Form 4: LSB Industries Director Sells Shares via 10b5-1 Plans

LSB Industries Director Barry H. Golsen reported multiple dispositions of common stock through various trusts and an LLC, primarily under Rule 10b5-1 trading plans.

Summary

• Barry H. Golsen, a Director of LSB Industries, Inc. (LXU), reported changes in his beneficial ownership of common stock.
• Transactions included both acquisitions and dispositions of shares, some without monetary consideration (coded 'G') and others as open market sales (coded 'S').
• On September 15, 2025, a revocable trust associated with Golsen disposed of 327,611 shares of common stock at a price of $0.00.
• On September 15, 2023, BGG Family LLC, in which Golsen has a 50% ownership interest, acquired 327,611 shares of common stock at a price of $0.00.
• On December 30, 2024, BGG Family LLC disposed of 24,000 shares at $0.00, while Irrevocable Family Trusts, for which Golsen is trustee, acquired 24,000 shares at $0.00.
• On December 4, 2025, Irrevocable Family Trusts sold 84,034 shares at a weighted average price of $9.16 per share, and BGG Family LLC sold 28,234 shares at the same weighted average price.
• On December 5, 2025, Irrevocable Family Trusts sold 20,704 shares at a weighted average price of $9.07 per share, and BGG Family LLC sold 6,350 shares at the same weighted average price.
• The sales on December 4 and 5, 2025, were executed pursuant to Rule 10b5-1 trading plans adopted by the Irrevocable Family Trusts and BGG Family LLC on September 4, 2025.
• Golsen clarified that he does not control or share investment control over shares held by Golsen Family, L.L.C. (GFLLC) or subsidiaries of Quad Capital, LLC, and will no longer report them as beneficially owned.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can be perceived negatively, the transactions were executed under pre-planned 10b5-1 arrangements, mitigating the immediate negative signal. The clarification on beneficial ownership also adds transparency.

Positives

• The sales of common stock were conducted under Rule 10b5-1 trading plans, indicating pre-scheduled transactions rather than reactive selling.
• The clarification regarding beneficial ownership of shares held by GFLLC and Quad Capital enhances transparency in reporting.

Negatives

• Director Barry H. Golsen, through various entities, disposed of a significant number of LSB Industries common shares, totaling 139,318 shares in open market sales over two days in December 2025.

Future Outlook

The filing primarily reports past transactions and does not provide explicit forward-looking statements or guidance regarding the company's future performance. However, the adoption of 10b5-1 trading plans on September 4, 2025, indicates a pre-determined strategy for future stock sales by the reporting person's affiliated entities.

Management Comments

• "The reporting person previously reported indirect ownership of shares held directly by Golsen Family, L.L.C. ('GFLLC') and by subsidiaries of Quad Capital, LLC ('Quad Capital'). The reporting person is not a controlling member of GFLLC or of Quad Capital and does not have or share investment control over the portfolio securities held by GFLLC or over the portfolio securities held by Quad Capital or its subsidiaries. Based on further review, this Form 4 does not include the shares held by GFLLC or by subsidiaries of Quad Capital, and the reporting person does not intend to report such shares as beneficially owned in future Section 16 reports."

Industry Context

This Form 4 filing details insider transactions for a director of LSB Industries, Inc., a company operating in the chemical manufacturing sector. While the filing itself is specific to individual stock ownership changes, it provides insight into insider sentiment and liquidity needs, which can be a factor for investors evaluating companies within the broader industry.

Corporate Governance

Related Party Transactions

• Transactions involving transfers of shares at $0.00 between the reporting person's revocable trust, BGG Family LLC (50% owned by reporting person and spouse), and Irrevocable Family Trusts (for which the reporting person is trustee and beneficiaries include his children and grandchildren) are considered related party transactions.

Stakeholder Impact

• Shareholders: Insider selling, even if pre-planned, can sometimes be interpreted as a lack of confidence, potentially influencing investor sentiment. However, the 10b5-1 plans suggest a pre-determined financial strategy rather than a reaction to company-specific news.
• Regulatory Authorities: The clarification on beneficial ownership reporting enhances compliance and transparency, which is favorable for regulatory oversight.

Next Steps

• The reporting person does not intend to report shares held by GFLLC or subsidiaries of Quad Capital as beneficially owned in future Section 16 reports.

Key Dates

Recommendation

While the filing indicates significant insider selling by a director, these transactions were executed under pre-arranged 10b5-1 trading plans. Such plans typically reflect personal financial planning rather than a direct signal about the company's immediate prospects. A single Form 4, especially one involving pre-planned sales, is generally not sufficient to alter a fundamental investment thesis. Investors should monitor future insider activity and company performance, but this filing alone does not warrant a change from a 'hold' position.

Keywords

LSB Industries, LXU, Form 4, Insider Trading, Beneficial Ownership, 10b5-1 Plan, Stock Sales, Director Transactions, Equity Securities