LSB Industries, Inc. Form 8-K Summary
Business Context and Reporting Period
This Form 8-K Current Report, dated February 4, 2026, details the approval of 2026 annual long-term incentive awards (LTIP Grants) by the Compensation Committee of LSB Industries, Inc. The filing covers grants made to executive officers under the Company's 2025 Long-Term Incentive Plan and a specific side letter agreement with the CEO.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation structures and equity award mechanics.
Material Changes and Compensation Details
The Compensation Committee approved 2026 LTIP Grants consisting of Time-Based Restricted Stock Units (TRSUs) and Performance-Based Restricted Stock Units (PRSUs). The total number of units granted to each executive is as follows:
| Executive Officer | Title | TRSUs Granted | PRSUs Granted |
|---|---|---|---|
| Mark T. Behrman | President and CEO | 153,604 | 153,604 |
| Cheryl A. Maguire | EVP and CFO | 29,462 | 29,462 |
| Michael J. Foster | EVP, General Counsel and Secretary | 26,545 | 26,545 |
| Kristy D. Carver | SVP and Treasurer | 8,124 | 8,124 |
| Damien J. Renwick | EVP and Chief Commercial Officer | 25,115 | 25,115 |
| Scott D. Bemis | EVP - Manufacturing | 10,584 | 10,584 |
Performance Metrics Changes:
- TRSUs: Vest ratably over three years subject to continued service.
- PRSUs: Based on a three-year performance cycle. The first year's metric is Return on Net Assets (RONA), with payout ranging from 50% to 200% of target.
- TSR Modifier: Final PRSU vesting is adjusted by a Total Shareholder Return modifier (80% to 120%) relative to a peer group. If absolute TSR is negative, the modifier is capped at the target level.
- Accelerated Vesting: Added provisions for accelerated vesting upon Qualifying Retirement, Change in Control, termination without Cause, resignation for Good Reason, death, or disability.
CEO Side Letter Agreement: On February 10, 2026, a side letter was executed with CEO Mark T. Behrman. It amends all outstanding equity awards to include qualifying retirement provisions. Upon qualifying retirement (age 63+ with 5+ years of service), all TRSUs vest in full, and PRSUs vest at the greater of target or actual performance through the retirement date.
Guidance, Outlook, and Risks
The filing does not contain financial guidance, outlook, or general risk factors. The primary contingency noted is the discretion of the Compensation Committee to modify performance metrics annually and the specific conditions required for accelerated vesting under the new agreements.
Key Facts for Investor Verification
- Verify the specific peer group used for the Total Shareholder Return (TSR) modifier calculation.
- Confirm the exact definition of "Qualifying Retirement" in the context of the CEO's side letter versus the standard award agreement.
- Monitor future filings for the specific performance targets set for the 2026 Covered Year regarding Return on Net Assets.
- Review the full text of Exhibit 10.1 (Award Agreement) and Exhibit 10.2 (Side Letter) for detailed legal definitions of termination events and vesting acceleration.