Form 8-K

8-K — LSB INDUSTRIES, INC.

Accession: 0001193125-26-437104

Filed: 2026-10-29

Period: 2026-10-29

CIK: 0000060714

SIC: 2810 (INDUSTRIAL INORGANIC CHEMICALS)

Item: Financial Statements and Exhibits

Documents

8-K — lxu-20261029.htm (Primary)

EX-99.1 (lxu-ex99_1.htm)

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8-K

8-K (Primary)

Filename: lxu-20261029.htm · Sequence: 1

8-K

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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): October 29, 2026

LSB INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-7677

73-1015226

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

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)

☐

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:

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 7.01

Regulation FD Disclosure.

On October 29, 2026, LSB Industries, Inc. (the “Company”) made available on its website a financial presentation (the “Presentation”) regarding its financial results for the third quarter ended September 30, 2026. A copy of the Presentation is attached hereto as Exhibit 99.1. The Presentation is incorporated by reference into this Item 7.01, and the foregoing description of the Presentation is qualified in its entirety by reference to Exhibit 99.1.

The information contained in the Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in the Presentation, although it may do so from time to time as its management believes is warranted.

The information contained in Item 7.01 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 Exchange Act of 1934, as amended (the “Exchange 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 7.01 in such filing.

Item 9.01

Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Financial Presentation (furnished pursuant to Item 7.01).

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: October 29, 2026

LSB INDUSTRIES, INC.

By:

/s/ Cheryl A. Maguire

Name:

Cheryl A. Maguire

Title:

Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

EX-99.1

Filename: lxu-ex99_1.htm · Sequence: 2

Q3’26 Earnings Presentation October 29, 2026 Exhibit 99.1

Statements in this presentation 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 timing for completion of the CCS project at our El Dorado facility, including receipt of Class VI permit approval by the EPA and any acceleration thereof; the cost and expected benefits of the CCS project; 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 and Quarterly Reports on Form 10-Q. 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. Non-GAAP Measures: This presentation contains non-GAAP financial measures, including adjusted EBITDA and free cash flow. Reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are provided in the appendix to this presentation. Estimated future incremental adjusted EBITDA amounts presented herein represent management’s estimates and do not represent expected adjusted EBITDA contribution in any specific fiscal year. Actual results will depend on timing, execution, market conditions and other factors. Forward-Looking Statements

Continued Improved Operational Performance Drives Improved Results Q3’26 Highlights Delivered ~55% and 120% year-over-year growth in adjusted EBITDA(1) and EPS, respectively Continued focus on reliability, efficiency and output at our facilities Expect positive market conditions for both industrial and fertilizer businesses to continue into the first quarter of 2027, as global geopolitical conflicts weigh on international markets Adjusted EBITDA is a non-GAAP financial measure. See the discussion and reconciliation in the appendix.

Global electricity demand is set to grow strongly, driven by electrification, AI-related infrastructure and industrialization Meeting that demand requires copper and other critical minerals, driving a multi-decade structural expansion in mining and strong demand for Ammonium Nitrate (AN) for explosives Elevated copper and gold prices are pushing existing mines to maximize output and new projects to advance as fast as permitting allows; several major projects in Arizona, Nevada and Canada are expected to reach FID in by YE 2026 Positive Outlook on Industrial Markets Industrial Market Source: BloombergNEF Source: S&P Global Projected Annual Growth 2030-2050 14% 12% 14% 17%

Strong Fertilizer Pricing with Positive Outlook Sources: Profercy, Barchart.com Sources: USDA FAS PSD history (Oct-26 Release), Total Consumption (WASDE basis) derived by taking beginning stocks + production less ending stocks Agricultural Market The cost to produce nitrogen for Europe, the global marginal price setter, has increased significantly to ~$1000/MT Currently there is an ~$350/MT incentive for producers to run on imported ammonia instead of producing their own; this should increase merchant ammonia demand for as long as TTF remains elevated, adding support to global ammonia pricing for Q4 We expect healthy nitrogen demand for the 2026/2027 planting season as corn prices have rallied with global consumption of corn projected to outpace production which continues to tighten global stocks to use

~55% Increase YOY in Adjusted EBITDA Improved production performance and disciplined commercial execution enhanced our ability to optimize product mix based on market conditions Positive YOY growth in adjusted EBITDA, adjusted EBITDA margin and EPS TTM Adjusted EBITDA of >$220 million as of 9/30/2026 Q3’26 Financial Results Adjusted EBITDA is a non-GAAP financial measure. See the discussion and reconciliation in the appendix. Adjusted EBITDA margin is a non-GAAP financial measure and is calculated as adjusted EBITDA divided by net sales. See the discussion and reconciliation in the appendix. Q3’26 Q3’25 $159 M $155 M $62 M $40 M 39% 26% Net Sales Adjusted EBITDA1 Adjusted EBITDA Margin2 $ in millions except EPS $0.22 $0.10 Diluted EPS

