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What changed in LSB INDUSTRIES, INC.'s 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of LSB INDUSTRIES, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+134 added169 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in LSB INDUSTRIES, INC.'s 2025 10-K

134 paragraphs added · 169 removed · 95 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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ITEM 1. B USINESS Overview All references to “LSB Industries,” “LSB,” the “Company,” “we,” “us,” and “our” refer to LSB Industries, Inc. and its subsidiaries on a consolidated basis, except where the context makes clear that the reference is only to LSB Industries, Inc. itself and not its subsidiaries.
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Item 1. Business–Government Regulation ” of this report, we are subject to numerous federal, state, and local laws and regulations, including matters regarding environmental, health and safety matters. We have developed policies and procedures related to regulatory compliance.
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Notes referenced throughout this document refer to consolidated financial statement footnote disclosures that are found in Item 8. Financial Statements and Supplementary Data of this report.
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We must continually monitor whether we have maintained compliance with such laws and regulations and the operating implications, if any, and amount of penalties, fines and assessments that may result from noncompliance. We will also be obligated to manage certain discharge water outlets and monitor groundwater contaminants at our chemical facilities should we discontinue the operations of a facility.
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Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto under the heading “ Special Note Regarding Forward-Looking Statements – Defined Terms .” LSB is a Delaware corporation, formed in 1968, and headquartered in Oklahoma City, Oklahoma.
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Certain conditions exist which may result in a loss, but which will only be resolved when future events occur relating to these matters.
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LSB is committed to playing a leadership role in the energy transition through the production of low and no carbon products that build, feed and power the world.
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We are involved in various environmental matters that require management to make estimates and assumptions, including matters discussed in “Note 7 – Commitments and Contingencies.” As of December 31, 2025 and 2024, liabilities totaling $0.7 million and $0.6 million, respectively, have been accrued relating to these matters.
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We seek to accomplish this goal through the manufacture and marketing of essential products for the agricultural and industrial markets, and in the future, energy markets, all with an emphasis on a culture of excellence in customer experience.
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It is also reasonably possible that the estimates and assumptions utilized as of December 31, 2025 could change in the near term.
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The Company manufactures ammonia and ammonia-related products in El Dorado, Arkansas (the “El Dorado Facility”), Cherokee, Alabama (the “Cherokee Facility”), and Pryor, Oklahoma (the “Pryor Facility”), and operates a facility on behalf of Covestro LLC (“Covestro”) in Baytown, Texas (the “Baytown Facility”).
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Actual results could differ materially from these estimates and judgments, as additional information becomes known. 38 Income Tax – As discussed under “Income Taxes” in Note 1 – Summary of Significant Accounting Policies and in Note 6 – Income Taxes, income taxes are accounted for under the asset and liability method.
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Our products are sold through distributors and directly to end customers, such as farmers, ranchers, and fertilizer dealers, throughout the United States and parts of Canada, and to explosives manufacturers in the United States and other parts of North America. Our Business Our business manufactures products for two principal markets: (a) Agricultural and (b) Industrial.
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Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. We establish valuation allowances if we believe it is more-likely-than-not that some or all of deferred tax assets will not be realized.
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The chart below highlights representative products and applications in each of our end markets. The products we manufacture at our facilities are primarily derived from natural gas (a raw material). Our facilities and production processes have been designed to produce products that are marketable at nearly each stage of production.
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Significant judgment is applied in evaluating the need for and the magnitude of appropriate valuation allowances against deferred tax assets. As of December 31, 2025 and 2024, our valuation allowance on deferred tax assets was $14.3 million and $14.2 million, respectively.
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This design has allowed us to develop and deploy a business model optimizing the mix of products to capture the value opportunities in the end markets we serve with a focus on balancing our production. 6 The following table summarizes net sales information relating to our products: 2024 2023 Percentage of consolidated net sales: AN & Nitric acid 41 % 37 % Urea ammonium nitrate (UAN) 27 % 26 % Ammonia 26 % 28 % Other 6 % 9 % 100 % 100 % For additional information regarding our net sales, operating results and total assets for the past three fiscal years, see the Consolidated Financial Statements included in this report.
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Non-GAAP Financial Measures Management uses adjusted gross profit as a supplemental measure to review and assess the performance of our core business operations and for planning purposes.
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Our Strategy We aim to be a leader in the energy transition in the chemical industry through the production of low and no carbon products that build, feed and power the world.
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We define adjusted gross profit as gross profit excluding depreciation and amortization and Turnaround expenses associated with our cost of sales, which we believe are not reflective of our operating performance in a given period. Adjusted gross profit is a metric that provides investors with greater transparency to the information used by management in its financial and operational decision-making.
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We plan to accomplish this goal by leveraging our existing business platform and portfolio of assets to produce low carbon products, utilizing our significant manufacturing expertise and experience in ammonia and hydrogen plant operations, optimizing our liquidity and free cash flows to generate growth, and creating a network of partners that bring additional knowledge, expertise and relationships.
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We believe this metric is useful to investors because it facilitates comparisons of our core business operations across periods on a consistent basis. Management believes that the non-GAAP measure presented in this Annual Report on Form 10-K, when viewed in combination with our results prepared in accordance with U.S.
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With respect to our current portfolio of products, we pursue a strategy of balancing the sale of product as fertilizer into the agriculture markets at spot prices or short duration pre-sales and developing industrial customers that purchase substantial quantities of products, primarily under contractual obligations and/or pricing arrangements that generally provide for the pass through of some raw material and other manufacturing costs.
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GAAP, provides a more complete understanding of the factors and trends affecting our business and performance. Adjusted gross profit is not a measure of financial performance under U.S. GAAP, and should not be considered a substitute for gross profit, which we consider to be the most directly comparable U.S. GAAP measure.
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We believe this product and market diversification strategy allows us to have more consistent levels of production compared to some of our competitors and helps reduce the volatility risk inherent in the prices of our raw material and/or the changes in demand for our products.
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Adjusted gross profit has limitations as an analytical tool, and when assessing our operating performance, investors should not consider adjusted gross profit in isolation, or as a substitute for gross profit prepared in accordance with U.S. GAAP.
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The strategy of developing industrial customers helps to moderate the risk inherent in the agricultural markets where spot sales prices of our agricultural products may not have a correlation to natural gas raw material costs but rather reflect market conditions for like and competing nitrogen sources.
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Adjusted gross profit may not be comparable to similarly titled measures of other companies and other companies may not calculate such measure in the same manner as we do. The following table reconciles gross profit to adjusted gross profit.
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This volatility of sales pricing in our agricultural products may, from time to time, compromise our ability to recover our full cost to produce the product. Additionally, the lack of sufficient non-seasonal agricultural sales volume to operate our manufacturing facilities at optimum levels can preclude us from balancing production and storage capabilities.
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Year Ended December 31, 2025 2024 Reconciliation of Gross Profit to Adjusted Gross Profit: (In Thousands) Gross profit $ 104,302 $ 47,797 Depreciation and amortization 81,623 74,260 Turnaround expenses 6,158 37,781 Adjusted gross profit $ 192,083 $ 159,838 39
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Looking forward, we remain focused on upgrading margins by maximizing downstream production. Our strategy calls for further development of industrial customers who assume the volatility risk associated with the raw material costs and mitigate the effects of seasonality in the agricultural sector.
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Our strategy also includes evaluating further investments in low carbon opportunities, potential acquisitions of strategic assets or companies, joint ventures with other companies and investments in additional production capacity where we believe those acquisitions, joint ventures or expansion of production capacity will enhance the value of the Company and provide appropriate returns.
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Key Operating Initiatives for 2025 As discussed in more detail under “ Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations–Key Operating Initiatives ,” we believe our future results of operations and financial condition will depend significantly on our ability to successfully implement the following key initiatives: • Investing to Improve Environmental, Health & Safety and Reliability at our Facilities while Supplying our Customers with Products of the Highest Quality; • Continue Optimization and Increase the Breadth of Distribution of our Product Mix; • Development of Low Carbon Ammonia and Clean Energy Projects; • Evaluate and Pursue Organic Capacity Expansion; and • Evaluate Acquisitions of Strategic Assets or Companies.
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As for our liquidity, we had approximately $221 million of combined cash and cash equivalents, short-term investments and borrowing capacity at the end of 2024, which we believe provides us with ample liquidity to fund our operations and meet our current obligations. Also see discussions in “ Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations–Liquidity and Capital Resources ”. 7 Our Competitive Strengths Strategically Located Chemical Assets Our business benefits from highly advantageous locations with logistical and distribution benefits.
