8-K

LSB INDUSTRIES, INC. (LXU)

8-K 2026-02-25 For: 2026-02-25
View Original
Added on April 07, 2026

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): February 25, 2026

LSB INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware 1-7677 73-1015226
(State or other jurisdiction<br><br>of incorporation) (Commission<br><br>File Number) (IRS Employer<br><br>Identification No.)
3503 NW 63rd Street, Suite 500, Oklahoma City, Oklahoma 73116
(Address of principal executive offices) (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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, Par Value $.10 LXU New York Stock Exchange
Preferred Stock Purchase Rights N/A 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. ☐

Item 2.02. Results of Operations and Financial Condition.

On February 25, 2026, LSB Industries, Inc. (the “Company”) issued a press release to report its financial results for the fourth quarter and full year ended December 31, 2025. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

As previously announced, on February 26, 2026, at 10:00 a.m. (Eastern time) / 9:00 a.m. (Central time), the Company will hold a conference call broadcast live over the Internet to discuss the financial results of the fourth quarter and full year ended December 31, 2025.

The information contained in Item 2.02 of this Form 8-K and the Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchanged Act”), or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference to this Item 2.02 in such filing.

Item 9.01 Exhibits.

(d) Exhibits.

Exhibit<br>Number Description
99.1 Press Release issued by LSB Industries, Inc. dated February 25, 2026, titled “LSB Industries, Inc. Reports Operating Results for the 2025 Fourth Quarter and Full Year and Provides Product Sales Volume Outlook for 2026”(furnished pursuant to Item 2.02).
104 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: February 25, 2026

LSB INDUSTRIES, INC.
By: /s/ Cheryl A. Maguire
Name: Cheryl A. Maguire
Title: Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

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LSB INDUSTRIES, INC. REPORTS OPERATING RESULTS FOR THE 2025 FOURTH QUARTER AND FULL YEAR AND PROVIDES PRODUCT SALES VOLUME OUTLOOK FOR 2026

OKLAHOMA CITY, Oklahoma—February 25, 2026—LSB Industries, Inc. (NYSE: LXU) (“LSB,” “we,” “us,” “our,” or the “Company”) today announced results for the fourth quarter and full year ended December 31, 2025.

Fourth Quarter 2025 Results and Recent Highlights

  • Net sales of $165.0 million compared to $134.9 million in the fourth quarter of 2024
  • Net income of $16.1 million compared to a net loss of $9.1 million in the fourth quarter of 2024
  • Diluted EPS of $0.22 compared to $(0.13) for the fourth quarter of 2024
  • Adjusted EBITDA(1) of $54.1 million compared to $37.6 million in the fourth quarter of 2024
  • Repurchased $7.5 million in principal amount of Senior Secured Notes for approximately $7.4 million in the fourth quarter of 2025; repurchased approximately 0.3 million shares of common stock for approximately $2.8 million in the fourth quarter of 2025

Full Year 2025 Results and Highlights

  • Net sales of $615.2 million compared to $522.4 million in the full year 2024
  • Net income of $24.6 million compared to net loss of $19.4 million in the full year 2024
  • Diluted EPS of $0.34 compared to $(0.27) for the full year 2024
  • Adjusted EBITDA(1) of $161.5 million compared to $129.5 million in the full year 2024
  • Total cash, cash equivalents and short-term investments of approximately $148.5 million and total debt of $441.0 million as of December 31, 2025
  • Repurchased $39.9 million in principal amount of Senior Secured Notes for approximately $39.5 million in 2025; repurchased approximately 0.3 million shares of common stock for approximately $2.8 million in 2025
  • Total Recordable Injury Rate of 0.40 (“TRIR”) for the full year 2025(2)

“I am proud of the progress that the team made across our business in 2025. We continued to improve our overall safety performance by achieving a 12-month rolling total reportable incident rate (TRIR) of 0.40 incidents per 200,000 work hours as of December 31, 2025, a record low. We also saw three of our four sites operate injury free for the full year. We delivered significant year-over-year growth in net sales, adjusted EBITDA and EPS in both the fourth quarter and full-year 2025,” stated Mark Behrman, LSB Industries' Chairman & Chief Executive Officer. “Our focused efforts to improve our production performance, combined with disciplined commercial execution, supported our strong financial results and reinforced our ability to convert market conditions into enhanced profitability. The operational progress we achieved during the year enabled us to fully capitalize on favorable pricing momentum across our key products.”