(1) Resilient Earnings Performance Lower costs and disciplined execution driving improved performance $ in millions Adjusted EBITDA is a non-GAAP financial measure. See the discussion and reconciliation in the appendix. Other costs include plant fixed costs, SG&A, and other items. (1) (2) $40 $24 $(7) $(3) $8 $62

Liquidity Remains Robust Providing Financial Flexibility to Drive Value $132 M(4) $204 M $152 M $442 M $448 M $58 M(4) $34 M(5) $78 M(5) 1.1X 2.0X 09/30/26 Cash & ST Inv. Total Debt Sustaining CAPEX Operating Cash Flow Net Debt(1)/ TTM Adj. EBITDA(2) $ in millions $74 M(4) $44 M(5) Free Cash Flow(3) 09/30/25 $7 M(4) $23 M(5) Investment CAPEX $24 M(4) $-- El Dorado CCS Development Net debt calculated as total long-term debt including current maturities minus cash and cash equivalents and short-term investments. Adjusted EBITDA is a non-GAAP financial measure. See the discussion and reconciliation in the appendix. Free cash flow is a non-GAAP financial measure and is defined as cash flow from operating activities less sustaining capital expenditures. See the discussion and reconciliation in the appendix. For nine months ended September 30, 2026. For nine months ended September 30, 2025. Net Cash is a non-GAAP liquidity measure calculated as free cash flow less investment capital expenditures and El Dorado CCS Development expenditures. Strong operating cash flow and free cash flow Net debt/TTM Adjusted EBITDA at 1.1X, driven by solid Adjusted EBITDA growth(1)(2) Capital allocation focused on the following: $24 MM YTD related to the development of the El Dorado Carbon Capture Sequestration (CCS) project Safety and reliability investments Strengthened balance sheet, positioning the company for organic and inorganic growth opportunities $43 M(4) $21 M(5) Net Cash(6)

$20 million already delivered $75–90 million in execution or identified Company-Driven Levers Build to add $95–$110 Million of Estimated Annual Adjusted EBITDA(1) Represents management’s estimate of annualized adjusted EBITDA run-rate opportunity and does not represent expected adjusted EBITDA contribution in any specific fiscal year. Actual realized contribution will depend on timing, execution, market conditions and other factors. We have not reconciled the forward-looking estimates of adjusted EBITDA to the comparable GAAP measure because applicable information for future periods, on which these reconciliations would be based, is not readily available due to uncertainty regarding, and the potential variability of, cost levels of key production inputs, timing, market conditions and related product demand. Accordingly, reconciliations of the forward-looking estimates of adjusted EBITDA to net income are not available at this time without unreasonable effort. Net of CCS operating costs over the period, subject to continued qualification. Although the credits are expected to be recognized in earnings as they are earned, the timing of related cash inflows may vary depending on the tax credit monetization method selected. As a result, cash receipts may not coincide with earnings recognition. STATUS Delivered In execution Identified Upside to high end of range ~35-40% Captured of the $95–110M potential is expected to be in the run-rate by the end of 2026 ~70-80% Captured in execution: operational improvement + CCS (operations expected by YE 2027) (2)

