LSB INDUSTRIES, INC.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
LXU$11.16+3.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) (1) Financial Statements
The following consolidated financial statements of the Company appear immediately following this Part IV:
| Page | |
| Report of Independent Registered Public Accounting Firm | F-2 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-3 |
| Consolidated Statements of Operations for each of the three years in the period ended December 31, 2025 | F-4 |
| Consolidated Statements of Stockholders' Equity for each of the three years in the period ended December 31, 2025 | F-5 |
| Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2025 | F-6 |
| Notes to Consolidated Financial Statements | F-7 |
(a) (2) Financial Statement Schedule
The Company has included the following schedule in this report:
| II - Valuation and Qualifying Accounts | F-27 |
|---|
We have omitted all other schedules because the conditions requiring their filing do not exist or because the required information appears in our Consolidated Financial Statements, including the notes to those statements.
(a)(3) Exhibits
| 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 | Second Amended and Restated Bylaws of LSB Industries, Inc., as amended by the December 17, 2024 amendment | Exhibit 3(ii).1 to the Company’s Form 10-K filed on February 27, 2025 |
| 4.1 | Specimen Certificate for the Company’s Common Stock | Exhibit 4.3 to the Company’s Registration Statement on Form S-3 ASR filed November 16, 2012 |
| 4.2 | Amended and Restated Section 382 Rights Agreement, dated as of August 22, 2023, between LSB Industries, Inc. and Computershare Trust Company, N.A., as rights agent | Exhibit 4.1 to the Company’s Form 8-K filed August 25, 2023 |
| 4.3 | First Amendment to Amended and Restated Section 382 Rights Agreement, dated as of May 2, 2024, by and between LSB Industries, Inc. and Computershare Trust Company, N.A., as rights agent | Exhibit 4.1 to the Company’s Form 8-K filed May 3, 2024 |
| 4.4 | Indenture, dated as of October 14, 2021, among LSB Industries, Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent. | Exhibit 4.1 to the Company’s Form 8-K filed October 15, 2021 |
| 4.5 | Form of 6.250% Senior Secured Notes due 2028 (included in Exhibit 4.4). | Exhibit 4.2 to the Company’s Form 8-K filed October 15, 2021 |
| 4.6 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | Exhibit 4.17 to the Company’s Form 10-K filed February 24, 2022 |
| 10.1+ | LSB Industries, Inc. 2016 Long Term Incentive Plan | Exhibit 4.8 to the Company’s Form S-8 filed June 28, 2016 |
| 10.2+ | Form of Stock Option Agreement under the LSB Industries, Inc. 2016 Long Term Incentive Plan | Exhibit 4.9 to the Company’s Form S-8 filed June 28, 2016 |
| 10.3+ | Form of Restricted Stock Unit Agreement (Director Award) under the LSB Industries, Inc. 2016 Long Term Incentive Plan) | Exhibit 4.10 to the Company’s Form S-8 filed June 28, 2016 |
| 10.4+ | Form of Restricted Stock Agreement under the LSB Industries, Inc 2016 Long Term Incentive Plan | Exhibit 4.11 to the Company’s Form S-8 filed June 28, 2016 |
| 10.5+ | Form of Time-Based Restricted Stock Agreement under the LSB Industries, Inc. 2016 Long Term Incentive Plan | Exhibit 10.4 to the Company’s Form 8-K filed January 3, 2019 |
| 10.6+ | Form of Performance-Based Restricted Stock Agreement under the LSB Industries, Inc. 2016 Long Term Incentive Plan | Exhibit 10.5 to the Company’s Form 8-K filed January 3, 2019 |
| 10.7+ | Form of Performance-Based Restricted Stock Unit Agreement under the LSB Industries, Inc. 2016 Long Term Incentive Plan | Exhibit 10.7 to the Company’s Form 10-K filed on February 27, 2025 |
