LXU 8-K
Lsb Industries, Inc. (LXU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code
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) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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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.
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Exhibit |
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the XBRL document) |
2
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
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LSB INDUSTRIES, INC. |
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By: |
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/s/ Cheryl A. Maguire |
Name: |
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Cheryl A. Maguire |
Title: |
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Executive Vice President and Chief Financial Officer |
3
Exhibit 99.1
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
Full Year 2025 Results and Highlights
“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.”
1
“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
2
Low Carbon Ammonia Projects Summary
Fourth Quarter Results Overview
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For the Three Months Ended December 31, |
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2025 |
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2024 |
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% Change |
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Product Sales ($ in Thousands) |
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(In Thousands) |
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AN & Nitric Acid |
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$ |
64,683 |
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$ |
57,620 |
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12 |
% |
Urea ammonium nitrate (UAN) |
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43,505 |
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30,132 |
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44 |
% |
Ammonia |
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49,447 |
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40,194 |
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23 |
% |
Other |
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7,414 |
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6,960 |
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7 |
% |
Total net sales |
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$ |
165,049 |
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$ |
134,906 |
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Comparison of Fourth Quarter of 2025 to 2024:
The following tables provide key sales metrics for our products:
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For the Three Months Ended December 31, |
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Key Product Volumes (short tons sold) |
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2025 |
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2024 |
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% Change |
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AN & Nitric Acid |
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169,702 |
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150,054 |
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13 |
% |
Urea ammonium nitrate (UAN) |
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114,949 |
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114,875 |
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0 |
% |
Ammonia |
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89,771 |
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85,678 |
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5 |
% |
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374,422 |
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350,607 |
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7 |
% |
Average Selling Prices (price per short ton) (A) |
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AN & Nitric Acid |
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$ |
334 |
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$ |
308 |
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8 |
% |
Urea ammonium nitrate (UAN) |
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$ |
336 |
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$ |
221 |
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52 |
% |
Ammonia |
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$ |
522 |
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$ |
449 |
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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.
3
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For the Three Months Ended December 31, |
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Average Benchmark Prices (price per ton) |
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2025 |
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2024 |
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% Change |
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Tampa Ammonia Benchmark |
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$ |
627 |
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$ |
564 |
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11 |
% |
NOLA UAN |
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$ |
320 |
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$ |
230 |
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39 |
% |
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Three Months Ended December 31, |
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2025 |
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2024 |
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% Change |
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Input Costs |
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Average natural gas cost/MMBtu in cost of materials and other |
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$ |
3.35 |
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$ |
2.45 |
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37 |
% |
Average natural gas cost/MMBtu used in production |
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$ |
3.57 |
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$ |
2.79 |
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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 |
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Sales Volume (tons): |
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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 |
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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.
4
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: Cheryl Maguire, Executive Vice President & CFO (405) 510-3524
David Kimmel, Director of Communications (405) 815-4645 |
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5
LSB Industries, Inc.
Consolidated Statements of Operations
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Three Months Ended |
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Twelve Months Ended |
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December 31, |
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December 31, |
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2025 |
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2024 |
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2025 |
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2024 |
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(In Thousands, Except Per Share Amounts) |
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Net sales |
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$ |
165,049 |
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$ |
134,906 |
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$ |
615,208 |
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$ |
522,400 |
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Cost of sales |
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123,847 |
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128,857 |
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510,906 |
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474,603 |
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Gross profit |
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41,202 |
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6,049 |
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104,302 |
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47,797 |
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Selling, general and administrative expense |
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11,177 |
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9,884 |
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41,507 |
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41,767 |
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Other expense (income), net |
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3,341 |
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2,910 |
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5,521 |
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11,535 |
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Operating income (loss) |
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26,684 |
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(6,745 |
) |
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57,274 |
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(5,505 |
) |
Interest expense, net |
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7,344 |
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8,223 |
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30,657 |
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34,452 |
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(Gain) loss on extinguishments of debt |
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(7 |
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— |
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52 |
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(3,013 |
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Non-operating income, net |
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(1,384 |
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(1,764 |
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(5,984 |
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(10,907 |
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Income (loss) before provision (benefit) for income taxes |
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20,731 |
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(13,204 |
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32,549 |
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(26,037 |
) |
Provision (benefit) for income taxes |
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4,599 |
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(4,055 |
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7,936 |
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(6,684 |
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Net income (loss) |
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$ |
16,132 |
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$ |
(9,149 |
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$ |
24,613 |
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$ |
(19,353 |
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Income (loss) per common share |
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Basic: |
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Net income (loss) |
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$ |
0.22 |
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$ |
(0.13 |
) |
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$ |
0.34 |
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$ |
(0.27 |
) |
Diluted: |
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Net income (loss) |
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$ |
0.22 |
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$ |
(0.13 |
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$ |
0.34 |
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$ |
(0.27 |
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6
LSB Industries, Inc.