Appendix

EBITDA and Adjusted EBITDA Reconciliation LSB Consolidated ($ In Thousands) 2026 2025 2026 2025 Net income 16,347 $ 7,115 $ 29,843 $ 8,481 $ Plus: Interest expense and interest income, net 4,925 5,977 15,829 18,616 Loss on extinguishment of debt — — — 59 Depreciation and amortization 22,330 19,423 65,195 60,257 Provision for income taxes 5,543 2,536 1,496 3,337 EBITDA 49,145 35,051 $ 112,363 90,750 $ Stock-based compensation 2,543 1,719 10,210 5,539 Restructuring costs — 1,063 — 1,063 Legal Fees & Settlements - Specific Matters 1,449 485 2,158 949 Loss on disposal or write down of assets 2,896 433 3,826 3,033 Turnaround costs 6,269 1,087 38,964 5,722 Growth Initiatives — 263 — 406 Adjusted EBITDA 62,302 $ 40,101 $ 167,521 $ 107,462 $ Three Months Ended September 30, Nine Months Ended September 30, EBITDA is defined as net income (loss) plus interest expense and interest income net, plus loss (or 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 (or less benefit) for income taxes. 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. EBITDA has limitations and should not be considered in isolation or as a substitute for net income (loss), operating income (loss), 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 may not be comparable to a similarly titled measure of other companies. The above table provides a reconciliation of net income (loss) to EBITDA for the periods indicated. We have not provided a reconciliation between forecasted incremental EBITDA and net income (loss), the most directly comparable GAAP measure, because applicable information for future periods, on which this reconciliation would be based, is not available without unreasonable effort due to the unavailability of reliable estimates for selling prices and natural gas costs, among other items. These items may vary greatly between periods and could significantly impact future financial results. Adjusted EBITDA is reported to show the impact of non-cash stock-based compensation, non-routine specific legal costs or settlements, 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 costs incurred on growth initiatives, and significant planned maintenance/turnaround costs. We historically have performed Turnaround activities on an annual basis, however we are moving 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. As a result, we believe it is more meaningful for investors to exclude them from our calculation of adjusted EBITDA used to assess our performance. We believe that the inclusion of supplementary adjustments to EBITDA is appropriate to provide additional information to investors about certain items. The above table provides reconciliations of EBITDA excluding the impact of the supplementary adjustments.

Trailing Twelve-Month EBITDA and Adjusted EBITDA* (1 ) See definition of EBITDA on previous page (2) See definition of adjusted EBITDA on previous page *Columns and rows may not foot due to rounding

Net Leverage Reconciliation – Net Debt to Adjusted EBITDA 2026 2025 Net Debt / TTM Adjusted EBITDA Net Debt (1) 238.7 $ 296.4 $ TTM Adjusted EBITDA (2) 221.6 145.0 Net Debt / TTM Adjusted EBITDA 1.1 2.0 TTM Ended September 30, (In Millions), except ratio amounts 2026 2025 Reconciliation of Total Debt to Net Debt: Long-term debt, net 441.3 $ 447.6 $ Current portion of long-term debt 0.9 0.8 $ Total debt 442.2 448.4 $ Less: Cash and cash equivalents (37.7) (28.0) $ Less: Short-term investments (165.8) (124.0) $ Net Debt 238.7 $ 296.4 $ As of September 30, (In Millions) (1) Net Debt is a non-GAAP financial measure. See the Net Debt reconciliation below. (2) TTM Adjusted EBITDA is a non-GAAP financial measure. See the Trailing Twelve-Moths EBITDA and Adjusted EBITDA reconciliation on page 12. Net Debt to Adjusted EBITDA Net Debt

Reconciliation – Cash Flows 2026 2025 Reconciliation of Net Cash Provided by Operating Activities to Net Cash: Net cash provided by operating activities 131.7 $ 77.6 $ Less: Sustaining capital expenditures (1) (57.5) (34.0) Free cash flow (2) 74.2 $ 43.6 $ Less: Investment capital expenditures (3) (6.9) (22.3) Less: El Dorado CCS Development expenditures (4) (24.1) — Net Cash 43.2 $ 21.3 $ Nine Months Ended September 30, (In Millions) 2026 2025 Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow: Net cash provided by operating activities 131.7 $ 77.6 $ Less: Sustaining capital expenditures (1) (57.5) (34.0) Free Cash Flow 74.2 43.6 Nine Months Ended September 30, (In Millions) (1) Sustaining capital expenditures represent capital expenditures necessary to maintain the efficiency, production levels and safety of the Company's manufacturing facilities. Net Cash Free Cash Flow (1) Sustaining capital expenditures represent capital expenditures necessary to maintain the efficiency, production levels and safety of the Company's manufacturing facilities. (2) Free cash flow is a non-GAAP liquidity measure calculated as net cash provided by operating activities less sustaining capital expenditures. Free cash flow should not be considered in isolation or as a substitute for measures of liquidity prepared in accordance with GAAP and does not necessarily represent cash available for discretionary expenditures. (3) Investment capital expenditures represent capital expenditures intended to increase future gross profit through increased production volumes or reduced costs. (4) El Dorado CCS Development expenditures represent capital expenditures to develop the Company's CO2 capture and sequestration project at its El Dorado Facility.

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true only for a security having no trading symbol.

+ References

No definition available.

+ Details

Name:

dei_NoTradingSymbolFlag

Namespace Prefix:

dei_

Data Type:

dei:trueItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Details

Name:

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Namespace Prefix:

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- Details

Name:

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