| 10.8+ | LSB Industries, Inc. 2025 Long Term Incentive Plan | Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on June 25, 2025 |
| Exhibit Number | Exhibit Title | Incorporated by Reference to the Following |
| 10.9+ | Form of Restricted Stock Unit Agreement (Directors) under the LSB Industries, Inc. 2025 Long Term Incentive Plan | Exhibit 10.2 to the Company’s Form 10-Q filed July 30, 2025 |
| 10.10+ | Form of Restricted Stock Unit Agreement (Executive Officers – 2026) under the LSB Industries, Inc. 2025 Long-Term Incentive Plan | Exhibit 10.1 to the Company’s Form 8-K filed February 10, 2026 |
| 10.11+ | Form of Restricted Stock Unit Agreement (Executive Officers - 2025) under the LSB Industries, Inc. 2025 Long Term Incentive Plan | Exhibit 10.3 to the Company’s Form 10-Q filed July 30, 2025 |
| 10.12+ | Form of Restricted Stock Unit Agreement (Employees) under the LSB Industries, Inc. 2025 Long Term Incentive Plan | Exhibit 10.4 to the Company’s Form 10-Q filed July 30, 2025 |
| 10.13+ | Employment Agreement, dated December 30, 2018, between LSB Industries, Inc. and Mark T. Behrman | Exhibit 10.1 to the Company’s Form 8-K filed January 3, 2019 |
| 10.14+ | Employment Agreement, dated December 30, 2018, between LSB Industries, Inc. and Michael J. Foster | Exhibit 10.3 to the Company’s Form 8-K filed January 3, 2019 |
| 10.15+ | Employment Agreement, dated December 30, 2018, between LSB Industries, Inc. and Cheryl Maguire | Exhibit 10.2 to the Company’s Form 8-K filed January 3, 2019 |
| 10.16+ | Severance and Change in Control Agreement, dated April 6, 2020, between LSB Industries, Inc. and Kristy Carver | Exhibit 10.1 to the Company’s Form 10-Q filed May 7, 2020 |
| 10.17+ | 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 |
| 10.18 | 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 |
| 10.19+ | Form of Indemnification Agreement (Directors) | Exhibit 10.13 to the Company’s Form 10-K filed on February 27, 2025 |
| 10.20+ | Form of Indemnification Agreement (Executive Officers) | Exhibit 10.14 to the Company’s Form 10-K filed on February 27, 2025 |
| 10.21 | Stock Purchase Agreement by and among Consolidated Industries L.L.C. The Climate Control Group, Inc., NIBE Energy Systems Inc. and, solely for purposes of Sections 6.8, 6.19 and 11.15 therein, LSB Industries, Inc., and solely for purposes of Section 11.16 therein, NIBE Industrier AB (publ), dated as of May 11, 2016. | Exhibit 10.1 to the Company’s Form 8-K filed May 13, 2016 |
| 10.22 | Contract on the supply of Basic Engineering Package, Detail Engineering Package, Tagged Major Equipment and related Advisory Services, between Weatherly Inc. and El Dorado Chemical Company, dated November 30, 2012 | Exhibit 99.2 to the Company’s Form 8-K filed December 6, 2012 |
| 10.23 | Engineering, Procurement and Construction Agreement, dated August 12, 2013, between El Dorado Ammonia L.L.C. and SAIC Constructors, LLC | Exhibit 10.1 to the Company’s Form 8-K filed August 15, 2013 |
| 10.24 | Construction Agreement-DMW2, dated November 6, 2013, between El Dorado Chemical Company and SAIC Constructors, LLC | Exhibit 99.1 to the Company’s Form 8-K filed November 12, 2013 |
| 10.25 | Construction Agreement – NACSAC, dated November 6, 2013, between El Dorado Chemical Company and SAIC Constructors, LLC | Exhibit 99.2 to the Company’s Form 8-K filed November 12, 2013 |
| Exhibit Number | Exhibit Title | Incorporated by Reference to the Following |