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We have access to the Nustar ammonia pipeline from the Gulf Coast of the United States at our El Dorado Facility, which provides low-cost transportation to distribution points.
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The El Dorado Facility also has rail access providing favorable freight logistics to our industrial and agricultural customers and cost advantages when selling a number of our products west of the Mississippi River. Our Cherokee Facility is located east of the Mississippi River, allowing it to reach customers that are not freight logical for our competitors.
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Our Cherokee Facility sits adjacent to the Tennessee River, providing barge receipt and shipping access, in addition to truck and rail delivery access. Our Pryor Facility is located in the heart of the Southern Plains with strategic rail and truck delivery access.
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Advantaged Raw Material Cost Position We have access to low-cost (relative to international markets) natural gas in the United States, which allows for significant cost advantages as compared to comparable production facilities in Europe and other parts of the world.
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Diversified Sources of Revenue Our business serves a broad range of agricultural and industrial end markets, which we believe diminishes the cyclicality of our financial performance. The flexible nature of our production process and storage capability allows us the ability to shift our product mix based on end market demand.
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Agricultural Market Conditions As discussed in more detail under “ Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations–Key Industry Factors ”, the price at which our agricultural products are ultimately sold depends on numerous factors, including the supply and demand for nitrogen fertilizers which, in turn, depends upon world grain demand and production levels, the cost and availability of transportation and storage, weather conditions, competitive pricing and the availability of imports, all of which impact competition.
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Additionally, expansions or upgrades of competitors’ facilities and international and domestic political and economic developments continue to play an important role in the global nitrogen fertilizer industry economics. These factors can affect, in addition to selling prices, the level of inventories in the market which can cause price volatility and affect product margins.
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We sell our agricultural products at the current spot market price for either immediate shipment or as part of forward sales commitments, depending on fertilizer seasonality and our forward pricing point of view.
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Looking forward to 2025, we expect ammonia pricing to moderate for a variety of reasons, including: the anticipated start-up of new production capacity in both the United States and internationally; an increase in Russian exports; and continued muted demand for nitrogen products from the global industrial sector, particularly in Asia.
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Upside to our pricing expectations could be driven by a variety of factors, including: a continued increase in energy prices; a strengthening Chinese economy driving increased industrial market demand; further delays in new production capacity coming online; gas curtailments in regions exporting ammonia; a lower interest rate environment; the potential impact of United States import tariffs; and supportive weather dynamics.
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Agricultural Products We produce and sell UAN, HDAN and ammonia, all of which are nitrogen-based fertilizers. We sell these agricultural products to farmers, ranchers, fertilizer dealers and distributors primarily in the ranch land and grain production markets in the United States.
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Our nitrogen-based fertilizers are used to grow food crops, biofuel feedstock crops, and pasture forage for grazing livestock and forage production. We maintain long-term relationships with wholesale agricultural distributors and retailers and also sell directly to agricultural end-users through our wholesale and retail distribution centers. The demand for nitrogen fertilizer products in the agricultural industry is seasonal.
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If seasonal demand is less than we expect, we may be left with excess inventory that will have to be stored (in which case our results of operations will be negatively affected by any related increased storage costs) or liquidated (in which case the selling price may be below our production, procurement and storage costs).
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Industrial Market Conditions As discussed in more detail in “ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations–Key Industry Factors ,” in our industrial markets, our sales volumes are typically driven by changes in general economic conditions, energy prices, metals market prices and our contractual arrangements with certain large customers.
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For our other products, our sales volumes are typically driven by changes in the overall North American consumption levels of mining products, which can be impacted by weather.
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Additionally, changes in natural gas prices and demand in renewable power sources, such as wind and solar in the electrical generation sector, will impact demand for our other products and impact competition within the other sectors of this market.
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Our industrial business competes based upon service, price and location of production and distribution sites, product quality and performance as part of the value-added services offered to certain customers. 8 Looking forward to 2025, we expect demand for our industrial products to be stable, despite persistent global economic challenges.
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We anticipate that nitric acid demand will remain steady, reflecting the strength of the United States economy and robust consumer spending levels. Demand for AN for use in mining applications should continue to benefit from positive exposure to copper, gold and iron ore mining, as well as continued attractive market fundamentals for aggregate production relating to infrastructure construction.
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While some degree of economic uncertainty persists, we believe that we have a meaningful degree of downside protection in our industrial business given our diverse customer base, the nature of our contracts and our ability to shift our production mix to products where demand and pricing are strongest.
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Industrial Products We manufacture and sell industrial acids and other chemical products primarily to the polyurethane intermediates, paper, fibers, emission control, and electronics industries. In addition, we produce and sell blended and regular nitric acid and industrial and high purity ammonia for many specialty applications, including the reduction of air emissions from power plants.
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Sales of our industrial products are generally made to customers pursuant to sales contracts or pricing arrangements on terms that include the cost of the primary raw materials as a pass-through component in the sales price.
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These contractual sales stabilize the effect of commodity cost changes and fluctuations in demand for these products due to the cyclicality of the end markets. We operate the Baytown Facility on behalf of Covestro and we believe it is one of the largest and most technologically advanced nitric acid manufacturing units in the United States.
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We operate and maintain this facility pursuant to a long-term operating contract in exchange for a management fee, which is not significant to our results of operations. The term of this agreement runs until October 2029 with options for renewal by mutual agreement between us and Covestro.
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Our industrial products sales volumes are dependent upon general economic conditions, primarily in the housing, automotive, and paper industries. Our sale prices generally vary with the market price of ammonia, sulfur or natural gas, as applicable, in our pricing arrangements with customers.
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We also produce and sell LDAN, HDAN and AN solution for use in other applications, which are primarily used as AN fuel oil and specialty emulsions for usage in the quarry and the construction industries and for metals mining.
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We have signed long-term contracts with certain customers that provide for the annual sale of LDAN mostly under natural gas cost pass through pricing arrangements. One of our customers has a plant located at our El Dorado Facility. Raw Materials The products we manufacture at our facilities are primarily derived from natural gas.
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This raw material is a commodity and subject to price fluctuations. Natural gas is the primary raw material for producing ammonia, UAN, nitric acid and acid blends and other products at our El Dorado, Cherokee and Pryor Facilities. During 2024, we purchased approximately 28.4 million MMBtus of natural gas.
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The chemical facilities’ natural gas requirements are generally purchased at spot market price. Periodically, we enter into volume purchase commitments and/or forward contracts to fix the cost of certain expected natural gas requirements primarily to match quantities needed to produce product that have been sold forward.
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At December 31, 2024, we had natural gas contracts of approximately 0.6 million MMBtus, at an average cost of $3.70 per MMBtu. These contracts extend through March 2025. See further discussion relating to the outlook for our business under “

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur management is currently evaluating and pursuing certain such opportunities, and from time to time separately provides indications of interest in respect of similar transactions, which may be significant. Any such discussions may or may not result in the consummation of a transaction, and we may not be able to identify or complete any of these potential acquisitions.
Biggest changeWe may engage in certain strategic transactions which may adversely affect our financial condition. An important part of our business strategy is the acquisition of strategic assets or companies. Our management is currently evaluating and pursuing certain such opportunities, and from time to time separately provides indications of interest in respect of similar transactions, which may be significant.
These covenants and other restrictions limit our ability to, among other things: incur additional debt or issue preferred shares; pay dividends on, repurchase or make distributions in respect of capital stock, or make other restricted payments; make investments or certain capital expenditures; sell or transfer assets; create liens on assets to secure debt; engage in certain fundamental corporate changes or changes to our business activities; make certain material acquisitions; consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; enter into transactions with affiliates; designate subsidiaries as unrestricted subsidiaries; and repay, repurchase or modify certain subordinated and other material debt.
These covenants and other restrictions limit our ability to, among other things: incur additional debt or issue preferred shares; pay dividends on, repurchase or make distributions in respect of capital stock, or make other restricted payments; make investments or certain capital expenditures; sell or transfer assets; create liens on assets to secure debt; engage in certain fundamental corporate changes or changes to our business activities; make certain material acquisitions; 18 consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; enter into transactions with affiliates; designate subsidiaries as unrestricted subsidiaries; and repay, repurchase or modify certain subordinated and other material debt.
If we are unsuccessful, we will need to reduce or delay investments and capital expenditures, dispose of other assets or operations, seek 17 additional capital, or restructure or refinance debt. These alternative measures may not be successful, may not be completed on economically attractive terms, or may not be adequate for us to meet our debt obligations when due.
If we are unsuccessful, we will need to reduce or delay investments and capital expenditures, dispose of other assets or operations, seek additional capital, or restructure or refinance debt. These alternative measures may not be successful, may not be completed on economically attractive terms, or may not be adequate for us to meet our debt obligations when due.
