Material Agreement · Security-Holder Rights

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): May 2, 2024     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 1.01 Entry into a Material Definitive Agreement. On May 2, 2024, LSB Industries, Inc. (the “Company”) entered into the First Amendment (the “Amendment”) to the Amended and Restated Section 382 Rights Agreement (the “Amended and Restated Agreement”) dated August 22, 2023, between the Company and Computershare Trust Company, N.A., as rights agent. The Amendment makes certain technical amendments to the definition of “Beneficial Ownership” (as defined in the Amended and Restated Agreement). The Amendment was not adopted as a result of, or in response to, any effort to acquire control of the Company. The Amendment has been adopted in an effort to preserve the long-term value of the Company’s net operating loss carry-forwards and other tax benefits for United States federal income tax purposes. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.   Item 3.03 Material Modification to Rights of Security Holders The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.   Item 9.01    Exhibits. (d) Exhibits.   Exhibit Number    Description 4.1    First Amendment to Amended and Restated Section 382 Rights Agreement between LSB Industries, Inc. and Computershare Trust Company, N.A., as rights agent, dated as of May 2, 2024 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: May 3, 2024   LSB INDUSTRIES, INC. By:   /s/ Cheryl A. Maguire Name:   Cheryl A. Maguire Title:   Executive Vice President and Chief Financial Officer