SCHEDULE: Robotti Group Cuts LSB Industries Stake Below 5%

Sentiment:

Amendment to Schedule 13D


The Robotti Group has reduced its beneficial ownership in LSB Industries Inc. to 4.89%, falling below the 5% reporting threshold.

Worse than expectedThe Robotti Group, a long-term investor, has reduced its beneficial ownership in LSB Industries Inc. below the 5% threshold.This reduction was driven by significant open market sales of 713,980 shares over the past 60 days.

Summary

  • The Robotti Group, comprising Robert E. Robotti and affiliated entities, reported a decrease in their aggregate beneficial ownership of LSB Industries Inc. Common Stock.
  • As of December 19, 2025, the group beneficially owns 3,528,347 shares, representing 4.89% of the outstanding Common Stock.
  • This percentage is based on 71,944,499 shares of Common Stock outstanding as of October 24, 2025.
  • The group ceased to be a beneficial owner of more than five percent of the class of securities on December 19, 2025.
  • Between November 10, 2025, and December 19, 2025, various entities within the Robotti Group executed multiple 'Sell' transactions in the open market.
  • These sales involved a total of 713,980 shares, with weighted average prices ranging from $8.7117 to $9.6049 per share.
  • The shares were acquired for investment purposes, and the reporting persons maintain flexibility for future actions, including further purchases or sales.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to a significant long-term investor reducing their stake below a key reporting threshold through substantial sales. While the group maintains flexibility for future actions, the current activity is divestment.

Positives

  • The reporting persons state they are 'long-term, buy-and-hold, supportive, active owners' and have been invested in the Issuer since 2010, indicating a historical commitment.
  • The group reserves the right to purchase additional securities in the future, suggesting potential for renewed investment.

Negatives

  • The Robotti Group has reduced its stake in LSB Industries Inc. below the 5% beneficial ownership threshold, indicating a significant reduction in their investment.
  • A series of 'Sell' transactions totaling 713,980 shares occurred over the past 60 days, suggesting a divestment strategy.

Future Outlook

The Reporting Persons reserve the right to change their plan and intentions at any time as they deem appropriate. They may in the future take actions including purchasing additional securities, selling some or all of their securities, engaging in short selling, or hedging transactions. They also retain the flexibility to make proposals concerning M&A activity, changes to capitalization, ownership structure, Board composition, or operations of the Issuer, and to engage with potential consolidation partners.

Management Comments

  • The Common Stock has been acquired by the Reporting Persons for investment purposes and was not acquired with the intent to change or influence control of the Issuer or to participate in any transaction having that purpose or effect except as set forth herein.
  • The Reporting Persons reserve the right to change their plan and intentions at any time as they deem appropriate.
  • The Reporting Persons, as long-term, buy-and-hold, supportive, active owners, will frequently engage with management, boards of directors, and fellow shareholders of our portfolio companies.
  • Some or all of the Reporting Persons have been invested in the Issuer since 2010 through thick and thin.

Industry Context

This filing reflects a specific investment group's portfolio management decision rather than a broad industry trend. While the reduction in a significant institutional stake could draw attention, it does not inherently signal a shift in the broader industry landscape for LSB Industries Inc.

Legal Proceedings

  • None of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons set forth in Schedule A, has during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
  • None of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons set forth on Schedule A, has during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Related Party Transactions

  • The filing details the beneficial ownership structure and shared voting/dispositive power among Robert E. Robotti, Suzanne Robotti, Robotti & Company, Incorporated, Robotti & Company Advisors, LLC, Robotti Securities, LLC, Ravenswood Management Company, LLC, The Ravenswood Investment Company L.P., and Ravenswood Investments III, L.P.
  • A Joint Filing Agreement dated December 19, 2025, was executed by all reporting persons to jointly file this statement.

Stakeholder Impact

  • Shareholders: The reduction in a significant institutional investor's stake could be interpreted negatively, potentially leading to decreased investor confidence or downward pressure on the stock price.
  • Management/Board: The Robotti Group, while reducing its stake, has historically been an 'active owner' and reserves the right to engage with management and propose changes, indicating continued potential for influence despite reduced ownership.

Next Steps

  • The Reporting Persons may continue to hold, purchase additional, or sell more securities of the Issuer.
  • They may engage in short selling or hedging transactions related to the Issuer's securities.
  • They may make proposals regarding M&A, capitalization, ownership structure, Board composition, or operations of the Issuer.
  • They may engage in discussions with potential consolidation partners.

Key Dates

DateDescription
2010Approximate start of Robotti Group's investment in LSB Industries.
August 7, 2023Initial Statement of Beneficial Ownership on Schedule 13D filed.
October 24, 2025Date for which 71,944,499 shares of Common Stock were outstanding, as disclosed in the Issuer's Form 10-Q.
October 30, 2025Date Issuer's Quarterly Report on Form 10-Q was filed with the SEC.
November 10, 2025First reported sale transaction by Robotti Advisor's Advisory Clients.
November 25, 2025First reported sale transactions by RIC and RI.
December 19, 2025Date of event requiring the filing of this statement; Robotti Group ceased to be beneficial owner of more than five percent of the class of securities.

Recommendation

sell

The significant reduction in stake by a long-term, active institutional investor like the Robotti Group, evidenced by substantial open market sales, suggests a loss of conviction or a strategic reallocation of capital away from LSB Industries Inc. This divestment below the 5% threshold, coupled with the volume of shares sold, indicates a negative signal for the stock's near-term performance and warrants a 'sell' recommendation for investors to re-evaluate their positions.

Keywords

LSB Industries, Robotti Group, Schedule 13D, Beneficial Ownership, Stock Sales, Investment Management, SEC Filing, Institutional Investor, Equity Stake

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