{"url_path":"/sec/lxu/8-k/2026-04-27/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/60714/0001193125-26-182194-index.html","accession_number":"0001193125-26-182194","cik":"0000060714","ticker":"LXU","issuer_name":"LSB INDUSTRIES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/60714/0001193125-26-182194-index.html","primary_entity_key":"0000060714","primary_entity_name":"LSB INDUSTRIES, INC."},"word_count":433,"has_tables":true,"body_markdown":"Item 5.02\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\n \n\nCEO One-Time Retention Award\n\nOn April 24, 2026, the compensation committee (the “Compensation Committee”) of the board of directors of LSB Industries, Inc. (the “Company”) approved a one-time retention grant of 706,880 restricted stock units (“RSUs”) to Mark T. Behrman, the Company’s Chairman, President and Chief Executive Officer, under the Company’s 2025 Long-Term Incentive Plan (the “Plan”), pursuant to an RSU Award Agreement, dated April 24, 2026 (the “Award Agreement”). The Award Agreement is intended to further align Mr. Behrman’s interests with those of the Company’s stockholders and to incentivize his continued contribution to the Company’s growth. Each RSU represents the right to receive one share of the Company’s common stock (or a cash amount equal to its fair market value) upon vesting.\n\nThe RSUs are subject to cliff vesting and will vest and become payable on March 31, 2029 (the “Vesting Date”), subject to Mr. Behrman’s continued service with the Company.\n\nThe Award Agreement provides for accelerated vesting of the RSUs upon certain events. In the event of a Qualifying Separation from Service (as defined in the Award Agreement to mean a termination by the Company without cause, including a non-renewal of Mr. Behrman’s employment agreement, or a resignation by Mr. Behrman for good reason), all outstanding RSUs will vest in full, provided that such Qualifying Separation from Service does not occur in connection with a change in control of the Company. All outstanding RSUs will be forfeited if a Qualifying Separation from Service occurs in connection with a change in control that triggers a lump sum payment to Mr. Behrman and other benefits pursuant to Section 10(e) of his employment agreement.\n\nIn the event of Mr. Behrman’s death or total and permanent disability occurring on or after a change in control, all outstanding RSUs will immediately vest. If such termination occurs prior to a change in control, a pro-rata portion of the RSUs will vest, calculated based on the number of days elapsed from the date of grant relative to the total vesting period, and the remaining RSUs will be forfeited.\n\nEach RSU will be credited with dividend equivalents and such dividend equivalents will be distributed upon settlement of the related RSU and will be forfeited if the underlying RSU is forfeited.\n\nThe description of the Award Agreement above is qualified in its entirety by reference to the Award Agreement approved by the Compensation Committee, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference."}