UNITED STATES LIME & MINERALS, INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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UNITED STATES LIME & MINERALS, INC.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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United States Lime & Minerals, Inc.

5429 LBJ Freeway, Suite 230

Dallas, Texas 75240

March 27, 2026

Dear Shareholders:

You are cordially invited to attend the 2026 Annual Meeting of Shareholders to be held at 10:00 a.m. local time on Friday, May 1, 2026, at the Residence Inn Dallas by the Galleria, 5460 James Temple Drive, Dallas, Texas 75240. The meeting will be preceded by an informal reception starting at 9:30 a.m., at which you will have an opportunity to meet our directors and officers.

Enclosed with this letter is a Notice of 2026 Annual Meeting, proxy statement, proxy card, and 2025 Annual Report to Shareholders. Whether or not you plan to attend the meeting, it is important that your shares be represented. I urge you to complete, sign, date, and mail the enclosed proxy card at your earliest convenience or use Internet or telephone voting according to the instructions on the proxy card. If you attend the meeting in person, you may revoke your proxy by voting at the meeting. You may also revoke your proxy at any time before it is voted in the meeting by submitting to us a written notice of revocation, or you may submit a signed proxy card with a later date or vote through the Internet or by telephone at a later date.

I look forward to meeting and speaking with you at the Annual Meeting on May 1, 2026.

	Sincerely,

	Timothy W. Byrne
	President and Chief Executive Officer

Enclosures

UNITED STATES LIME & MINERALS, INC.

5429 LBJ Freeway

Suite 230

Dallas, Texas 75240

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

To Be Held on May 1, 2026

To the Shareholders of United States Lime & Minerals, Inc.:

Notice is hereby given that the 2026 Annual Meeting of Shareholders of United States Lime & Minerals, Inc., a Texas corporation (the “Company”), will be held on Friday, the 1st day of May 2026, at 10:00 a.m. local time, at the Residence Inn Dallas by the Galleria, 5460 James Temple Drive, Dallas, Texas 75240 (the “Annual Meeting”), for the following purposes:

To elect seven directors to serve until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified;

To approve, on a non-binding advisory basis, the Company’s executive compensation; and

To transact such other business as may properly be brought before the Annual Meeting or any adjournment thereof.

Information regarding the matters to be acted upon in the Annual Meeting is contained in the proxy statement accompanying this Notice.

The Board of Directors of the Company has fixed the close of business on March 13, 2026 as the record date for the determination of shareholders entitled to notice of and to vote in the Annual Meeting or any adjournment thereof. Only shareholders of record at the close of business on the record date are entitled to notice of and to vote in the Annual Meeting or any adjournment thereof. A complete list of such shareholders will be available for inspection during usual business hours for ten days prior to the Annual Meeting at the corporate office of the Company in Dallas, Texas and shall be open to the examination of any shareholder during the whole time of the Annual Meeting.

All shareholders are cordially invited to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, shareholders are urged to complete, sign, and date the accompanying proxy card and to return it promptly in the postage-paid return envelope provided or use Internet or telephone voting according to the instructions on the proxy card. A shareholder who has given a proxy may revoke the proxy by attending the Annual Meeting and voting in person, by sending the Company a written notice of revocation, by submitting a signed proxy card with a later date or by voting through the Internet or by telephone at a later date.

	By Order of the Board of Directors,


	Timothy W. Byrne
	President and Chief Executive Officer

Dallas, Texas
March 27, 2026

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Shareholders To Be Held on May 1, 2026: The Company’s 2026 Proxy Statement and 2025 Annual Report to Shareholders, including the Company’s 2025 Annual Report on Form 10-K, are available at http://investors.uslm.com/annual-report-and-filings.

UNITED STATES LIME & MINERALS, INC.

5429 LBJ Freeway

Suite 230

Dallas, Texas 75240

PROXY STATEMENT

FOR

2026 ANNUAL MEETING OF SHAREHOLDERS

To Be Held on May 1, 2026

INTRODUCTION

The accompanying proxy card, mailed together with this proxy statement, is solicited by and on behalf of the board of directors of United States Lime & Minerals, Inc., a Texas corporation (the “company,” “we,” “us” or “our”), for use at our 2026 Annual Meeting of Shareholders to be held on May 1, 2026 at the time and place and for the purposes set forth in the accompanying Notice. The approximate date on which this proxy statement and the proxy card were first given or sent to our shareholders is March 27, 2026.