New requirements or interpretations along with the expanding scope of regulation may increase our future expenditures to comply with environmental requirements. We try to anticipate future regulatory requirements that might be imposed and plan accordingly to remain in compliance with changing environmental laws and regulations and to minimize the costs of compliance.
New requirements or interpretations along with the expanding scope of regulation may increase our future 19 expenditures to comply with environmental requirements. We try to anticipate future regulatory requirements that might be imposed and plan accordingly to remain in compliance with changing environmental laws and regulations and to minimize the costs of compliance.
Future production of natural gas from shale formations could be reduced by regulatory changes that restrict drilling or hydraulic fracturing or increase its cost or by reduction in oil exploration and development prompted by lower oil prices and resulting in production of less associated natural gas.
In addition, future production of natural gas from shale formations could be reduced by regulatory changes that restrict drilling or hydraulic fracturing or increase its cost or by reduction in oil exploration and development prompted by lower oil prices and resulting in production of less associated natural gas.
The United States may enact new laws, regulations and interpretations relating to climate change, including potential cap-and-trade systems, carbon taxes and other requirements relating to reduction of carbon footprints and/or greenhouse gas emissions.
The United States may enact new laws, regulations and interpretations relating to climate change, including potential cap-and-trade systems, carbon taxes and other requirements relating to reporting and reduction of carbon footprints and/or greenhouse gas emissions.
The federal government and some of the states and localities in which we operate have considered or have enacted certain climate change laws and regulations relating to greenhouse gas emissions or requiring disclosure of greenhouse gas emissions.
The federal government and some of the states and localities in which we operate have considered or have enacted certain climate change laws and regulations relating to greenhouse gas emissions or requiring disclosure of 21 greenhouse gas emissions.
As a result, we may experience higher than anticipated levels of 21 employee attrition and may not be able to hire sufficiently qualified personnel in adequate numbers to meet our needs.
As a result, we may experience higher than anticipated levels of employee attrition and may not be able to hire sufficiently qualified personnel in adequate numbers to meet our needs.
Risks Relating to Stockholders Todd Boehly (“Boehly”), through an affiliate, has a significant influence over us, which could limit other stockholders’ ability to influence the outcome of key transactions, including a change of control. TLB-LSB, LLC (“TLB-LSB”), which is an affiliate of Boehly, beneficially owns, in the aggregate approximately 21% of our outstanding common stock as of December 31, 2024.
Risks Relating to Stockholders Todd Boehly (“Boehly”), through an affiliate, has a significant influence over us, which could limit other stockholders’ ability to influence the outcome of key transactions, including a change of control. TLB-LSB, LLC (“TLB-LSB”), which is an affiliate of Boehly, beneficially owns, in the aggregate approximately 21% of our outstanding common stock as of December 31, 2025.
Various of these rules have been either struck down in court or repealed with changes in administration. The EPA’s most recent attempt to limit greenhouse gasses from power plants was finalized in 2024 and was subject to immediate legal challenge. Should the rule be upheld, it could result in increased electricity costs.
Various of these rules have been either struck down in court or repealed with changes in administration. The EPA’s most recent attempt to limit greenhouse gasses from power plants was finalized in 2024 and was subject to immediate legal challenge. Should the rule be upheld, it could result in increased electricity costs and increased operating restrictions.
Such liability is often strict and joint and several, meaning that we may be required to pay a 19 disproportionate share of remediation costs if other responsible parties are unable to pay. Additionally, we could be required to conduct additional cleanup at sites where we previously participated in remediation efforts in response to new information or new regulatory requirements.
Such liability is strict and joint and several, meaning that we may be required to pay a disproportionate share of remediation costs if other responsible parties are unable to pay. Additionally, we could be required to conduct additional cleanup at sites where we previously participated in remediation efforts in response to new information or new regulatory requirements.
Explosions and/or losses at other chemical facilities that we do not own (such as the April 2013 explosion in West, Texas) could also result in new or additional legislation or regulatory changes, particularly relating to public health, safety or any of the products manufactured and/or sold by us or the inability on the part of our customers to obtain or maintain insurance as to certain products manufactured and/or sold by us, which could have a negative effect on our revenues, cash flow and liquidity.
Explosions, release incidents, and/or losses at other chemical facilities that we do not own or operate (such as the April 2013 explosion in West, Texas) could also result in new or additional legislation or regulatory changes, particularly relating to public health, safety or any of the products manufactured and/or sold by us or the inability on the part of our customers to obtain or maintain insurance as to certain products manufactured and/or sold by us, which could have a negative effect on our revenues, cash flow and liquidity.
Therefore, substantial changes in these factors could adversely affect our operating results, liquidity, financial condition and capital resources.
Therefore, substantial changes in these macroeconomic factors could adversely affect our operating results, liquidity, financial condition and capital resources.
For example, we may not be able to maintain a level of cash flows sufficient to pay the principal and interest on our debt, including the $478 million principal amount of our 6.25% senior secured notes due 2028 (the “Senior Secured Notes”).
For example, we may not be able to maintain a level of cash flows sufficient to pay the principal and interest on our debt, including the $438.6 million principal amount of our 6.25% senior secured notes due 2028 (the “Senior Secured Notes”).
We rely on railroad, trucking, pipeline and other transportation service providers to transport raw materials to our manufacturing facilities, to coordinate and deliver finished products to our storage and distribution system and our retail centers and to ship finished products to our customers.
We rely on railroad, trucking, pipeline and other transportation service providers to transport raw materials to our manufacturing facilities, to coordinate and deliver finished products to our storage and distribution system and to ship finished products to our customers.
Competitive factors could require us to reduce prices or increase spending on product development, marketing and sales, which could have a material adverse effect on our business, results of operation and financial condition. We compete with many U.S. producers and producers in other countries, including state-owned and government-subsidized entities.
Competitive factors could require us to reduce prices or increase spending on product development, marketing and sales, which could have a material adverse effect on our business, results of operation and financial condition. We compete with many United States producers and producers in other countries, including state-owned and government-subsidized entities.
If seasonal demand is greater than we expect, we may experience product shortages, and customers of ours may turn to our competitors for products that they would otherwise have purchased from us. A substantial portion of our sales is dependent upon a limited number of customers. For 2024, five customers accounted for approximately 30% of our consolidated net sales.
If seasonal demand is greater than we expect, we may experience product shortages, and customers of ours may turn to our competitors for products that they would otherwise have purchased from us. A substantial portion of our sales is dependent upon a limited number of customers. For 2025, five customers accounted for approximately 32% of our consolidated net sales.
Certain of our debt instruments also provide special rights in a change of control, including in some cases the ability to be repaid in full or redeemed. We have authorized and unissued (including shares held in treasury) approximately 78.4 million shares of common stock and approximately 5.2 million shares of preferred stock as of December 31, 2024.
Certain of our debt instruments also provide special rights in a change of control, including in some cases the ability to be repaid in full or redeemed. We have authorized and unissued (including shares held in treasury) approximately 78.3 million shares of common stock and approximately 5.2 million shares of preferred stock as of December 31, 2025.
The President directed federal agencies to enhance existing regulations and make recommendations to the U.S. Congress to develop new laws that may affect our business. In January 2016, the U.S. Chemical Safety and Hazard Investigation Board (“CSB”) released its final report on the West, Texas incident.
The President directed federal agencies to enhance existing regulations and make recommendations to the United States Congress to develop new laws that may affect our business. In January 2016, the United States Chemical Safety and Hazard Investigation Board (“CSB”) released its final report on the West, Texas incident.
Our business is subject to numerous health, safety, security and environmental laws and regulations. The manufacture and distribution of chemical products and our other activities entail health, safety and environmental risks and impose obligations under health, safety and environmental laws and regulations, many of which provide for substantial fines, injunctive relief and potential criminal sanctions for violations.
Our business is subject to numerous health, safety, security and environmental laws and regulations. The manufacture, storage, handling and distribution of chemical products entail health, safety and environmental risks and impose obligations under health, safety and environmental laws and regulations, many of which provide for substantial fines, injunctive relief and potential criminal sanctions for violations.
There can be no assurance that we will repurchase shares of common stock or that we will repurchase shares at favorable prices. In May 2023, our Board authorized a $150 million stock repurchase program. Total repurchase authority remaining under the repurchase program was $109 million as of December 31, 2024.
There can be no assurance that we will repurchase shares of common stock or that we will repurchase shares at favorable prices. In May 2023, our Board authorized a $150 million stock repurchase program. Total repurchase authority remaining under the repurchase program was $107 million as of December 31, 2025.
