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): March 4, 2026
LSB INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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1-7677 |
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73-1015226 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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3503 NW 63rd Street, Suite 500, Oklahoma City, Oklahoma |
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73116 |
(Address of principal executive offices) |
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, Par Value $.10 |
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LXU |
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New York Stock Exchange |
Preferred Stock Purchase Rights |
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N/A |
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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. ☐
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Item 4.01 |
Changes in Registrant’s Certifying Accountant. |
The Audit Committee (the “Committee”) of the Board of Directors of LSB Industries, Inc. (the “Company”) conducted a competitive selection process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The Committee invited several public accounting firms to participate in this process, including Ernst & Young LLP (“EY”), the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025.
As a result of this process, following the review and evaluation of proposals from participating firms, on March 4, 2026, the Committee approved the engagement of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, subject to completion of PwC’s standard client acceptance procedures and execution of an engagement letter. On the same date, the Committee approved the dismissal of EY as the Company’s independent registered public accounting firm, effective immediately, and informed EY of such dismissal.
The reports of EY on the Company’s consolidated financial statements for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through March 4, 2026, (i) there were no disagreements, as defined in Item 304(a)(1)(iv) of Regulation S-K, with EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of the disagreements in connection with EY’s reports on the Company’s consolidated financial statements for such period and (ii) there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided EY with a copy of the disclosures in this Current Report on Form 8-K and requested that EY furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the Company’s statements herein. A copy of such letter, which is dated March 5, 2026, is attached as Exhibit 16.1 to this Current Report on Form 8-K.
During the fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through March 4, 2026, neither the Company nor anyone acting on the Company’s behalf consulted with PwC regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that PwC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.
(d) Exhibits.
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Exhibit
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Description |
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16.1 |
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Letter dated March 5, 2026 from Ernst & Young LLP to the Securities and Exchange Commission. |
104 |
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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: March 9, 2026
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LSB INDUSTRIES, INC. |
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By: |
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/s/ Michael J. Foster |
Name: |
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Michael J. Foster |
Title: |
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Executive Vice President and General Counsel |