Shares of our common stock, par value $0.10 per share, represented by valid proxy cards, duly signed, dated, and returned to us, or voted through the Internet or by telephone according to the instructions on the proxy card, and not revoked, will be voted in the annual meeting in accordance with the directions given. In the absence of directions to the contrary, such shares will be voted:

FOR the election of the seven nominees named in the proxy card to our board of directors; and

FOR the approval, on a non-binding advisory basis, of the company’s executive compensation.

If any other matter is properly brought before the annual meeting for action in the meeting, which is not currently anticipated, the persons designated to serve as proxies will vote on such matters in accordance with their best judgment.

Any shareholder may revoke a proxy at any time before it is voted in the annual meeting by attending the meeting and voting in person, by giving written notice of revocation to us addressed to Timothy W. Byrne, President and Chief Executive Officer, United States Lime & Minerals, Inc., 5429 LBJ Freeway, Suite 230, Dallas, Texas 75240, by submitting a signed proxy card with a later date or by voting through the Internet or by telephone at a later date according to the instructions on the proxy card. However, no such revocation will be effective unless such revocation has been received by us before the proxy is voted in the annual meeting.

VOTING SECURITIES AND PRINCIPAL SHAREHOLDER

Only holders of record of our common stock at the close of business on March 13, 2026, the record date for the 2026 annual meeting, are entitled to notice of and to vote in the meeting or any adjournment thereof. The presence of the holders of a majority of our outstanding shares of common stock is necessary to constitute a quorum. On the record date for the meeting, there were issued and outstanding 28,670,056 shares of our common stock. In the meeting, each shareholder of record on March 13, 2026 will be entitled to one vote for each share of common stock registered in such shareholder’s name on the record date.

The following table sets forth, as of March 13, 2026, information with respect to shareholders known to us to be the beneficial owners of more than five percent of our issued and outstanding shares:


Name and Address		Number of Shares		Percent
of Beneficial Owner		Beneficially Owned		of Class
Inberdon Enterprises Ltd.
1020-789 West Pender Street
Vancouver, British Columbia Canada V6C 1H2⁽¹⁾		17,653,780		61.58	%

(1)	Inberdon Enterprises Ltd. (“Inberdon”) is a private investment holding company located in North America. All of the outstanding shares of Inberdon are held, indirectly through a private company, by Mr. George M. Doumet.

SHAREHOLDINGS OF COMPANY DIRECTORS AND EXECUTIVE OFFICERS

The table below sets forth the number of shares beneficially owned, as of March 13, 2026, by each of our directors and named executive officers individually and by all directors and executive officers as a group:


		Number of Shares		Percent
Name		Beneficially Owned⁽¹⁾		of Class
Timothy W. Byrne		164,741	^(2) (3)		⁽⁶⁾
Richard W. Cardin		15,733			⁽⁶⁾
Antoine M. Doumet ⁽⁴⁾		206,809	⁽²⁾		⁽⁶⁾
Sandra C. Duhé		2,254			⁽⁶⁾
Tom S. Hawkins, Jr.		10,263			⁽⁶⁾
Lila R. Weirich		2,903			⁽⁶⁾
Jon A. Wolkenstein		2,903			⁽⁶⁾
John J. Gagnon		6,151	^{(3) (5)}		⁽⁶⁾
Nathan M. O'Neill		8,129	⁽³⁾		⁽⁶⁾
Timothy W. Stone		5,176	⁽³⁾		⁽⁶⁾
Michael L. Wiedemer		6,786	⁽³⁾		⁽⁶⁾
All Directors and Executive Officers as a Group (11 persons)		431,848	^(2) (3)	1.50	%

(1)	All shares are held with sole voting and dispositive power unless otherwise indicated.

(2)	Includes the following shares subject to stock options exercisable within 60 days after March 13, 2026 granted under the company’s 2001 Long-Term Incentive Plan, as Amended and Restated (the “2001 plan”): Mr. Byrne, 50,000 and Mr. Doumet, 108,809.

(3)	Includes the following shares of restricted stock granted under our 2001 plan that were not vested as of March 13, 2026: Mr. Byrne, 47,500; Mr. Gagnon, 600; Mr. O’Neill, 1,110; Mr. Stone, 910; and Mr. Wiedemer, 1,110.

(4)	Mr. Doumet is the brother of Mr. George M. Doumet, who indirectly owns all of the outstanding shares of Inberdon.

(5)	Includes 5,079 shares that are held in a diversified account which has been pledged as security for a personal line of credit.

(6)	Less than 1%.

PROPOSAL 1: ELECTION OF DIRECTORS

Seven directors, constituting our entire board of directors, are to be elected in the 2026 annual meeting to serve until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified. All of the nominees are currently directors and have been recommended for re-election by the nominating and corporate governance committee of the board and nominated by the board. If any nominee should become unavailable for election for any presently unforeseen reason, the persons designated to serve as proxies will have full discretion to vote for another person nominated by the board.