Depending on various factors, including prevailing prices from other exporters, the price of coal and regulatory policies, including the price of China’s export tariff, higher volumes of urea from China could be imported into the U.S. at prices that could have an adverse effect on the selling prices of other nitrogen products, including the nitrogen products we manufacture and sell.
Depending on various factors, including prevailing prices from other exporters, the price of coal and regulatory policies, including the limitation of export volumes through quotas, higher volumes of urea from China could be imported into the U.S. at prices that could have an adverse effect on the selling prices of other nitrogen products, including the nitrogen products we manufacture and sell.
Geopolitical conditions, including political turmoil and volatility, regional conflicts, terrorism and war have negatively affected and could negatively affect U.S. and foreign companies, the financial markets, the industries where we operate, our operations and our profitability.
Geopolitical conditions, including political turmoil and volatility, regional conflicts, terrorism and war have negatively affected and could negatively affect United States and foreign companies, the financial markets, the industries where we operate, our operations and our profitability.
EPA finalized revisions to its Risk Management Program (“RMP”) under Section 112(r) of the Clean Air Act. The revisions are the results of many years of back-and-forth among changing administrations.
In 2024, the United States EPA finalized revisions to its Risk Management Program (“RMP”) under Section 112(r) of the Clean Air Act. The revisions are the results of many years of back-and-forth among changing administrations.
In addition, the cost for such equipment could be influenced by changes in regulatory policies (including tariffs) of foreign governments, as well as the U.S. laws and policies affecting foreign trade and investment.
In addition, the cost for such equipment could be influenced by changes in regulatory policies (including tariffs) of foreign governments, as well as the United States laws and policies affecting foreign trade and investment.
Although we believe we have established processes to monitor, review and manage our businesses to comply with the numerous health, safety and environmental laws and regulations, we previously were, and in the future, may be, subject to fines, penalties, sanctions and injunctive relief for violations and substantial expenditures for cleanup costs and other liabilities relating to the handling, manufacture, use, emission, discharge or disposal of wastes, effluents, emission and other materials at or from our present and former chemical facilities.
Although we believe we have established processes to monitor, review and manage our businesses to comply with the numerous health, safety and environmental laws and regulations, we previously were, and in the future, may be, subject to fines, penalties, sanctions and injunctive relief for violations and substantial expenditures for cleanup costs and other liabilities relating to the handling, manufacture, use, storage, emission, release, discharge or disposal of wastes, pollutants, effluents, hazardous substances, and other materials at or from our present and former chemical facilities, or where third-party sites where we disposed our wastes.
Geopolitical events, instability and terrorist attacks in the United States and elsewhere, including events like Russia’s occupation of Ukraine and ongoing conflict in the Middle East, have in the past and can in the future negatively affect our operations.
Geopolitical events, instability and terrorist attacks in the United States and elsewhere have in the past, and can in the future negatively affect our operations. For example, Russia’s occupation of Ukraine and the ongoing conflict in the Middle East have impacted our operations.
Additionally, under CERCLA or similar state statutes, we may be required to conduct environmental investigation and remediation (and pay for natural resource damages) at presently or formerly owned or operated sites or at sites at which materials from our operations have been disposed or released.
Additionally, under the Comprehensive Environmental Response, Compensation, and Liability Act or similar state statutes, we may be required to conduct environmental investigation and remediation (and pay for natural resource damages) at presently or formerly owned or operated sites or at sites at which materials from our operations have been disposed or released.
While the CSB does not have authority to directly regulate our business, the findings in this report, and other activities taken in response to the West, Texas incident by federal, state, and local regulators may result in additional regulation of our processes and products. In 2024, the U.S.
While the CSB does not have authority to directly regulate our business (beyond accidental release reporting), the findings in this report, and other activities taken in response to the West, Texas incident by federal, state, and local regulators may result in additional regulation of our processes and products.
Over the course of the past several years, global climate conditions have become increasingly inconsistent, volatile and unpredictable. Many of the regions in which we do business have variously experienced excessive moisture, cold, drought and/or heat of an unprecedented nature at various times of the year.
In addition, weather can cause an interruption to the operations of our chemical facilities. Over the course of the past several years, global climate conditions have become increasingly inconsistent, volatile and unpredictable. Many of the regions in which we do business have variously experienced excessive moisture, cold, drought and/or heat of an unprecedented nature at various times of the year.
These costs could have a material effect on our results of operations, financial condition, and liquidity. The cost of such regulatory changes, if significant, could lead some of our customers to choose other products over ammonia and AN, which may have a significant adverse effect on our business.
The cost of such regulatory changes, if significant, could lead some of our customers to choose other products over ammonia and AN, which may have a significant adverse effect on our business.
During 2024, we repurchased approximately 1.5 million shares of common stock at an average cost of $8.13 per share. Our stock repurchases will depend upon, among other factors, our cash balances and potential future capital requirements, results of operations, financial condition, and other factors that we may deem relevant.
During 2025, we repurchased approximately 0.3 million shares of common stock at an average cost of $9.15 per share. 22 Our stock repurchases will depend upon, among other factors, our cash balances and potential future capital requirements, results of operations, financial condition, and other factors that we may deem relevant.
This regulation proposes to require sellers, buyers, their agents and transporters of solid AN and certain solid mixtures containing AN to possess a valid registration issued by DHS, keep certain records, report the theft or unexplained loss of regulated materials, and comply with certain other new requirements.
Subsequently, DHS published a notice of proposed rulemaking in 2011 that would require sellers, buyers, their agents and transporters of solid AN and certain solid mixtures containing AN to possess a valid registration issued by DHS, keep certain records, report the theft or unexplained loss of regulated materials, and comply with certain other new requirements.
A breach of any of these covenants or restrictions could result in a significant portion of our debt becoming due and payable or could result in significant contractual liability. 18 In addition, certain failures to make payments when due on, or the acceleration of, significant indebtedness constitutes a default under some of our debt instruments, including the Indenture governing the Senior Secured Notes.
In addition, certain failures to make payments when due on, or the acceleration of, significant indebtedness constitutes a default under some of our debt instruments, including the Indenture governing the Senior Secured Notes. Further, a breach of any of the covenants or restrictions in a debt instrument could result in an event of default under such debt instrument.
Further, a number of our facilities are dependent on environmental permits to operate, the loss, or inability to renew or modification of which could have a material adverse effect on their operations and our results of operation and financial condition. These operating permits are subject to modification, renewal and revocation.
Further, a number of our facilities are dependent on environmental permits to operate, the loss, or inability to renew or modification of which could have a material adverse effect on our ability to operate those facilities and, as a result, a material adverse effect on our results of operations and financial condition.
In addition, Boehly, through his affiliates, has significant voting power and the Golsen Holders and Boehly, through his affiliates, have rights to designate board representatives, all of which may further discourage a third-party tender offer, proxy contest, or other attempts to acquire control of us. 22 Delaware has adopted an anti-takeover law which, among other things, will delay for three years business combinations with acquirers of 15% or more of the outstanding voting stock of publicly-held companies (such as us), unless: prior to such time the Board of the corporation approved the business combination that results in the stockholder becoming an invested stockholder; the acquirer owned at least 85% of the outstanding voting stock of such company prior to commencement of the transaction; two-thirds of the stockholders, other than the acquirer, vote to approve the business combination after approval thereof by the Board; or the stockholders of the corporation amend its articles of incorporation or by-laws electing not to be governed by this provision.
Delaware has adopted an anti-takeover law which, among other things, will delay for three years business combinations with acquirers of 15% or more of the outstanding voting stock of publicly-held companies (such as us), unless: prior to such time the Board of the corporation approved the business combination that results in the stockholder becoming an invested stockholder; the acquirer owned at least 85% of the outstanding voting stock of such company prior to commencement of the transaction; two-thirds of the stockholders, other than the acquirer, vote to approve the business combination after approval thereof by the Board; or the stockholders of the corporation amend its articles of incorporation or by-laws electing not to be governed by this provision.
The international market for fertilizers is influenced by such factors as the relative value of the U.S. currency and its impact on the importation of fertilizers, foreign agricultural policies, the existence of, or changes in, import or foreign currency exchange barriers in certain foreign markets and other regulatory policies (including tariffs) of foreign governments, as well as the U.S. laws and policies affecting foreign trade and investment.
The international market for fertilizers is influenced by such factors as the global supply and demand balance for each product and changes in the volume of international trade, the relative value of the United States currency and its impact on the importation of fertilizers, foreign agricultural policies, the existence of, or changes in, import duties (including tariffs, anti-dumping duties and counter-vailing duties) or foreign currency exchange barriers in certain foreign markets and other regulatory policies of foreign governments, as well as the United States laws and policies affecting foreign trade and investment.
