LSB Industries (LXU) CEO nets shares from RSU vesting and tax withholdings

Rhea-AI Filing Summary

LSB Industries, Inc. President and CEO Mark T. Behrman reported routine equity compensation activity involving the company’s common stock. On January 26, 2026, he acquired 67,884 shares upon vesting of performance-based restricted stock units at a reference price of $9.88 per share.

On the same date, the company withheld 14,034 shares tied to time-based restricted stock units and 29,937 shares tied to performance-based units to satisfy tax withholding obligations; the filing states no shares were sold in these transactions. Following these entries, Behrman directly beneficially owned 1,583,591 shares of LSB Industries common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BEHRMAN MARK T

(Last) (First) (Middle)

3503 NW 63RD ST, STE 500

(Street)

OKLAHOMA CITY OK 73116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LSB INDUSTRIES, INC. [ LXU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/26/2026		F		14,034(1)	D	$9.88	1,545,644	D
Common Stock	01/26/2026		A		67,884(2)	A	$9.88	1,613,528	D
Common Stock	01/26/2026		F		29,937(3)	D	$9.88	1,583,591	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of common stock of LSB Industries, Inc. (the "Issuer") withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of time-based restricted stock units previously granted to the reporting person under the LSB Industries, Inc. 2016 Long Term Incentive Plan. No shares were sold in this transaction.

2. Represents shares of common stock of the Issuer acquired by the reporting person upon the vesting of performance-based restricted stock units previously granted to the reporting person under the LSB Industries, Inc. 2016 Long Term Incentive Plan.

3. Represents shares of common stock of the Issuer withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of the performance-based restricted stock units described in footnote (2) above. No shares were sold in this transaction.

	/s/ Michael J. Foster, Attorney-in-Fact	01/28/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did LXU CEO Mark Behrman report on January 26, 2026?

Mark Behrman reported equity compensation-related stock movements on January 26, 2026. He acquired 67,884 LSB Industries common shares from vesting performance-based RSUs, while additional shares were withheld to cover tax obligations, with no shares sold according to the filing’s footnotes.

How many LXU shares did the CEO acquire from performance-based awards?

The CEO acquired 67,884 LXU common shares from performance-based RSU vesting. These units were previously granted under the LSB Industries, Inc. 2016 Long Term Incentive Plan and converted to shares at a referenced price of $9.88 per share on January 26, 2026.

Were any LSB Industries (LXU) shares sold in the reported Form 4 transactions?

The Form 4 states that no shares were sold in the reported transactions. Shares withheld on January 26, 2026, were taken by LSB Industries solely to satisfy tax withholding obligations connected to vesting restricted stock units, both time-based and performance-based.

Why were LXU shares withheld from the CEO in these transactions?

Shares were withheld to cover tax obligations from vesting restricted stock units. LSB Industries retained 14,034 shares from time-based RSUs and 29,937 shares from performance-based RSUs to satisfy withholding taxes, as described in the Form 4 footnotes.

What is Mark Behrman’s LXU share ownership after these Form 4 transactions?

After the reported transactions, Mark Behrman directly owned 1,583,591 LXU shares. This total reflects the net effect of RSU vesting and shares withheld for taxes on January 26, 2026, as disclosed in the Form 4 filing.

What compensation plan governed the LXU restricted stock units that vested?

The vesting restricted stock units came from the LSB Industries, Inc. 2016 Long Term Incentive Plan. Both time-based and performance-based RSUs granted under this plan vested on January 26, 2026, leading to share delivery and tax-related share withholding.