Directors are elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors in the annual meeting. Our Restated Articles of Incorporation, as Amended, prohibit cumulative voting for the election of directors.

Our board of directors and nominating and corporate governance committee unanimously recommend that all shareholders vote FOR the election of all our director nominees. All duly submitted and unrevoked proxies will be voted FOR all our nominees, except where authorization to so vote is withheld. Votes withheld and broker non-votes are not counted in the election of directors.

INFORMATION ABOUT OUR NOMINEES FOR DIRECTOR

The seven nominees for director are named below. Each has consented to serve as a director if elected. Set forth below is pertinent information with respect to each nominee:

Timothy W. Byrne

Mr. Byrne, age 68, rejoined us on December 8, 2000 as our President and Chief Executive Officer (“CEO”), positions he previously held during 1997 and 1998. Mr. Byrne has served as a director since 1991, and served in various positions, including Senior Vice President and Chief Financial Officer and Vice President of Finance and Administration, from 1990 to 1998. Prior to rejoining us in 2000, Mr. Byrne was president of an Internet services and communications company focused on strategy, marketing and technology. The board selected Mr. Byrne to serve as a director because he is our CEO and has been with the company for more than 35 years in various operational and financial positions. Mr. Byrne is a past president of the National Lime Association. He has extensive knowledge of the lime industry and our operations, markets and finances and is the only officer of the company to sit on the board.

Richard W. Cardin

Mr. Cardin, age 90, has served as a director since 1998. He retired as a partner of Arthur Andersen LLP in 1995, having spent 37 years with that firm. He was office managing partner with Arthur Andersen LLP in Nashville, Tennessee from 1980 until 1994. He was a member of the board of directors of Atmos Energy Corporation (“Atmos”), a natural gas utility company, through February 2011, and was, until the corporation was sold in November 2006, a member of the board of directors of Intergraph Corporation, a global provider of spatial information management software and services. The board selected Mr. Cardin, a certified public accountant (inactive) and an audit committee financial expert, to serve as a director because of his accounting, finance and risk management background, his board and audit committee experience at other public companies, as well as his operational and leadership skills gained as an office managing partner of a major accounting firm.

Antoine M. Doumet

Mr. Doumet, age 65, has served as a director since 1993 and as Chairman of the board since 2005, and served as Vice Chairman from 1993 until 2005. He is a private businessman and investor. Mr. Doumet is the brother of Mr. George M. Doumet, who indirectly owns all of the outstanding shares of Inberdon. The board selected Mr. Doumet to serve as a director because of his brother’s majority control of the company and his extensive management, operational and engineering background as a result of his educational training and oversight of a variety of private business units, some with operations similar to ours.

Sandra C. Duhé

Ms. Duhé, Ph. D., MBA, age 57, has served as a director since August 2022. She has served as managing director of Duhé Ventures, LLC, an executive education and publishing firm, since 2024, and, from 2012 to 2024, was a professor and chair of the Division of Corporate Communication and Public Affairs at Southern Methodist University in Dallas, Texas. Ms. Duhé has also served as an independent consultant for CCA, Inc., a communication consulting firm, since 2017. From 1990 to 2004, she was employed by three multinational energy sector companies, the most recent company being ExxonMobil, serving in various roles, including: financial analyst; public affairs manager; vice president of Travel Guide Holdings, Inc., an ExxonMobil subsidiary; corporate brand manager; and corporate spokesperson at ExxonMobil’s headquarters. The board selected Ms. Duhé, an audit committee financial expert, because of her background in government affairs, crisis management, media relations, financial and risk communications, and community outreach.

Tom S. Hawkins, Jr.

Mr. Hawkins, age 69, has served as a director since November 2022. He retired from Atmos, a natural gas utility company, in 2019 after serving in various positions for 22 years. His last position was President of the Louisiana Division of Atmos from 2005 until 2019, where he had overall responsibility for all operations in Louisiana, including marketing, construction and service, regulatory compliance, legislative, accounting and budgeting, human resources, and public affairs. He previously served as the President of the West Texas Division of Atmos from 2000 to 2005. Mr. Hawkins was a member of the board of directors of Woman’s Hospital of Baton Rouge, Louisiana, a not-for-profit specialty hospital, from 2011 to 2019, and Heritage Propane, a national propane distributor, from 2000 to 2003. He was also an audit manager for Arthur Andersen, LLP in Nashville, Tennessee. The board selected Mr. Hawkins, a certified public accountant (inactive) and an audit committee financial expert, to serve as a director because of his accounting, finance and risk management background, his operational and leadership background at other public companies, his board experience at other companies, as well as his knowledge and skills gained during his career in many areas.