| 10.26 | Engineering, Procurement and Construction Agreement, dated December 31, 2013, between El Dorado Chemical Company and SAIC Constructors, LLC | Exhibit 99.1 to the Company’s Form 8-K filed January 7, 2014 |
| 10.27 | Engineering, Procurement and Construction Contract, Amendment No. 1 dated October 20, 2015, by and between El Dorado Ammonia LLC and SAIC Constructors, LLC | Exhibit 10.1 to the Company’s Form 8-K filed October 26, 2015 |
| 10.28 | Consent Decree, dated May 28, 2014, by and among, LSB Industries, Inc., El Dorado Chemical Co., Cherokee Nitrogen Co., Pryor Chemical Co., El Dorado Nitrogen, L.P., the U.S. Department of Justice, the U.S. Environmental Protection Agency, the Alabama Department of Environmental Management, and the Oklahoma Department of Environment Quality | Exhibit 99.1 to the Company’s Form 8-K filed June 3, 2014 |
| 10.29 | Intercreditor Agreement, dated August 7, 2013, by and among Wells Fargo Capital Finance, Inc., as agent and UMB Bank, n.a., as collateral agent, and acknowledged and agreed to by LSB Industries, Inc. and the other grantors named therein | Exhibit 99.1 to the Company’s Form 8-K filed August 14, 2013 |
| 10.30 | Joinder Agreement to Intercreditor Agreement, dated November 9, 2015, by and among LSB Funding LLC, Wells Fargo Capital Finance, Inc., as ABL Agent, UMB Bank, N.A., as Notes Agent, LSB Industries, Inc. and the guarantors party thereto | Exhibit 10.4 to the Company’s Form 8-K filed November 16, 2015 |
| 10.31 | Amendment No. 1 to Intercreditor Agreement, dated as of April 25, 2018, among Wells Fargo Capital Finance, LLC, UMB Bank, n.a. and Wilmington Trust, National Association, and acknowledged by LSB Industries, Inc. and the subsidiary guarantors party thereto | Exhibit 10.1 to the Company’s Form 8-K filed April 25, 2018 |
| 10.32 | Joinder Agreement to Intercreditor Agreement, dated as of October 14, 2021, by Wilmington Trust, National Association, as Notes Trustee, and acknowledged by Wilmington Trust, National Association, as Existing Notes Trustee, Wells Fargo Capital Finance, LLC, LSB | Exhibit 10.1 to the Company’s Form 8-K filed October 15, 2021 |
| 10.33 | Joinder Agreement to Intercreditor Agreement, dated as of December 21, 2023, by JPMorgan Chase Bank, N.A., as New ABL Agent, and acknowledged by Wells Fargo Capital Finance, LLC, as Existing ABL Agent, Wilmington Trust, National Association, as Notes Agent, LSB Industries, Inc. and the subsidiary guarantors party thereto | Exhibit 10.3 to the Company’s Form 8-K filed December 26, 2023 |
| 10.34 | Credit Agreement, dated December 21, 2023, by and among LSB Industries, Inc., the other loan parties from time to time party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as the administrative agent | Exhibit 10.1 to the Company’s Form 8-K filed December 26, 2023 |
| 10.35 | Pledge and Security Agreement dated December 21, 2023, among LSB Industries, Inc., each of the other Guarantors and JPMorgan Chase Bank, N.A., as administrative agent for the secured parties | Exhibit 10.2 to the Company’s Form 8-K filed December 26, 2023 |
| Exhibit Number | Exhibit Title | Incorporated by Reference to the Following |
| 10.36 | Registration Rights Agreement by and between LSB Industries, Inc. and LSB Funding LLC, dated as of December 4, 2015 | Exhibit 10.4 to the Company’s Form 8-K filed December 8, 2015 |
| 10.37 | Board Representation and Standstill Agreement by and among LSB Industries, Inc., LSB Funding LLC, Security Benefit Corporation, Todd Boehly and the Golsen Holders (as defined therein), dated as of December 4, 2015 | Exhibit 10.3 to the Company’s Form 8-K filed December 8, 2015 |