“As we look at the year ahead, we expect to build on the strong operational execution that delivered record nitric acid and ammonium nitrate solution production in 2025. These records reflect the progress we’ve made in plant reliability, throughput, and operational efficiency, which are being driven by operational discipline, process enhancements, and consistent execution, as well as the investment of capital. We are excited about the year ahead and our expectations for generating increased value for shareholders. I am confident in our team’s ability to deliver on our goals for the year.”

(1) Adjusted EBITDA and EBITDA are non-GAAP financial measures. Please see the discussion below under the heading “Non-GAAP Reconciliations” and the reconciliations at the end of this release for additional information concerning these and other non-GAAP financial measures

(2) Combined TRIR includes both employees and contractors

Market Outlook

  • Industrial business remains consistent:

  • Demand for Ammonium Nitrate (AN) for explosives in mining is strong across all commodities, particularly with copper and gold miners as they maximize production to take advantage of record prices

  • AN demand for explosives for quarrying/aggregate production for infrastructure upgrade and expansion remains steady

  • Demand for coal production increased slightly as the U.S. sought to generate more power from coal, supporting demand for AN

  • Robust demand for domestic nitric acid, supported by tariffs and preliminary anti-dumping duties on imports of methylene diphenyl diisocyanate (MDI)

  • Agricultural markets are healthy and pricing remains strong:

  • Ammonia prices currently reflect:

  • reduced ammonia supply from the Middle East and Trinidad

  • higher costs of production in Europe and

  • delays in new production capacity, which are constraining global supply availability

  • Urea Ammonium Nitrate (UAN) prices recently improved, reflecting:

  • continued low levels of domestic inventory

  • constrained supply and a strengthening in Urea prices

  • Corn market dynamics support fertilizer demand:

  • Although 2025’s record crop exceeded the previous 2023 high, demand is keeping stocks-to-use only modestly above historical levels

  • The USDA recently projected 94 million planted acres for corn for the 2027 season and we anticipate nitrogen demand to track closely with recent years

Low Carbon Ammonia Projects Summary

  • El Dorado Carbon Capture and Sequestration (CCS) Project with Lapis Carbon Solutions
  • Expect to capture and sequester between 400,000 and 500,000 metric tons of CO2 per year, which would reduce our Scope 1 emissions by approximately 25%, yielding between 305,000 and 380,000 metric tons per year of low carbon ammonia
  • Completed stratigraphic well in June to provide data to support EPA in review of Class VI application
  • Lapis Carbon Solutions resubmitted the pre-construction Class VI permit application to the EPA in December 2025. Once the project receives EPA approval, which is expected in Q4 2026, we intend to use the completed stratigraphic well for CO2 injections
  • Expect to begin operations by the end of 2026

Fourth Quarter Results Overview

For the Three Months Ended December 31,
2025 2024 % Change
Product Sales ($ in Thousands) (In Thousands)
AN & Nitric Acid $ 64,683 $ 57,620 12 %
Urea ammonium nitrate (UAN) 43,505 30,132 44 %
Ammonia 49,447 40,194 23 %
Other 7,414 6,960 7 %
Total net sales $ 165,049 $ 134,906

Comparison of Fourth Quarter of 2025 to 2024:

  • Higher selling prices combined with increased volumes resulted in higher net sales for the period. Sales volumes were higher as a result of higher operating rates combined with no planned turnaround activity in 2025 as compared to the fourth quarter of 2024.