Consolidated Balance Sheets
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December 31, |
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2025 |
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2024 |
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(In Thousands) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
19,511 |
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$ |
20,230 |
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Short-term investments |
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128,960 |
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163,971 |
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Accounts receivable |
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57,609 |
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39,083 |
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Allowance for doubtful accounts |
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(401 |
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(323 |
) |
Accounts receivable, net |
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57,208 |
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38,760 |
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Inventories: |
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Finished goods |
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16,705 |
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22,382 |
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Raw materials |
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1,605 |
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2,519 |
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Total inventories |
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18,310 |
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24,901 |
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Supplies, prepaid items and other: |
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Prepaid insurance |
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12,588 |
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14,345 |
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Precious metals |
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14,538 |
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11,596 |
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Supplies |
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33,399 |
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31,995 |
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Other |
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5,380 |
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3,916 |
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Total supplies, prepaid items and other |
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65,905 |
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61,852 |
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Assets held for sale |
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3,400 |
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— |
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Total current assets |
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293,294 |
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309,714 |
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Property, plant and equipment, net |
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833,525 |
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847,570 |
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Other assets: |
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Operating lease assets |
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45,571 |
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28,727 |
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Intangible and other assets, net |
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1,149 |
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1,177 |
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Total other assets |
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46,720 |
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29,904 |
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Total assets |
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$ |
1,173,539 |
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$ |
1,187,188 |
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7
LSB Industries, Inc.
Consolidated Balance Sheets (continued)
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December 31, |
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2025 |
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2024 |
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(In Thousands) |
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Liabilities and Stockholders' Equity |
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Current liabilities: |
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Accounts payable |
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$ |
64,514 |
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$ |
82,180 |
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Short-term financing |
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10,686 |
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12,146 |
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Accrued and other liabilities |
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29,551 |
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32,192 |
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Current portion of long-term debt |
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760 |
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9,116 |
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Total current liabilities |
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105,511 |
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135,634 |
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Long-term debt, net |
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440,295 |
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476,163 |
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Noncurrent operating lease liabilities |
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37,668 |
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21,387 |
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Other noncurrent accrued liabilities |
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535 |
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456 |
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Deferred income taxes |
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69,557 |
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61,908 |
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Commitments and contingencies |
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Stockholders' equity: |
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Common stock, $.10 par value per share; 150 million shares |
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9,117 |
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9,117 |
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Capital in excess of par value |
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506,821 |
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504,578 |
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Retained earnings |
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232,275 |
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207,662 |
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Total stockholders’ equity |
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748,213 |
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721,357 |
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Less treasury stock, at cost: |
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Common stock, 19.5 million shares (19.5 million shares at |
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228,240 |
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229,717 |
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Total stockholders' equity |
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519,973 |
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491,640 |
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Total liabilities and stockholders’ equity |
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$ |
1,173,539 |
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$ |
1,187,188 |
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8
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.
9
Non-GAAP Reconciliations (continued)
LSB Consolidated ($ In Thousands) |
|
Three Months Ended |
|
|
Year Ended |
|
||||||||||
|
|
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 |
|
|
Twelve Months Ended |
|
||||||||||
|
|
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 |
|
10