LSB INDUSTRIES INC 8-K Filings

LSB Industries, Inc. reported Q2 2026 results highlighting ~40% year-over-year growth in adjusted EBITDA to $53 million on net sales of $168 million, with adjusted EBITDA margin rising to 32% from 25%. Trailing twelve‑month adjusted EBITDA was about $200 million as of June 30, 2026.

Liquidity remained solid, and net debt to trailing twelve‑month adjusted EBITDA improved to 1.1x from 2.7x, supported by strong operating and free cash flow. Q2 results reflected reduced production from turnaround activity, partly offset by higher product pricing and an optimized product mix.

The company advanced a carbon capture and sequestration project at its El Dorado facility, now under 100% LSB ownership, expected to capture 400–500K metric tons of CO₂ annually, enable production of 305–380K metric tons of low‑carbon ammonia, and generate $25–$30 million of annual earnings and cash flow once fully operational, supported by $85/metric ton federal 45Q tax credits over a 12‑year period. A Section 382 stockholder rights plan remains in place, with a 4.9% ownership trigger and an expiration date of August 22, 2026, to help preserve tax attributes.

LSB Industries, Inc. reported second quarter 2026 net sales of $168.1 million, up from $151.3 million a year earlier, driven by higher selling prices and stronger ammonium nitrate and nitric acid volumes. The company posted a net loss of $6.2 million, including approximately $28.8 million of planned turnaround expenses at its El Dorado and Pryor facilities, compared with net income of $3.0 million in the prior-year quarter, which included $2.6 million of turnaround expenses. Diluted loss per share was $(0.09) versus diluted EPS of $0.04.

Adjusted EBITDA was $53.1 million, up from $38.3 million, supported by improved pricing and lower average natural gas costs of $2.96 per MMBtu. As of June 30, 2026, LSB held approximately $218.0 million in cash, cash equivalents and short-term investments and $441.3 million of total debt. The company advanced its El Dorado carbon capture and sequestration project, which is expected to capture 400,000–500,000 metric tons of CO₂ annually, reduce Scope 1 emissions by about 25%, produce 305,000–380,000 metric tons of low carbon ammonia per year, and potentially generate $25–$30 million of annual earnings over a 12-year credit period under the current $85 per metric ton Section 45Q tax credit, subject to EPA Class VI permit approval.

LSB Industries decided to begin the previously announced maintenance turnaround at its Pryor, Oklahoma facility immediately, instead of the earlier plan to start in July 2026.

The company currently expects that this change in timing will not affect the turnaround’s expected duration or cost, while cautioning that factors such as unexpected repair needs, supply chain disruptions, labor availability, environmental compliance and reduced production during the outage could cause actual results to differ from these expectations.

LSB Industries has assumed full ownership of the carbon capture and sequestration project at its El Dorado, Arkansas facility from Lapis Carbon Solutions, effective immediately. Total consideration and remaining completion capital for the project are estimated at approximately $95 million, with portions contingent on the timely achievement of defined project milestones and completion activities. This move consolidates control of the El Dorado carbon capture initiative under the company as it funds the remaining build-out.

LSB Industries, Inc. reported the results of its 2026 annual meeting of stockholders. Stockholders elected three directors—Jonathan Z. Ackerman, Diana M. Peninger, and Lynn F. White—to terms expiring in 2029, each receiving over 45.9 million votes in favor, with 12.5 million broker non-votes.

Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, with 60.7 million votes for and minimal opposition. In addition, stockholders approved, on a non-binding advisory basis, the 2026 compensation of the company’s named executive officers in a “say-on-pay” vote, with approximately 48.2 million votes for and limited votes against or abstaining.

LSB Industries released a financial presentation on its first quarter 2026 results, highlighting stronger sales and profitability versus a year earlier. Net sales rose to $169 million from $143 million, while adjusted EBITDA increased to $52 million from $29 million, lifting the adjusted EBITDA margin to 31% from 20%.