The following tables provide key sales metrics for our products:

For the Three Months Ended December 31,
Key Product Volumes (short tons sold) 2025 2024 % Change
AN & Nitric Acid 169,702 150,054 13 %
Urea ammonium nitrate (UAN) 114,949 114,875 0 %
Ammonia 89,771 85,678 5 %
374,422 350,607 7 %
Average Selling Prices (price per short ton) (A)
--- --- --- --- --- --- ---
AN & Nitric Acid $ 334 $ 308 8 %
Urea ammonium nitrate (UAN) $ 336 $ 221 52 %
Ammonia $ 522 $ 449 16 %

(A) Average selling prices represent “net back” prices which are calculated as sales less freight expenses divided by product sales volume in tons. Please see the discussion below under the heading “Ammonia, AN, Nitric Acid, UAN Sales Price Reconciliation” and the reconciliations at the end of this release for additional information concerning this financial measure.

For the Three Months Ended December 31,
Average Benchmark Prices (price per ton) 2025 2024 % Change
Tampa Ammonia Benchmark $ 627 $ 564 11 %
NOLA UAN $ 320 $ 230 39 %
Three Months Ended December 31,
--- --- --- --- --- --- --- ---
2025 2024 % Change
Input Costs
Average natural gas cost/MMBtu in cost of materials and other $ 3.35 $ 2.45 37 %
Average natural gas cost/MMBtu used in production $ 3.57 $ 2.79 28 %

Volume Outlook(1)

Estimated ammonia production and product sales volumes for the full year 2026 are as follows:

Products 2026E 2025A
Ammonia Production (tons): 780,000 - 810,000 826,000
Ammonia Turnaround Impact(2) ~60,000
Sales Volume (tons):  
AN & Nitric Acid 630,000 - 660,000 641,000
Urea Ammonium Nitrate (UAN) 530,000 - 560,000 550,000
UAN Turnaround Impact(2) ~50,000
Ammonia 260,000 - 290,000 316,000

(1) 2026 ammonia production and product sales volumes forecast reflects turnaround activity at El Dorado, Pryor and Cherokee facilities, versus no planned turnarounds in 2025.

(2) 2026 reflects planned turnaround activity that will lower ammonia and UAN production by ~60k tons and ~50k tons, respectively.

Conference Call

LSB’s management will host a conference call on Thursday, February 26, 2026 at 10:00 am ET / 9:00 am CT to discuss fourth quarter and full year 2025 results and recent corporate developments. Participating in the call will be Chairman & Chief Executive Officer, Mark Behrman, Executive Vice President & Chief Financial Officer, Cheryl Maguire and Executive Vice President & Chief Commercial Officer, Damien Renwick. Interested parties may participate in the call by dialing (877) 407-6176 / (201) 689-8451. Please call in 10 minutes before the conference is scheduled to begin and ask for the LSB conference call.

A webcast of the call, along with a slide presentation that coincides with management’s prepared remarks, will be available in the Investors section of LSB’s website, at www.lsbindustries.com. The webcast can be found under Events & Presentations. If you are unable to listen to the live call, the conference call webcast will be archived on LSB’s website.

LSB Industries, Inc.

LSB Industries, Inc., headquartered in Oklahoma City, Oklahoma, is committed to playing a leadership role in the production of low and no carbon products that build, feed and power the world. The LSB team is dedicated to building a culture of excellence in customer experiences as we currently deliver essential products across the agricultural and industrial end markets and, in the future, the energy markets. The company manufactures ammonia and ammonia-related products at facilities in Cherokee, Alabama, El Dorado, Arkansas and Pryor, Oklahoma and operates a facility for a global chemical company in Baytown, Texas. Additional information about LSB can be found on our website at www.lsbindustries.com.

Forward-Looking Statements

Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, include, but are not limited to, statements regarding: our business strategy; anticipated future operating results and operating expenses, cash flows, capital resources and liquidity; trends, opportunities and risks affecting our business, industry and financial results; our ability to successfully leverage our existing business platform and portfolio of assets to produce low carbon products; the impact of trade policy on our business; the availability of raw materials; production volumes at our production facilities; and the anticipated cost and timing of our capital projects, including turnarounds. Forward-looking statements can generally be identified by words or phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “will,” “may,” “plan,” “potential,” “should,” “would,” and similar words or phrases, as well as by discussions of strategy, plans or intentions. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or actual achievements to differ materially from the results, level of activity, performance or anticipated achievements expressed or implied by the forward-looking statements. Significant risks and uncertainties relate to, but are not limited to, business and market disruptions; market conditions and price volatility for our products and feedstocks; global and regional economic downturns that adversely affect the demand for our end-use products; disruptions in production at our manufacturing facilities; increased competitive pressures; our ability to fund the working capital and expansion of our businesses; recruiting and retaining skilled and qualified personnel; our ability to obtain necessary raw materials and purchased components; material increases in cost of raw materials; obtaining and maintaining necessary permits; and other financial, economic, competitive, environmental, political, legal and regulatory factors, including tariffs. These and other risk factors are discussed in the Company’s filings with the Securities and Exchange Commission, including but not limited to our most recent Annual Report on Form 10-K.

Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.

Company Contact:<br><br>Cheryl Maguire, Executive Vice President & CFO<br><br>(405) 510-3524<br><br>Investors@lsbindustries.com<br><br><br><br>David Kimmel, Director of Communications<br><br>(405) 815-4645<br><br>dkimmel@lsbindustries.com

LSB Industries, Inc.

Consolidated Statements of Operations

Three Months Ended Twelve Months Ended
December 31, December 31,
2025 2024 2025 2024
(In Thousands, Except Per Share Amounts)
Net sales $ 165,049 $ 134,906 $ 615,208 $ 522,400
Cost of sales 123,847 128,857 510,906 474,603
Gross profit 41,202 6,049 104,302 47,797
Selling, general and administrative expense 11,177 9,884 41,507 41,767
Other expense (income), net 3,341 2,910 5,521 11,535
Operating income (loss) 26,684 (6,745 ) 57,274 (5,505 )
Interest expense, net 7,344 8,223 30,657 34,452
(Gain) loss on extinguishments of debt (7 ) 52 (3,013 )
Non-operating income, net (1,384 ) (1,764 ) (5,984 ) (10,907 )
Income (loss) before provision (benefit) for income taxes 20,731 (13,204 ) 32,549 (26,037 )
Provision (benefit) for income taxes 4,599 (4,055 ) 7,936 (6,684 )
Net income (loss) $ 16,132 $ (9,149 ) $ 24,613 $ (19,353 )
Income (loss) per common share
Basic:
Net income (loss) $ 0.22 $ (0.13 ) $ 0.34 $ (0.27 )
Diluted:
Net income (loss) $ 0.22 $ (0.13 ) $ 0.34 $ (0.27 )

LSB Industries, Inc.

Consolidated Balance Sheets

December 31,
2025 2024
(In Thousands)
Assets
Current assets:
Cash and cash equivalents $ 19,511 $ 20,230
Short-term investments 128,960 163,971
Accounts receivable 57,609 39,083
Allowance for doubtful accounts (401 ) (323 )
Accounts receivable, net 57,208 38,760
Inventories:
Finished goods 16,705 22,382
Raw materials 1,605 2,519
Total inventories 18,310 24,901
Supplies, prepaid items and other:
Prepaid insurance 12,588 14,345
Precious metals 14,538 11,596
Supplies 33,399 31,995
Other 5,380 3,916
Total supplies, prepaid items and other 65,905 61,852
Assets held for sale 3,400
Total current assets 293,294 309,714
Property, plant and equipment, net 833,525 847,570
Other assets:
Operating lease assets 45,571 28,727
Intangible and other assets, net 1,149 1,177
Total other assets 46,720 29,904
Total assets $ 1,173,539 $ 1,187,188

LSB Industries, Inc.

Consolidated Balance Sheets (continued)

2024
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable 64,514 $ 82,180
Short-term financing 10,686 12,146
Accrued and other liabilities 29,551 32,192
Current portion of long-term debt 760 9,116
Total current liabilities 105,511 135,634
Long-term debt, net 440,295 476,163
Noncurrent operating lease liabilities 37,668 21,387
Other noncurrent accrued liabilities 535 456
Deferred income taxes 69,557 61,908
Commitments and contingencies
Stockholders' equity:
Common stock, .10 par value per share; 150 million shares   authorized, 91.2 million shares issued 9,117 9,117
Capital in excess of par value 506,821 504,578
Retained earnings 232,275 207,662
Total stockholders’ equity 748,213 721,357
Less treasury stock, at cost:
Common stock, 19.5 million shares (19.5 million shares at    December 31, 2024) 228,240 229,717
Total stockholders' equity 519,973 491,640
Total liabilities and stockholders’ equity 1,173,539 $ 1,187,188

All values are in US Dollars.