| 10.38 | Amendment to the Board Representation and Standstill Agreement, dated October 26, 2017, by and among LSB Industries, Inc., LSB Funding LLC, Security Benefit Corporation, Todd Boehly, Jack E. Golsen, Barry H. Golsen, Linda Golsen Rappaport, Golsen Family LLC, SBL LLC and Golsen Petroleum Corp., dated as of December 4, 2015 | Exhibit 10.1. to the Company’s Form 8-K Filed on October 26, 2017 |
| 10.39 | Amendment to Board Representation and Standstill Agreement, dated as of October 18, 2018, by and among LSB Industries, Inc., LSB Funding LLC, Security Benefit Corporation, Todd Boehly and the Golsen Holders (as defined therein) | Exhibit 10.2 to the Company’s Form 8-K filed October 19, 2018 |
| 10.40 | Amendment and Waiver to Board Representation and Standstill Agreement, dated as of September 27, 2021, by and among the Company, the Holder and the other parties thereto | Exhibit 10.1 to the Company’s Form 8-K filed September 27, 2021 |
| 10.41 | Securities Exchange Agreement, dated July 19, 2021, by and between LSB Industries, Inc. and LSB Funding LLC | Exhibit 10.1 to the Company’s Form 8-K filed July 19, 2021 |
| 10.42 | Written Consent of LSB Funding LLC approving of the incurrence of indebtedness by LSB Industries, Inc., dated September 22, 2021, as amended September 28, 2021, provided pursuant to the Securities Exchange Agreement, dated as of July 19, 2021, between LSB Industries, Inc. and LSB Funding LLC | Exhibit 10.45 to the Company’s Form 10-K filed February 23, 2023 |
| 10.43 | Written Consent of LSB Funding LLC approving of the incurrence of indebtedness by LSB Industries, Inc., dated March 2, 2022, provided pursuant to the Securities Exchange Agreement, dated as of July 19, 2021, between LSB Industries, Inc. and LSB Funding LLC | Exhibit 10.47 to the Company’s Form 10-K filed February 23, 2023 |
| 10.44 | Board Representation Letter Agreement, dated as of August 10, 2022, by and among the Company, LSB Funding LLC, SBT Investors LLC and the other parties thereto | Exhibit 10.1 to the Company’s Form 8-K filed on August 15, 2022 |
| Exhibit Number | Exhibit Title | Incorporated by Reference to the Following |
| 10.45 | Joinder Agreement to Board Representation and Standstill Agreement, dated November 14, 2023, by and between LSB Industries, Inc. and TLB-LSB, LLC | Exhibit 10.42 to the Company’s Form 10-K filed on March 6, 2024 |
| 10.46 | Rights Letter Agreement, dated as of August 10, 2022, by and among the Company, LSB Funding LLC and SBT Investors LLC | Exhibit 10.2 to the Company’s Form 8-K filed on August 15, 2022 |
| 10.47 | Rights Letter Agreement, dated as of November 14, 2023, by and among the Company, LSB Funding LLC, SBT Investors LLC and TLB-LSB, LLC | Exhibit 10.40 to the Company’s Form 10-K filed on February 27, 2025 |
| 19.1(a) | LSB Industries, Inc. Insider Trading Policy | |
| 21.1(a) | Subsidiaries of the Company | |
| 23.1(a) | Consent of Independent Registered Public Accounting Firm | |
| 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 | |
| 97.1(a) | Policy for Recoupment of Incentive Compensation | Exhibit 97.1 to the Company’s Form 10-K filed March 6, 2024 |
| 101.INS(a) | Inline XBRL Instance Document | |
| 101.SCH(a) | Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document | |
| 104(a) | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
- Management contract or compensatory plan or arrangement.
- Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. LSB Industries, Inc. hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the SEC.
(a)
Filed 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 or the Exchange Act, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.