Some of these hazards can cause bodily injury and loss of life, severe damage to or destruction of property and equipment and environmental damage and may result in suspension of operations for an extended period of time and/or the imposition of civil or criminal penalties and liabilities. We periodically experience minor releases of ammonia related to leaks from our equipment.
Some of these hazards have and may in the future cause bodily injury and loss of life, severe damage to or destruction of property and equipment and environmental damage and may result in suspension of operations for an extended period of time and/or the imposition of civil or criminal penalties and liabilities.
The products (primarily agricultural) produced and sold by us have been in the past, and could be in the future, materially affected by adverse weather conditions (such as excessive rain or drought) in the primary markets for our fertilizer and related agricultural products. In addition, weather can cause an interruption to the operations of our chemical facilities.
Adverse weather conditions and climate change could adversely affect our business. The products (primarily agricultural) produced and sold by us have been in the past, and could be in the future, materially affected by adverse weather conditions (such as excessive rain or drought) in the primary markets for our fertilizer and related agricultural products.
In addition, further development of alternative decarbonization technologies may result in viable alternatives to the use of low carbon ammonia for many potential decarbonization applications, resulting in lower than expected market demand growth relative to our current expectations.
In addition, further development of alternative decarbonization technologies may result in viable alternatives to the use of low carbon ammonia for many potential decarbonization applications, resulting in lower than expected market demand growth relative to our current expectations. 13 The success of our low carbon ammonia projects also depends on the realization of certain technical improvements required to increase the efficiency and lower the costs of production of low carbon ammonia.
Natural disasters may also directly affect our physical facilities, especially our chemical facilities, or those of our suppliers or customers and could affect our sales, our production capability and our ability to deliver products to our customers. In the past, hurricanes affecting the Gulf Coast of the U.S. have negatively affected our operations and those of our customers.
Natural disasters may also directly affect our physical facilities, especially our chemical facilities, or those of our suppliers or customers and could affect our sales, our production capability and our ability to deliver products to our customers.
Additionally, increased demand for natural gas, particularly in the Gulf Coast Region, due to increased industrial demand and increased natural gas exports could result in increased natural gas prices.
Further, increased demand for natural gas, particularly in the Gulf Coast Region, due to increased industrial demand, increased power generation demand, especially from artificial intelligence data centers, and increased natural gas exports could result in increased natural gas prices.
We regularly monitor and review our operations, procedures and policies for compliance with permits, laws and regulations. Despite these compliance efforts, risk of noncompliance, the risk of loss or modification of permits or changing regulatory or permit interpretation is inherent in the operation of our business.
Despite these compliance efforts, risk of noncompliance, the risk of loss or modification of permits or changing regulatory or permit interpretation is inherent in the operation of our business.
An increase of imported agricultural products could adversely affect our business. Russia, Ukraine and Trinidad have substantial capacity to produce and export fertilizers. Producers in these countries also benefit from below-market prices for natural gas, due to government regulation and other factors. In addition, producers in China have substantial capacity to produce and export urea.
Producers in some of these countries and regions also benefit from below-market prices for natural gas, due to government regulation and other factors. In addition, producers in China have substantial capacity to produce and export ammonia and urea.
There is no guarantee that any such transactions will be successful or, even if consummated, improve our operating results. We may incur costs, breakage fees or other expenses in connection with any such transactions or may not be able to obtain the necessary financing for such transactions on acceptable terms.
We may incur costs, breakage fees or other expenses in connection with any such transactions or may not be able to obtain the necessary financing for such transactions on acceptable terms. Accordingly, any such transactions may ultimately have a material adverse effect on our operating results.
Any disruption of our ability to produce or distribute our products could result in a significant decrease in revenues and significant additional costs to replace, repair or insure our assets, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Any disruption of our ability to produce or distribute our products could result in a significant decrease in revenues and significant additional costs to replace, repair or insure our assets, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. 17 Risks Relating to Our Liquidity and Debt We may not be able to generate sufficient cash to service our debt and may be required to take other actions to satisfy the obligations under our debt agreements, which may not be successful.
While these actions may result in additional regulatory requirements or changes to our operators, it is difficult to predict at this time how these and any other possible regulations, if and when adopted, will affect our business, operations, liquidity or financial results. 20 Proposed and existing governmental laws and regulations relating to greenhouse gas and other air emissions may subject certain of our operations and customers to significant new costs and restrictions on their operations and may reduce sales of our products.
While these actions may result in additional regulatory requirements or changes to our operators, it is difficult to predict at this time how these and any other possible regulations, if and when adopted, will affect our business, operations, liquidity or financial results.
It is possible that supply chain, trade routes and the markets we currently serve could be further adversely affected, which, in turn, could materially, adversely affect our business operations and financial performance. Like other companies with major industrial facilities, we may be targets of terrorist activities.
It is possible that production volumes, supply chain and trade routes for our products that are traded globally, and the markets we currently serve, could be further adversely affected, which, in turn, could materially, adversely affect our business operations and financial performance.
In addition, third parties may contest our ability to receive or renew certain permits that we need to operate, which can lengthen the application process or even prevent us from obtaining necessary permits. Delays in obtaining permits or unanticipated permit conditions could delay projects, increase the costs of operations or make operations unfeasible.
These operating permits are subject to modification, renewal and revocation. In addition, third parties may contest our ability to receive or renew certain permits that we need to operate, which can lengthen the application process or even prevent us from obtaining necessary permits.
We have implemented security procedures and measures in order to protect our information from being vulnerable to theft, loss, damage or interruption from a number of potential sources or events. Although we believe these measures and procedures are appropriate, we may not have the resources or technical sophistication to anticipate, prevent, or recover from rapidly evolving types of cyber-attacks.
We have implemented security procedures and measures in order to protect our information from being vulnerable to theft, loss, damage or interruption from a number of potential sources or events.
The chemical industry in general, and producers and distributors of ammonia and AN specifically, are scrutinized by the government, industry and public on security issues. Under current and proposed regulations, we may be required to incur substantial additional costs relating to security at our chemical facilities and distribution centers, as well as in the transportation of our products.
Under current and proposed regulations, we may be required to incur substantial additional costs relating to security at our chemical facilities and distribution centers, as well as in the transportation of our products. These costs could have a material effect on our results of operations, financial condition, and liquidity.
Similar events may occur in the future. As a result, such events could have a material adverse effect on our results of operations and financial condition. Our transportation and distribution activities rely on third-party providers, which subject us to risks and uncertainties beyond our control that may adversely affect our operations.
Our transportation and distribution activities rely on third-party providers, which subject us to risks and uncertainties beyond our control that may adversely affect our operations.
Depending on the provisions of the final regulation to be promulgated by DHS and on our ability to pass these costs to our customers, these requirements may have a negative effect on the profitability of our AN business and may result in fewer distributors who are willing to handle the product.
Depending on the provisions of any promulgated regulation by DHS and on our ability to pass these costs to our customers, these requirements may have a negative effect on the profitability of our AN business and may result in fewer distributors who are willing to handle the product. 20 On August 1, 2013, United States President Obama issued an executive order addressing the safety and security of chemical facilities in response to recent incidents involving chemicals such as the explosion at West, Texas.
Any future natural disasters affecting the areas in which we or our suppliers or customers operation could negatively affect our business operations and financial performance.
In the past, extreme weather such as severe storms, frigid cold temperatures, flooding and hurricanes affecting the Gulf Coast of the United States have negatively affected our operations and those of our customers. Any future natural disasters affecting the areas in which we or our suppliers or customers operation could negatively affect our business operations and financial performance.
The persistence of inflation has led central bankers to increase interest rates within their regions. There is no guarantee that these measures will arrest the inflationary trend. Further, these factors, taken together with reduced productivity and constraints on the labor supply could lead to recessionary periods in the regions in which the Company does business.
Further, these factors, taken together with reduced productivity and constraints on the labor supply could lead to recessionary periods in the regions in which the Company does business. While we will take measures within our control to manage the effects of inflation, higher interest rates and other factors, ultimately, they are outside of our control.
For further discussion of our litigation, please see “Other Pending, Threatened or Settled Litigation” in Note 7 Commitments and Contingencies to the Consolidated Financial Statements included in this report. We may be required to modify or expand our operating, sales and reporting procedures and to install additional equipment in order to comply with current and possible future government regulations.
For further discussion of our litigation, please see Other Pending, Threatened or Settled Litigation in Note 7 Commitments and Contingencies to the Consolidated Financial Statements included in this report.