Lila R. Weirich

Ms. Weirich, age 61, has served as a director since November 2024. She has over 35 years of experience in the lime business, serving in various sales and marketing positions with Austin White Lime Company (“Austin White Lime”), until the company sold its lime operations in March 2024. Her most recent positions were Sales Director of Austin White Lime and Vice President of its subsidiary, Austin White Lime Transport, Inc. (“AWLT”), with responsibility for all of AWLT’s logistics. Since 2022, she has served as an elected director of Robinson Family Management (the holding company for Austin White Lime and other Robinson family entities and interests). Ms. Weirich was also a director of the National Lime Association until 2024. The board selected Ms. Weirich because of her background in the lime business, including sales and marketing and logistics.

Jon A. Wolkenstein

Mr. Wolkenstein, age 63, has served as a director since November 2024. He retired from Grant Thornton (“Grant Thornton”), an accounting firm, in 2024 after serving as a partner for 40 years. While at Grant Thornton, he represented a diverse group of industries, including manufacturing and distribution, technology (software and communications companies), restaurants and retail, specialty finance organizations, and transportation. From 2011 to 2017, he served as one of 10 elected board members of Grant Thornton. Mr. Wolkenstein previously served on the Finance Committee and as Audit Committee Chair of the North Texas Food Bank from 2008 to 2016, and as the Chairman of the Feeding North Texas Foundation from 2017 to 2024. He has held an NACD Directorship Certification since 2025. The board selected Mr. Wolkenstein, a certified public accountant and audit committee financial expert, to serve as a director because of his accounting, finance, and risk management background, his board expertise at other entities, as well as his knowledge and skills gained during his career in public accounting.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

WHO ARE NOT DIRECTORS

John J. Gagnon

Mr. Gagnon, age 56, joined us in 2014 as our Technical Sales & Business Development Representative and in 2022 was promoted to Vice President – Business Development. He has more than 28 years of experience in the mining industry. Prior to 2014, Mr. Gagnon held various plant, sales, and operations management positions with Martin Marietta Materials, Inc.

Nathan M. O’Neill

Mr. O’Neill, age 42, joined us in 2008 as the Quality Control Manager of Arkansas Lime Company. From 2012 until 2023, Mr. O’Neill served as the Vice President and Plant Manager of Arkansas Lime Company where he was responsible for all on-site operations, including major capital projects and customer interfacing. He was promoted to Vice President – Production in 2023. Mr. O’Neill began his career in the lime industry at Linwood Mining where he was a quality control chemist.

Timothy W. Stone

Mr. Stone, age 60, joined us in 2018 and was promoted to our Vice President – Sales and Marketing in 2022 after serving as our Director – Sales and Marketing since 2019. Prior to joining us, Mr. Stone spent 18 years at Martin Marietta Materials, Inc. in various positions, including district quality control manager and sales manager with markets serving the construction and flue gas desulfurization industries.

Michael L. Wiedemer

Mr. Wiedemer, age 57, joined us in 2017 as our Vice President and Chief Financial Officer. He has over 25 years of financial and accounting experience. Mr. Wiedemer is a certified public accountant and served as corporate controller for TearLab Corp., an in vitro diagnostic medical device company, from 2015 to 2017. From 2009 to 2015, Mr. Wiedemer held various positions, including corporate controller and chief accountant, at Peerless Manufacturing Company (“PMFG”), a provider of separation and filtration equipment primarily serving the oil and gas and power generation industries. Prior to joining PMFG, Mr. Wiedemer was an audit manager with Grant Thornton.

CORPORATE GOVERNANCE

We have adopted corporate governance practices in accordance with the listing standards of the Nasdaq Global Select Market and commensurate with our size.

Upon the recommendation of the nominating and corporate governance committee, the board has determined that Messrs. Cardin, Doumet, Hawkins, and Wolkenstein and Mses. Duhé and Weirich are independent within the meaning of the Nasdaq rules. In making the determination that Mr. Doumet is independent, the committee and the board considered the fact that Mr. Doumet is the brother of Mr. George M. Doumet, who indirectly owns all of the outstanding shares of Inberdon. Mr. Byrne, our president and CEO, is not independent within the meaning of the Nasdaq rules.

Our board of directors meets at least six times each year, and more frequently as required, and is responsible for overseeing the management of the business and affairs of the company, including the development of our major policy and strategy. The board has a standing nominating and corporate governance committee, audit committee, compensation committee and executive committee.