Improved production performance, disciplined commercial execution, and favorable AN, nitric acid and UAN markets supported results despite higher natural gas and other variable costs. The company generated $37 million of free cash flow and reduced net debt to trailing-twelve-month adjusted EBITDA to 1.4x, maintaining $182 million of cash and short-term investments.

Management notes a positive outlook for industrial and agricultural nitrogen markets, with strong fertilizer pricing and robust mining and construction demand. A carbon capture and sequestration project at El Dorado is on track, with Class VI permitting and operations expected around late 2026 or early 2027. A Section 382 stockholder rights plan remains in place to protect substantial net operating loss tax assets.

LSB Industries reported strong first quarter 2026 results, returning to profitability on higher sales and pricing. Net sales reached $169.5 million, up from $143.4 million a year earlier, while net income improved to $19.7 million from a net loss of $1.6 million. Diluted EPS was $0.27 versus a loss of $0.02.

Adjusted EBITDA rose to $52.1 million from $29.1 million as tighter fertilizer and industrial markets supported higher average selling prices across ammonia, AN, nitric acid and UAN. The company ended March 31, 2026 with $181.7 million in cash, cash equivalents and short-term investments and total debt of $441.2 million.

LSB Industries approved a one-time retention award for Chairman, President and CEO Mark T. Behrman, granting him 706,880 restricted stock units under the 2025 Long-Term Incentive Plan. Each RSU converts into one share of common stock or cash upon vesting.

The award uses cliff vesting and becomes payable on March 31, 2029, if he remains with the company. It includes detailed acceleration terms for termination without cause, resignation for good reason, death, disability, and certain change in control situations, and provides dividend equivalents that are paid only on vested RSUs.

LSB Industries, Inc. reported board and governance changes. On March 30, 2026, director Steven L. Packebush retired from the Board, with the company stating his decision was not due to any disagreement with management or operations.

Effective April 2, 2026, the Board appointed Jonathan Z. Ackerman as a Class 2026 director, to stand for election at the 2026 annual meeting. He will receive standard non-employee director compensation and currently serves as President and Chief Executive Officer of Meridian Infrastructure, with a background in midstream, infrastructure and finance.

Also on April 2, 2026, the Board adopted Third Amended and Restated Bylaws. The updates address electronic transmissions, stockholder lists, meeting notices and virtual meetings, restrict white proxy cards to the Board, expand the chair’s powers to regulate stockholder meetings, refine written-consent procedures, and tighten advance notice and information requirements for stockholder proposals and director nominations, including provisions tied to universal proxy rules and director nominee interviews. The bylaws also codify exclusive forum and federal forum provisions for certain stockholder claims.

LSB Industries, Inc. reported that its Audit Committee completed a competitive process to select the independent registered public accounting firm for the fiscal year ending December 31, 2026. On March 4, 2026, the Committee approved engaging PricewaterhouseCoopers LLP (PwC) as auditor, subject to PwC’s standard client acceptance procedures and an engagement letter.

On the same date, the Committee dismissed Ernst & Young LLP (EY) as auditor, effective immediately. EY’s reports on the company’s 2025 and 2024 consolidated financial statements contained no adverse opinions, disclaimers, or qualifications, and the company states there were no disagreements or reportable events with EY through March 4, 2026.

LSB Industries reported a strong 2025, with net sales rising to $615M from $522M and adjusted EBITDA increasing to $162M from $130M. Diluted EPS improved to $0.34 from a loss of $(0.27), reflecting better profitability.

For Q4 2025, net sales grew to $165M from $135M, adjusted EBITDA climbed to $54M from $38M, and EPS turned positive at $0.22 versus a loss of $(0.13). Net debt to trailing adjusted EBITDA improved to 1.8x from 2.3x as the company repurchased $39.9M of debt and 0.3 million shares.