We cannot predict the effect, if any, that any announcement or 15 consummation of a transaction would have on the price of our securities. While the documents governing our indebtedness include certain restrictions on our ability to finance any acquisitions of new assets, such restrictions contain various exceptions and limitations.
While the documents governing our indebtedness include certain restrictions on our ability to finance any acquisitions of new assets, such restrictions contain various exceptions and limitations. There is no guarantee that any such transactions will be successful or, even if consummated, improve our operating results.
We and others affected by this proposal have submitted appropriate comments to DHS regarding the proposed regulation. It is possible that DHS could significantly revise the requirements currently being proposed.
We and others affected by this proposal submitted appropriate comments to DHS regarding the proposed regulation. The regulation was not finalized, and DHS has indicated that its next action, and the timing of such an action, is undetermined. It is possible that DHS could again propose similar or revised requirements.
Such future sales could also significantly reduce the percentage ownership and voting power of our existing common stockholders. 23 Defined Terms The following is a list of terms used in this report. Board - The Board of Directors of the Company.
Such future sales could also significantly reduce the percentage ownership and voting power of our existing common stockholders. 23 ITEM 1B. UNRESOLV ED STAFF COMMENTS None.
The “Secure Handling of Ammonium Nitrate Act of 2007” was enacted by the U.S. Congress, and subsequently the U.S. Department of Homeland Security (“DHS”) published a notice of proposed rulemaking in 2011.
The “Secure Handling of Ammonium Nitrate Act of 2007” was enacted by the United States Congress and directs the Department of Homeland Security (“DHS”) to regulate the sale, transfer, and possession of ammonium nitrate.
The success of our low carbon ammonia projects also depends on the realization of certain technical improvements required to increase the efficiency and lower the costs of production of low carbon ammonia. Over time, we may face operational difficulties and 13 execution risks related to design, development and construction.
Over time, we may face operational difficulties and execution risks related to design, development and construction.
Further, a breach of any of the covenants or restrictions in a debt instrument could result in an event of default under such debt instrument.
A breach of any of these covenants or restrictions could result in a significant portion of our debt becoming due and payable or could result in significant contractual liability.
Compromises to our information systems could have an adverse effect on our business, results of operations, liquidity and financial condition. We may engage in certain strategic transactions which may adversely affect our financial condition. An important part of our business strategy is the acquisition of strategic assets or companies.
Although we believe these measures and procedures are appropriate, we may not have the resources or technical sophistication to anticipate, prevent, or recover from rapidly evolving types of cyber-attacks, including the risks from emerging technologies like artificial intelligence. Compromises to our information systems could have an adverse effect on our business, results of operations, liquidity and financial condition.
Removed
The price of natural gas in North America and worldwide has been volatile in recent years and had declined on average due in part to the development of significant natural gas reserves, including shale gas, and the rapid improvement in shale gas extraction techniques, such as hydraulic fracturing and horizontal drilling.
Added
The price of natural gas in North America is volatile and impacted by geopolitical instability, the level of domestic drilling activity and temporary supply disruption from severe weather events.
Removed
However, recent disruptions in the global supply chain may continue to have an impact in the near term in fiscal year 2025.
Added
We periodically experience minor releases of ammonia related to leaks from our equipment. Similar events may occur in the future. As a result, such events could have a material adverse effect on our results of operations and financial condition.
Removed
Accordingly, any such transactions may ultimately have a material adverse effect on our operating results.
Added
Any such discussions may or may not result in the consummation of a transaction, and we may not be able to identify or complete any of these potential acquisitions. We cannot predict the effect, if any, that any announcement or 15 consummation of a transaction would have on the price of our securities.
Removed
Domestic and regional inflation trends, increased interest rates and other factors could lead to the erosion of economies and adversely impact us. Both the U.S. and many other countries are experiencing inflation, which, in turn, is leading to increased costs in multiple industry segments, including agriculture and related industries.
Added
For example, the United States government recently announced and, in some cases, implemented tariffs on certain products from various countries, which resulted in certain affected countries imposing or threatening to impose retaliatory or reciprocal tariffs on products from the United States, including agricultural products such as corn.
Removed
While we will take measures within our control to manage the effects of inflation, higher interest rates and other factors, ultimately, they are outside of our control. Further, the persistence and/or severity of one or more of them could adversely affect our financial performance and/or operations. 16 Adverse weather conditions and climate change could adversely affect our business.
Added
The trade policies and tariff initiatives of the current Presidential administration could adversely affect certain markets within which we operate. Specifically, the imposition of tariffs on agricultural products, including any retaliatory or reciprocal tariffs imposed by other countries, could impact the selling prices of our products or the cost of imported components or equipment used in our capital activities.
Removed
Risks Relating to Our Liquidity and Debt We may not be able to generate sufficient cash to service our debt and may be required to take other actions to satisfy the obligations under our debt agreements, which may not be successful.
Added
In addition, such policies could lead to reduced demand for agricultural and consumer products, increase input costs for our customers, and disrupt supply chains. The ultimate impact of changing trade policies on our business will depend on various factors, including the magnitude, duration and nature of tariffs.
Removed
DHS has not finalized this rule, and has indicated that its next action, and the timing of such an action, is undetermined. On August 1, 2013, U.S. President Obama issued an executive order addressing the safety and security of chemical facilities in response to recent incidents involving chemicals such as the explosion at West, Texas.
Added
While we actively monitor these developments, we may not be able to fully mitigate the adverse impact of potential tariff initiatives or other trade-related disruptions. In recent years, both the United States and many other countries have experienced higher than normal inflation, which, in turn, lead to increased costs in multiple industry segments, including agriculture and related industries.
Removed
Board Representation and Standstill Agreement - Board Representation and Standstill Agreement by and among LSB Industries, Inc., LSB Funding LLC, Security Benefit Corporation, Todd Boehly and the Golsen Holders. EDA - El Dorado Ammonia L.L.C. (now merged into LSB Chemical, L.L.C. a subsidiary of LSB Industries, Inc.).
Added
The persistence of inflation had led central bankers to increase interest rates within their regions although the Federal Reserve has implemented rate cuts during the past year. While inflation has decreased, there remain various factors that can cause prices to rise again. There is no guarantee that current monetary policy will arrest inflationary pressures.
Removed
EDC - El Dorado Chemical Company (now merged into LSB Chemical, L.L.C. a subsidiary of LSB Industries, Inc.). EPA - The United States Environmental Protection Agency. Exchange Agreement - A Securities Exchange Agreement between LSB Funding L.L.C. and affiliate of Eldridge Industries, L.L.C. and LSB.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Audit Committee is designated by the Board with the responsibility for monitoring and reporting on management’s cybersecurity and risk management processes. The ERM Committee is the management-entity designated by the Chief Executive Officer with the responsibility to direct and execute our risk governance and strategy, including cyber risk.
Biggest changeThe Audit Committee is designated by the Board with the responsibility for monitoring and reporting on management’s cybersecurity and risk management processes. The ERM Committee is the management-entity designated by the Chief Executive Officer with the responsibility to direct and execute our risk governance and strategy, including cyb er and operational risk .
We utilize an enterprise-wide risk management process to identify, assess, track and manage risks faced by our organization. The Company’s Enterprise Risk Management Committee (“ERM Committee”), is designated with the responsibility to direct our risk management program and to execute our risk management strategy, including cyber, technology, and third-party risk.
We utilize an enterprise-wide risk management process to identify, assess, track and manage risks faced by our organization. The Company’s Enterprise Risk Management Committee (the “ERM Committee”), is designated with the responsibility to direct our risk management program and to execute our risk management strategy, including cyber, technology, and third-party risk.
This ERM Committee is composed of the Company’s Executive Vice Presidents and each of the Company’s Senior Vice Presidents . Our Senior Vice President and Treasurer chairs the ERM Committee. The Vice President for Information Technology (“IT”) leads the information security program, manages cyber governance and incident management.
This ERM Committee is composed of each of the Company’s Executive Vice Presidents and each of the Company’s Senior Vice Presidents . Our Senior Vice President and Tre asurer chairs the ERM Committee. The Vice President for Information Technology (“IT”) leads the information security program, manages cyber governance and incident management.
During 2024, we did not experience a cybersecurity incident that resulted in a material adverse effect on our business strategy, results of operations, or financial condition; however, there can be no guarantee that we will not experience such an incident in the future.
During 2025, w e did not experience a cybersecurity incident that resulted in a material adverse effect on our business strategy, results of operations, or financial condition; however, there can be no guarantee that we will not experience such an incident in the future.
