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31,2024

Or

For the transition period from __________ to __________

Commission File Number:1-7677

LSB INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Registrant's Telephone Number, Including Area Code: (405)235-4546

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐ Yes☒ No

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.☐ Yes☒ No

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☒ Yes ☐ No

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports submit such files).☒ Yes ☐ No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Yes☒ No

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).☐ Yes☒ No

The aggregate market value of the Registrant’s voting common equity held by non-affiliates of the Registrant, computed by reference to the price at which the voting common stock was last sold as of June 28, 2024, was approximately $415 million. As a result, the Registrant is an accelerated filer as of December 31, 2024. For purposes of this computation, shares of the Registrant’s common stock beneficially owned by each executive officer and director of the Registrant and by TLB-LSB, LLC were deemed to be owned by affiliates of the Registrant as of June 28, 2024. Such determination should not be deemed an admission that such executive officers, directors or entity of our common stock are, in fact, affiliates of the Registrant or affiliates as of the date of this Form 10-K.

Asof February 21, 2025, the Registrant had 71,849,398 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s proxy statement for its 2025 annual meeting of stockholders will be filed with the Securities and Exchange Commission within 120 days after the end of its 2024 fiscal year, are incorporated by reference in Part III.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained within this report may be deemed “Forward-Looking Statements.” within the meaning of United States federal securities laws. All statements in this report other than statements of historical fact are Forward-Looking Statements that are subject to known and unknown risks, uncertainties and other factors, many of which are difficult to predict or outside of the Company’s control, which could cause actual results and performance of the Company to differ materially from those expressed in, or implied or projected by, such statements. Any such Forward-Looking Statements are not guarantees of future performance. The words “believe,” “expect,” “anticipate,” “intend,” “plan,” “may,” “could,” and similar expressions identify Forward-Looking Statements. All Forward-Looking Statements speak only as of the date on which they are made. Forward-Looking Statements contained herein, and the associated risks, uncertainties, assumptions and other important factors include, but are not limited to, the following:

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our ability to invest in projects that will generate the best returns for our stockholders;

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our future liquidity outlook;

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the outlook of our chemical products and related markets;

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our ability to successfully leverage our existing business platform and portfolio of assets to produce low carbon products and execute our strategy to become a leader in the energy transition in the chemical industry;

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the amount, timing and effect on the nitrogen market from current nitrogen expansion projects;

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the effect from the lack of non-seasonal volume;

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our belief that competition is based upon service, price, location of production and distribution sites, and product quality and performance;

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the outlook for the industrial end markets;

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the availability of raw materials;

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our ability to broaden the distribution of our products, including our ability to leverage our nitric acid production capacity at our El Dorado Facility;

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our ongoing initiatives to increase the distribution of our products within our industrial end markets;

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the execution and success of our advanced low carbon ammonia initiatives;

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our expectations regarding future ammonia pricing;

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the result of our product and market diversification strategy;

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changes in domestic fertilizer production;

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the increasing output and capacity of our existing production facilities;

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production volumes at our production facilities;

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our ability to moderate risk inherent in agricultural markets;

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the sources to fund our cash needs and how this cash will be used;

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the ability to enter into the additional borrowings;

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the anticipated cost and timing of our capital projects;

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certain costs covered under warranty provisions;

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our ability to pass to our customers cost increases in the form of higher prices;

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our belief as to whether we have sufficient sources for materials and components;

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our beliefs regarding our estimates and contingencies with respect claims and legal actions in the ordinary course of our business and their effect on our business, financial condition, results of operations or cash flows;

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annual natural gas requirements;

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the development of the market and demand for low carbon ammonia;

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compliance by our facilities with the terms of our permits;

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the costs of compliance with environmental laws, health laws, security regulations and transportation regulations;

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our belief as to when Turnarounds will be performed and completed;

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expenses in connection with environmental projects;

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the effect of litigation and other contingencies, including the potential financial penalties associated with the NOV from ADEQ regarding wastewater discharges from our El Dorado Facility;

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the increase in interest expense;

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our ability to comply with debt servicing and covenants;

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our ability to meet debt maturities or redemption obligations when due;

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the impact of our repurchase program on our stock price and cash reserves; and

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our beliefs as to whether we can meet all required covenant tests for the next twelve months.

While we believe, the expectations reflected in such Forward-Looking Statements are reasonable, we can give no assurance such expectations will prove to have been correct. There are a variety of factors which could cause future outcomes to differ materially from those described in this report, including, but not limited to, the following:

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changes in general economic conditions, both domestic and foreign;

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material reductions in revenues;

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material changes in interest rates;

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our ability to collect in a timely manner a material amount of receivables;

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increased competitive pressures;

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adverse effects of increases in prices of raw materials;

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changes in federal, state and local laws and regulations, or in the interpretation of such laws and regulations;

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changes in laws, regulations or other issues related to climate change;

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releases of pollutants into the environment exceeding our permitted limits;

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material increases in equipment, maintenance, operating or labor costs not presently anticipated by us;

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the requirement to use internally generated funds for purposes not presently anticipated;

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the inability to secure additional financing for planned capital expenditures or financing obligations due in the near future;

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our substantial existing indebtedness;

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material changes in the cost of natural gas and certain precious metals;

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limitations due to financial covenants;

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changes in competition;

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the loss of any significant customer;

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increases in cost to maintain internal controls over financial reporting;

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changes in operating strategy or development plans;

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an inability to fund the working capital and expansion of our businesses;

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changes in the production efficiency of our facilities;

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adverse results in our contingencies including pending litigation;

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unplanned downtime at one or more of our chemical facilities;

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changes in production rates at any of our chemical plants;

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an inability to obtain necessary raw materials and purchased components;

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material increases in cost of raw materials;

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material changes in our accounting estimates;

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significant problems within our production equipment;

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fire or natural disasters;

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an inability to obtain or retain our insurance coverage;

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difficulty obtaining necessary permits;

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difficulty obtaining third-party financing;

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risks associated with proxy contests initiated by dissident stockholders;

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changes in fertilizer production;

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reduction in acres planted for crops requiring fertilizer;

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decreases in duties for products we sell resulting in an increase in imported products into the United States;

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adverse effects from regulatory policies, including tariffs;

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geopolitical concerns;

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volatility of natural gas prices;

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price increases resulting from increased inflation;

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weather conditions, including the effects of climate change;

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increases in imported agricultural products;

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global supply chain disruptions;

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other factors described in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this report; and

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other factors described in Item 1A. Risk Factors contained in this report.

Given these uncertainties, all parties are cautioned not to place undue reliance on such Forward-Looking Statements. Except to the extent required by law, we disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the Forward-Looking Statements contained herein to reflect future events or developments.