LSB Industries Files S-8 POS to Remove Unissued Stock Plan Shares

Rhea-AI Filing Summary

LSB Industries, Inc. (NYSE: LXU) filed Post-Effective Amendment No. 1 to three prior Form S-8 registration statements—file nos. 333-153103, 333-199864 and 333-209838—originally covering a combined 2,372,890 shares reserved for the company’s 2008 Incentive Stock Plan.

The amendment formally deregisters all shares that remain unissued because LXU has ceased making awards under the 2008 plan. No new securities are being offered, and the filing contains no financial statements, earnings data or changes to previously reported results. Signatures from executive management and all directors confirm authorization as of 25 June 2025.

For investors, the action is administrative and largely neutral: it removes a modest source of potential dilution but does not affect current capital structure, operations or guidance.

Positive

• Deregistration removes 2.37 million unissued shares, marginally reducing potential future dilution and signaling disciplined share-count management.

Negative

• None.

Insights

Securities Analyst

TL;DR – Routine deregistration; removes unissued shares, negligible impact on equity value.

This Post-Effective Amendment simply cleans up legacy Form S-8 registrations tied to LXU’s 2008 Incentive Stock Plan, eliminating about 2.37 million shares that were never granted. The plan is no longer active, so the company is ensuring no further issuances can occur under these filings. There are no cash flows, earnings revisions, or balance-sheet effects, and the potential dilution removed is small relative to LXU’s ~83 million basic shares outstanding. The move is procedurally positive because it tightens share count governance, but its monetary significance is minimal. Overall effect: neutral for valuation, slightly positive for dilution control.

As filed with the Securities and Exchange Commission on June 25, 2025

Registration No. 333-153103

Registration No. 333-199864

Registration No. 333-209838

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-153103

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-199864

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-209838

UNDER

THE SECURITIES ACT OF 1933

 

 

LSB Industries, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware	 	73-1015226
(State or other jurisdiction of incorporation or organization)	 	(I.R.S. Employer Identification No.)

 

3503 NW 63rd Street, Suite 500, Oklahoma City, Oklahoma	 	73116
(Address of principal executive offices)	 	(Zip Code)

LSB Industries, Inc. 2008 Incentive Stock Plan

(Full title of the plan)

Michael J. Foster

Executive Vice President, General Counsel and Secretary

LSB Industries, Inc.

3503 NW 63rd Street, Suite 500

Oklahoma City, Oklahoma 73116

(Name and address of agent for service)

(405) 235-4546

(Telephone number, including area code, of agent for service)

With copies of communications to:

Greg R. Samuel, Esq.

Rosebud Nau, Esq.

Haynes and Boone, LLP

2801 N. Harwood Street, Suite 2300

Dallas, Texas 75201

(214) 651-5000

 

 

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.

 

Large accelerated filer	 	☐	  	Accelerated filer	 	☒
Non-accelerated filer	 	☐	  	Smaller reporting company	 	☐
	 		  	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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

EXPLANATORY NOTE

On August 20, 2008, LSB Industries, Inc. (the “Registrant”) filed a Registration Statement on Form S-8 (File No. 333-153103) (the “2008 Form S-8”) with the Securities and Exchange Commission (the “SEC”) for the purpose of registering 1,000,000 shares of common stock, par value $0.10 per share (“Common Stock”), issuable to participants under the LSB Industries, Inc. 2008 Incentive Stock Plan (the “2008 Plan”).

On November 5, 2014, the Registrant filed a Registration Statement on Form S-8 (File No. 333-199864) (the “2014 Form S-8”) with the SEC for the purpose of registering an additional 975,000 shares of Common Stock issuable to participants under the 2008 Plan.

On March 1, 2016, the Registrant filed a Registration Statement on Form S-8 (File No. 333-209838) (the “2016 Form S-8” and collectively with the 2008 Form S-8 and the 2014 Form S-8, the “Registration Statements”) with the SEC for the purpose of registering an additional 397,890 shares of Common Stock issuable to participants under the 2008 Plan.

The Registrant is no longer issuing securities pursuant to the 2008 Plan. These Post-Effective Amendments No. 1 to the Registration Statements are being filed to deregister all shares of Common Stock that were registered and remain unissued under the Registration Statements.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on June 25, 2025.

 

LSB INDUSTRIES, INC.
By:	 	/s/ Michael J. Foster
	 	Michael J. Foster
	 	Executive Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments No. 1 to the Registration Statements have been signed by the following persons in the capacities and on the date indicated.

 

Signature	  	Title	 	Date
/s/ Mark T. Behrman Mark T. Behrman	  	President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer and Chairman)	 	June 25, 2025
/s/ Cheryl A. Maguire Cheryl A. Maguire	  	Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)	 	June 25, 2025
/s/ Riccardo Bertocco Riccardo Bertocco	  	Director	 	June 25, 2025
/s/ Jonathan S. Bobb Jonathan S. Bobb	  	Director	 	June 25, 2025
/s/ John D. Chandler John D. Chandler	  	Director	 	June 25, 2025
/s/ Barry H. Golsen Barry H. Golsen	  	Director	 	June 25, 2025
/s/ Kanna Kitamura Kanna Kitamura	  	Director	 	June 25, 2025
/s/ Steven L. Packebush Steven L. Packebush	  	Director	 	June 25, 2025

/s/ Diana M. Peninger Diana M. Peninger	  	Director	 	June 25, 2025
/s/ Lynn F. White Lynn F. White	  	Director	 	June 25, 2025

FAQ

Why did LSB Industries (LXU) file a Post-Effective Amendment to Form S-8?

To deregister all unissued shares previously reserved under the 2008 Incentive Stock Plan, which is no longer used.

How many shares are being deregistered by LXU?

A total of approximately 2,372,890 common shares originally registered across three S-8 filings.

Does this filing affect LXU’s current share count or earnings?

No. It is an administrative action; no new shares are issued and no financial results are impacted.

Is the 2008 Incentive Stock Plan still active for LXU employees?

No. The company stated it is no longer issuing securities under the 2008 plan.

Should investors expect dilution from these shares in the future?

No. The deregistration eliminates the possibility of issuing those shares under the old plan.