The Vice President of IT and the Director of Infrastructure and Security have over forty-five years of combined information technology experience and over a decade of cybersecurity experience. The ERM Committee and Vice President for IT assess cyber risk and provide recommendations for management.
The Vice President for IT and the Director of Infrastructure and Cybersecurity have over 45 years of combined information technology experience and over a decade of cybersecurity experience. The ERM Committee and Vice President for IT assess cyber risk and provide recommendations for management.
For a discussion of these risks, see Item 1A. Risk Factors—General Risk Factors. 25
For a discussion of these risks, see Item 1A. Risk Factors—General Risk Factors. 24

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAll of the properties utilized by our businesses are suitable and adequate to meet the current needs of that business and relate to domestic operations.
Biggest changeMost of our real property and equipment located at our chemical facilities are pledged as collateral to secure our long-term debt. All of the properties utilized by our businesses are suitable and adequate to meet the current needs of that business and relate to domestic operations.
The following table presents our significant production facilities as of December 31, 2024: Facility El Dorado Facility Cherokee Facility Pryor Facility Location El Dorado, AR Cherokee, AL Pryor, OK Plant Area (acres) 150 160 47 Site Area (acres) 1,400 1,300 104 Site Status Owned Owned Owned Annual Ammonia Production Capacity (tons) 493,000 (A) 188,000 (B) 246,000 (C) _____________________________ (A) The ammonia production capacity is based on 1,350 tons per day of production for the year.
The following table presents our significant production facilities as of December 31, 2025: Facility El Dorado Facility Cherokee Facility Pryor Facility Location El Dorado, AR Cherokee, AL Pryor, OK Plant Area (acres) 150 160 47 Site Area (acres) 1,400 1,300 104 Site Status Owned Owned Owned Annual Ammonia Production Capacity (tons) 493,000 (A) 188,000 (B) 246,000 (C) _____________________________ (A) The ammonia production capacity is based on 1,350 tons per day of production for the year.
ITEM 2. P ROPERTIES Our owned properties consist primarily of production facilities and wholesale and retail distribution facilities.
ITEM 2. P ROPERTIES Our owned properties consist primarily of production facilities and former wholesale and retail distribution facilities.
The El Dorado Facility did not perform a Turnaround during 2024. (B) The ammonia production capacity is based on 515 tons per day of production for the year but excludes 40 Turnaround days during 2024. (C) The ammonia production capacity is based on 675 tons per day of production for the year but excludes 42 Turnaround days during 2024.
The El Dorado Facility did not perform a Turnaround during 2025. (B) The ammonia production capacity is based on 515 tons per day of production for the year. The Cherokee Facility did not perform a Turnaround during 2025. (C) The ammonia production capacity is based on 675 tons per day of production for the year.
Removed
For 2024, our facilities produced approximately 757,000 tons of ammonia, a decrease from the prior year as a result of two Turnarounds in 2024. We distribute our agricultural products through two owned wholesale and retail distribution centers, with one located in Texas and one located in Missouri.
Added
The Pryor Facility did not perform a Turnaround during 2025. For 2025, our facilities produced approximately 826,000 tons of ammonia, an increase from the prior year as a result of no Turnaround activity in 2025 compared to completing two Turnarounds in 2024. In addition, we currently lease the office space housing our headquarters in Oklahoma City, Oklahoma.
Removed
In addition, we currently lease the office space housing our headquarters in Oklahoma City, Oklahoma. Most of our real property and equipment located at our chemical facilities are pledged as collateral to secure our long-term debt.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSales of Unregistered Securities There were no sales of unregistered securities during the year ended December 31, 2024 that were not previously reported on a Quarterly Report on Form 10-Q or a Current Report on Form 8-K. Purchases of Equity Securities The were no repurchases of our common stock during the three months ended December 31, 2024.
Biggest changeSales of Unregistered Securities There were no sales of unregistered securities during the year ended December 31, 2025 that were not previously reported on a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
Dividends We have not paid cash dividends on our outstanding common stock in many years, and we do not currently anticipate paying cash dividends on our outstanding common stock in the near future. Our Board has not made a decision whether or not to pay dividends on our common stock in 2025.
Dividends We have not paid cash dividends on our outstanding common stock in many years, and we do not currently anticipate paying cash dividends on our outstanding common stock in the near future. Our Board has not made a decision whether or not to pay dividends on our common stock in 2026.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOC KHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is trading on the New York Stock Exchange under the symbol “LXU.” Stockholders As of February 21, 2025, we had approximately 303 record holders of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOC KHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is trading on the New York Stock Exchange under the symbol “LXU.” Stockholders As of February 20, 2026, we had approximately 255 record holders of our common stock.
ITEM 6. [RESERVED] 27 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This discussion is intended to provide a reader of our financial statements with management’s perspective on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This discussion is intended to provide a reader of our financial statements with management’s perspective on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results.
Added
Purchases of Equity Securities During 2025, we repurchased approximately 0.3 million shares at an average cost of $9.15 per share, all of which occurred during the three months ended December 31, 2025.
Added
The following table summarizes the Company’s purchase of its common stock during the three months ended December 31, 2025: Period (a) Total Number of Shares (or Units) Purchased (b) Average Price Paid per Share (or Unit) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Program (1) (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Program October 1 - October 31, 2025 — $ — — $ 109,359,096 November 1 - November 30, 2025 170,004 $ 9.19 170,004 $ 107,796,806 December 1 - December 31, 2025 132,044 $ 9.10 132,044 $ 106,595,023 Total 302,048 $ 9.15 302,048 _____________________________ 1.
Added
On May 8, 2023, the Company announced that our Board authorized a $150 million stock repurchase program. The stock repurchase program is discussed in Item 7. Management Discussion and Analysis – Liquidity and Capital Resources – Capitalization and in Note 1 – Summary of Significant Accounting Policies.
Added
The repurchase program does not have an expiration date and can be discontinued at any time. ITEM 6. [RESERVED] 27 ITEM 7.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeWe take proactive measures, such as conducting employee surveys and focus groups, to help us understand employee engagement. We then implement programs, based on the results, such as employee recognition and operationally-focused communications, that are specifically directed at improving engagement.
Biggest changeBased on this feedback, we implement targeted initiatives, such as employee recognition programs and operationally focused communications, designed to enhance engagement.
The NOL Rights Agreement is intended to reduce the likelihood of an ownership change under Section 382 of the Code by deterring any person (as defined in the NOL Rights Agreement) or group of affiliated or associated persons from acquiring beneficial ownership of 4.9% or more of our outstanding shares of common stock.
The NOL Rights Agreement is intended to reduce the likelihood of an ownership change under Section 382 of the Code by deterring 9 any person (as defined in the NOL Rights Agreement) or group of affiliated or associated persons from acquiring beneficial ownership of 4.9% or more of our outstanding shares of common stock.
Certain of these laws and regulations impose strict liability as well as joint and several liability for costs required to remediate and restore sites that we own or operate or that we have formerly owned or operated, as well as sites where hazardous substances, 10 hydrocarbons, solid wastes or other materials from our operations have been stored, disposed or released, regardless of whether such contamination resulted from the conduct of others or from consequences of our own actions that were in compliance with all applicable laws at the time those actions were taken.
Certain of these laws and regulations impose strict liability as well as joint and several liability for costs required to remediate and restore sites that we own or operate, that we formerly owned or operated, and where hazardous substances, hydrocarbons, solid wastes or other materials from our operations have been stored, disposed or released, regardless of whether such contamination resulted from 10 the conduct of others or from consequences of our own actions that were in compliance with all applicable laws at the time those actions were taken.
Government Regulation Our facilities and operations are subject to numerous federal, state and local laws and regulations regarding environmental, health and safety, including laws and regulations relating to the generation and handling of hazardous substances and wastes, the introduction of new chemicals or substances to the market, the investigation and remediation of contamination, spills or releases and the discharge or emissions of regulated substances to the air, water or soils.
Government Regulation Our facilities and operations are subject to numerous federal, state and local laws and regulations regarding environmental, health and safety, including laws and regulations relating to the generation and handling of hazardous substances and wastes, the introduction of new chemicals or substances to the market, the investigation and remediation of contamination, spills or releases and the discharge of pollutants or emissions of regulated substances to the air, water or soils.
Historically, we have incurred significant expenditures in order to comply with these laws and regulations and are reasonably expected to do so in the future. Changes in these laws and regulations, and changes in the interpretations of such laws and regulations by the regulatory bodies impact the costs of compliance and may impact the demands for our products.