Non-GAAP Reconciliations

To supplement our financial information presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we present certain non-GAAP financial measures in this press release and on the related teleconference call.

EBITDA and Adjusted EBITDA Reconciliation

Management uses EBITDA and adjusted EBITDA as supplemental measures to review and assess the performance of our core business operations and for planning purposes. EBITDA is defined as net income (loss) plus interest expense and interest income, net, less gain on extinguishment of debt, plus depreciation and amortization (D&A) (which includes D&A of property, plant and equipment and amortization of intangible and other assets), plus provision (benefit) for income taxes. Adjusted EBITDA is reported to show the impact of non-cash stock-based compensation, one time/non-cash or non-operating items-such as, one-time income or fees, loss (gain) on sale of a business and/or other property and equipment, certain fair market value (FMV) adjustments, and consulting costs associated with reliability and purchasing initiatives (Initiatives). We historically have performed turnaround activities on an annual basis; however, we have moved towards extending turnarounds to a two or three-year cycle. Rather than being capitalized and amortized over the period of benefit, our accounting policy is to recognize the costs as incurred. Given these turnarounds are essentially investments that provide benefits over multiple years, they are not reflective of our operating performance in a given year.

We believe that certain investors consider EBITDA a useful means of measuring our ability to meet our debt service obligations and evaluating our financial performance. In addition, we believe that certain investors consider adjusted EBITDA as more meaningful to further assess our performance. We believe that the inclusion of supplementary adjustments to EBITDA is appropriate to provide additional information to investors about certain items.

EBITDA and adjusted EBITDA have limitations and should not be considered in isolation or as a substitute for net income, operating income, cash flow from operations or other consolidated income or cash flow data prepared in accordance with GAAP. Because not all companies use identical calculations, this presentation of EBITDA and adjusted EBITDA may not be comparable to a similarly titled measure of other companies. The following table provides a reconciliation of net income (loss) to EBITDA and adjusted EBITDA for the periods indicated.

Non-GAAP Reconciliations (continued)

LSB Consolidated ($ In Thousands) Three Months Ended<br>December 31, Year Ended<br>December 31,
2025 2024 2025 2024
Net income (loss) $ 16,132 $ (9,149 ) $ 24,613 $ (19,353 )
Plus:
Interest expense and interest income, net 5,924 6,106 24,539 23,087
Gain on extinguishment of debt (7 ) 52 (3,013 )
Depreciation and amortization 21,672 21,853 81,930 74,478
Provision (benefit) for income taxes 4,599 (4,055 ) 7,936 (6,684 )
EBITDA $ 48,320 $ 14,755 $ 139,070 $ 68,515
Stock-based compensation 1,831 1,565 7,371 6,607
Restructuring costs 1,063
Legal Fees & Settlements - Specific Matters 32 545 981 3,536
Loss on write down of assets 3,401 3,122 6,433 11,703
Turnaround costs 436 17,143 6,158 37,781
Growth Initiatives 64 436 470 1,378
Adjusted EBITDA $ 54,084 $ 37,566 $ 161,546 $ 129,520

Ammonia, AN, Nitric Acid, UAN Sales Price Reconciliation

The following table provides a reconciliation of total identified net sales as reported under GAAP in our consolidated financial statements reconciled to netback sales which is calculated as net sales less freight and other non-netback costs. We believe this provides a relevant industry comparison among our peer group.

Three Months Ended<br>December 31, Twelve Months Ended<br>December 31,
2025 2024 2025 2024
(In Thousands) (In Thousands)
Ammonia, AN, Nitric Acid, UAN net sales $ 157,635 $ 127,946 $ 579,206 $ 488,575
Less freight and other 15,458 17,839 66,768 63,047
Ammonia, AN, Nitric Acid, UAN netback sales $ 142,177 $ 110,107 $ 512,438 $ 425,528