The company issued 2026 guidance that includes planned turnarounds reducing ammonia and UAN production but maintains solid sales-volume targets. It also outlined a low-carbon ammonia and carbon capture project at El Dorado, with key permits expected in 2026 and startup targeted by the end of 2026.

LSB Industries reported a strong turnaround in 2025, returning to profitability with solid growth in sales and margins. Full-year net sales rose to $615.2 million from $522.4 million in 2024, while net income improved to $24.6 million from a net loss of $19.4 million. Diluted EPS moved to $0.34 from a loss of $(0.27), and adjusted EBITDA increased to $161.5 million from $129.5 million.

In the fourth quarter, net sales grew to $165.0 million and net income reached $16.1 million, with adjusted EBITDA of $54.1 million. The company reduced total debt to $441.0 million and held $148.5 million in cash, cash equivalents and short-term investments as of December 31, 2025. It repurchased $39.9 million of Senior Secured Notes and about 0.3 million shares for $2.8 million in 2025. Management also issued a 2026 volume outlook reflecting planned turnaround activity and highlighted progress on a low-carbon ammonia CCS project expected to start operating by the end of 2026.

LSB Industries approved 2026 long‑term incentive grants for key executives under its 2025 Long-Term Incentive Plan, using a mix of time-based RSUs and performance-based RSUs. CEO Mark T. Behrman received 153,604 time-based and 153,604 performance-based units, with smaller but similar grants to other senior executives.

The performance awards use a three-year cycle with annual goals, starting with return on net assets in the first year and a total shareholder return modifier over the full period, with payouts generally ranging from 50% to 200% of target before the TSR adjustment. The company also added accelerated vesting on events including qualifying retirement, and entered a side letter giving the CEO full vesting of time-based awards and at least target vesting of performance awards upon a defined qualifying retirement.

LSB Industries, Inc. entered into new severance and change in control agreements with Executive Vice President and Chief Commercial Officer Damien J. Renwick and Executive Vice President, Manufacturing, Scott D. Bemis. These agreements apply if there is a Change in Control and, during a defined period around that event, the executive is terminated without Cause or resigns for Good Reason.

Following such a qualifying termination, Mr. Renwick is entitled to a cash payment equal to two times his annual base salary, while Mr. Bemis is entitled to one times his annual base salary, subject to signing a release of claims. The agreements take effect on January 14, 2026, run initially through January 15, 2027, and automatically renew for one-year terms unless the company gives advance notice. If a Change in Control occurs during the term, the protection period is extended at least through the first anniversary of the transaction, or until all obligations are satisfied or employment ends under specified conditions.

LSB Industries (LXU) furnished an investor presentation outlining its financial results for the third quarter, September 30, 2025. The presentation was made available on the company’s website and is attached as Exhibit 99.1.

The materials were provided under Item 7.01 (Regulation FD) and are being furnished, not filed, which means they are not subject to Section 18 of the Exchange Act and are not incorporated by reference into other filings unless specifically stated. The company notes the presentation is summary information intended to be viewed in the context of its SEC filings and other public announcements.

LSB Industries, Inc. (LXU) furnished an 8-K announcing it issued a press release reporting financial results for the third quarter ended September 30, 2025. The release is attached as Exhibit 99.1.

The company will host a conference call on October 30, 2025 at 10:00 a.m. Eastern / 9:00 a.m. Central, broadcast live over the Internet, to discuss its Q3 2025 results.

Form 8-K – Item 7.01 (Regulation FD)

On 30 July 2025, LSB Industries (NYSE: LXU) announced that a slide presentation covering its second-quarter 2025 results has been posted to the company’s website and furnished as Exhibit 99.1. The filing clarifies that the materials are provided for informational purposes, are incorporated by reference into Item 7.01, and are deemed “furnished,” not “filed,” under the Exchange Act—thereby limiting potential liability under Section 18. No financial metrics, guidance, transactions, or other substantive data are included within this Form 8-K itself; it serves solely to notify investors of the presentation’s availability.