Historically, we have incurred significant expenditures in order to comply with these laws and regulations and are reasonably expected to do so in the future. Changes in these laws and regulations, and changes in the interpretations of such laws and regulations by regulatory bodies impacts the costs of compliance and may impact the demands for our products.
Available Information We make available free of charge through our Internet website ( www.lsbindustries.com ) or by calling Investor Relations (405) 510-3550 our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”).
Available Information We make available free of charge through our Internet website ( www.lsbindustries.com ) or by calling Investor Relations (405) 510-3524 our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”).
These laws and regulations (including enforcement policies thereunder) have in the past resulted, and could in the future result, in significant compliance expenses, cleanup costs (for our sites or third-party sites where we disposed our wastes), penalties or other liabilities relating to the handling, manufacture, use, emission, discharge or disposal of materials at or from our facilities or the use or disposal of certain of its chemical products.
These laws and regulations (including enforcement policies thereunder) have in the past resulted, and could in the future result, in significant compliance expenses, cleanup costs (for our sites or third-party sites where we disposed our wastes), penalties or other liabilities relating to the handling, manufacture, use, storage, emission, release, discharge or disposal of materials at or from our facilities or the use or disposal of certain of its chemical products.
We may incur material costs or liabilities in complying with such laws and pay fines or penalties for violation of such laws. Our insurance may not cover all environmental risks and costs or may not provide sufficient coverage if an environmental claim is made against us.
We may incur material costs or liabilities in complying with such laws and pay fines or penalties for violation of such laws. Our insurance may not cover all environmental risks and costs or may not provide sufficient coverage if an environmental claim is brought against us.
Our Board may, in its discretion, determine that a person, entity or a certain transaction is exempt from the operation of the NOL Rights Agreement or amend the terms of the rights. Human Capital Resources As of December 31, 2024, we employed 583 persons, 164 of whom are represented by unions under collective bargaining agreements.
Our Board may, in its discretion, determine that a person, entity or a certain transaction is exempt from the operation of the NOL Rights Agreement or amend the terms of the rights. Human Capital Resources As of December 31, 2025, we employed 513 persons, 144 of whom are represented by unions under collective bargaining agreements.
Changes to our facilities or new facilities or operations may require new or amended permits, and many of our existing permits require periodic renewal.
Changes to our facilities or new facilities or operations may require new or amended permits, and our existing permits require periodic review and renewal.
Our Chief Human Resources Officer (“CHRO”) is responsible for developing and executing our human capital strategy. This strategy includes the acquisition, development, and retention of talent as well as the enhancement of benefits and employee experience to deliver on our overall strategy.
Our Chief Human Resources Officer (“CHRO”) is responsible for developing and executing our human capital strategy, which includes the acquisition, development, and retention of talent, as well as the enhancement of benefits and the overall employee experience to support our business strategy.
We have three union contracts, one of which was ratified in 2024 and the remaining two of which were last ratified in 2022 and are scheduled to be considered for ratification in 2025. Oversight & Management Our success depends on the capabilities and strength of our workforce.
We have three 3-year union contracts, of which one was ratified in 2024 and the remaining two were ratified in 2025. Oversight & Management Our success depends on the capabilities and strength of our workforce.
Our CHRO regularly updates our Board on the operation and status of these human capital activities including: Training & Development We are committed to the continued development of our employees through training opportunities, annual reviews and development action plans. We provide formal training to our frontline supervisors focusing on foundational leadership capabilities.
The CHRO regularly updates our Board of Directors on the operation and status of these human capital initiatives, including the following: Training & Development We are committed to the continued development of our employees through formal training programs, annual performance reviews, and individualized development action plans.
NOL Rights Agreement We are party to an Amended and Restated Section 382 Rights Agreement (as amended, the “NOL Rights Agreement”) with Computershare Trust Company, N.A., as rights agent. 9 The purpose of the NOL Rights Agreement is to facilitate our ability to preserve our NOLs and other tax attributes in order to be able to offset potential future income taxes for federal income tax purposes.
The purpose of the NOL Rights Agreement is to facilitate our ability to preserve our NOLs and other tax attributes in order to be able to offset potential future income taxes for federal income tax purposes.
This system is guided by an executive committee that provides focus and priority to compliance and industry best practices that protect our employees while performing work within our operations. Each business team is responsible for evaluating its unique operations and applying the defined controls to engage employees and manage risk.
This system is guided by an executive committee that provides focus and priority to compliance and industry best practices.
Removed
For 2024, five customers accounted for approximately 30% of our consolidated net sales.
Added
For 2025, five customers accounted for approximately 32% of our consolidated net sales. NOL Rights Agreement We are party to an Amended and Restated Section 382 Rights Agreement (as amended, the “NOL Rights Agreement”) with Computershare Trust Company, N.A., as rights agent.
Removed
Annual reviews of talent occur across all operational business units and corporate functions. It is the responsibility of the CEO, CHRO and the executive staff to review talent data on an annual basis and plan development actions to ensure succession and continuous improvement and growth. • Engagement – We believe that we have favorable relations with our employees.
Added
We provide structured training for frontline supervisors and managers focused on foundational leadership capabilities. In addition, we conduct annual talent reviews across all operational business units and corporate functions.
Removed
Additionally, we conduct annual benefit benchmarking studies in an effort to ensure that any changes to benefits are improvements or add value for employees.
Added
The CEO, CHRO, and executive leadership team review talent data annually and identify development actions to support succession planning, continuous improvement, and long-term growth. • Engagement – We believe we maintain positive and productive relationships with our employees. To support engagement, we proactively gather feedback through employee discussions, various surveys and focus groups.
Removed
Each of our business units conducts roundtable discussions to develop action plans to improve the work environment and culture. • Health and Safety – Our Health and Safety Management System continues to build to establish a consistent and robust approach to enhance safety and a culture of compliance at each business unit.
Added
We also conduct annual benefits benchmarking studies to help ensure our benefits remain competitive and continue to add value for employees. • Heath, Safety & Environment (“EHS”) – Our EHS Risk Management System focuses on five key elements to ensure risks are managed, and that we continuously improve.
Removed
We use leading and lagging metrics, such as near miss tracking, assigning potential risk consequences to events, incident tracking, and releases to monitor our performance and effectiveness across our operations and individual business teams. Events are investigated based on risk using root cause analysis tools and corrective actions are tracked to ensure prevention.
Added
The five key elements of our EHS Risk Management System are as follows: • Leadership commitment and employee ownership drive a culture of compliance at each business unit. • Risk and compliance assessment ensures we evaluate each unique operation, assigning potential risk consequence to events and compliance requirements. • Anticipating and controlling impacts is realized through our leading and lagging metrics, such as near miss tracking. • A disciplined change management process is executed to evaluate, assess and safely manage changes to operations and compliance requirements. • Continuous improvement is rooted in our Core Value: “Make It Better.” Our operations are committed to EHS Risk Management through investigating events using root cause analysis tools, assigning and tracking corrective actions, shared learning across the organization, developing a robust training program and conducting periodic third-party audits and internal self-assessment to continuously improve.
Removed
In addition, the management system includes periodic third-party audits and internal self-assessment to continuously improve.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of December 31, 2024, these contracts included volume purchase commitments with fixed prices of approximately 0.6 million MMBtus of natural gas that cover a period from January 2025 through March 2025. The weighted-average price of the natural gas covered by these contracts was $3.70 per MMBtu, for a total of $2.1 million.
Biggest changeAs of December 31, 2025 these contracts included volume purchase commitments with fixed prices of approximately 0.2 million MMBtus of natural gas that cover a period from January 2026 through March 2026. The weighted-average price of the natural gas covered by these contracts was $4.39 per MMBtu, for a total of $0.7 million.
As a result, we could be exposed to embedded losses should our product costs exceed the firm sales prices at the end of a reporting period. As of December 31, 2024, we had no embedded losses associated with sales commitments with firm sales prices.
As a result, we could be exposed to embedded losses should our product costs exceed the firm sales prices at the end of a reporting period. As of December 31, 2025, we had no embedded losses associated with sales commitments with firm sales prices.
Based on strip prices, the weighted-average market price of the fixed contracts was $3.82 per MMBtu for a total of $2.2 million. Interest Rates We are exposed to variable interest rate risk with respect to our Revolving Credit Facility. As of December 31, 2024, we had no outstanding borrowings on the Revolving Credit Facility and no other variable rate borrowings.
Based on strip prices, the weighted-average market price of the fixed contracts was $4.39 per MMBtu for a total of $0.7 million. Interest Rates We are exposed to variable interest rate risk with respect to our Revolving Credit Facility. As of December 31, 2025, we had no outstanding borrowings on the Revolving Credit Facility and no other variable rate borrowings.

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