Our current practice is to separate the roles of chairman of our board and our president and CEO. We believe that this leadership structure has served us well.

Our board of directors as a whole has overall responsibility for risk oversight. The board is involved in major operational and financial decisions, looking to the appropriate board committees for decisions and recommendations in their areas of specific responsibilities. As discussed below, our audit committee oversees our financial reporting, internal

control, accounting, disclosure, cybersecurity, related-party transaction, insider trading, and “whistleblower” policies and procedures, while our compensation committee considers the impact of our executive compensation policies and practices on the risk profile of our company in making its compensation decisions. Our executive committee is chaired by our independent chairman.

We have an insider trading policy that applies to the officers, directors, and employees, and selected independent contractors and consultants, of the company and their respective spouses, other members of their households, and other persons whose trades or other transactions in securities are influenced by such persons (“covered persons”). The insider trading policy also provides that it is the company’s policy to comply with all applicable securities and other laws, rules, and regulations when engaging in transactions in securities, including the company’s repurchase of its own securities.

The purpose of the insider trading policy is to provide reasonable policies and procedures to promote compliance with all applicable insider trading laws, rules, and regulations with respect to trading and other transactions, including gifts, by covered persons in our securities and the securities of other companies while aware of material, nonpublic information about the company, such other companies, or their respective securities that such persons become aware of as a result of their employment or other association with us. The insider trading policy prohibits covered persons from engaging in trades and other transactions while in possession of such material, nonpublic information and from “tipping” such information to others. It also includes specific prohibitions on short selling and hedging (including options, warrants, prepaid variable forward contracts, swaps, collars, and other derivatives and exchange funds) in company securities. Additional procedures and prohibitions apply to trades and other transactions in company securities by certain persons, such as Section 16 insiders and other designated persons, including periodic and special blackout period and preclearance procedures and prohibitions against short-swing market trades and pledging. The insider trading policy provides certain exceptions to its provisions, including for trades and other transactions pursuant to properly approved Rule 10b5-1 plans.

During the year ended December 31, 2025, our board of directors held six meetings, the nominating and corporate governance committee held three meetings, the audit committee held six meetings and the compensation committee held two meetings. The executive committee did not meet during 2025. During 2025, each director attended at least 75% of the aggregate of (a) the total number of meetings held by the board and (b) the total number of meetings held by all committees on which he or she served. The board has a policy encouraging each director to attend our annual meeting of shareholders, either in-person or by means of remote communication, and all of our directors then in office attended the 2025 annual meeting in person. The board also has a policy that, in conjunction with each regularly scheduled quarterly meeting of the board, the independent directors will meet in executive session.

Governance responsibilities are undertaken by our board of directors as a whole, with certain specific responsibilities delegated to the four committees as described below:

●

Our nominating and corporate governance committee (the “nominating committee”) is currently composed of Messrs. Doumet (chairman), Cardin, and Hawkins and Mses. Duhé and Weirich, each of whom is an independent director. The primary purposes of the nominating committee are to identify and recommend individuals to serve as members of our board, to recommend to the board the duties, responsibilities and members of each committee, and to assist the board with other matters to ensure effective corporate governance, including making independence and other determinations related to director qualifications. The nominating committee is responsible for administering the board’s procedures for consideration of director nominees recommended by shareholders and the board’s process for shareholder communications with directors. The nominating committee will consider qualified candidates for nomination for election to the board recommended by our directors, officers and shareholders. In considering all such candidates, the nominating committee will take into account the candidate’s experience, qualifications, attributes and skills, in light of the size, structure, composition, diversity and needs of the board, in the following areas: our industry; accounting and finance; business judgment; management; leadership; business strategy; risk management; and corporate governance. The nominating committee has a policy regarding diversity and considers diversity of age, gender, nationality, race and ethnicity as part of its criteria in identifying, considering and recommending candidates for service on the board. All candidates should have a reputation for integrity, have experience in positions with a high degree of responsibility, be leaders in the companies, institutions or professions with which they have been affiliated, and be capable of making a sound contribution to the company. Shareholders wishing to recommend a director candidate for consideration by the nominating committee should send all relevant information with respect to the individual to the chairman of the committee in care of our secretary. Shareholders and other interested persons who wish to contact our

directors on other matters should contact our secretary. Our secretary, who may be contacted by mail at our corporate address or by e-mail at uslime@uslm.com, forwards communications to the director(s) as addressed in such communication. The nominating committee has adopted a written charter, which is available on our website located at http://investors.uslm.com. The nominating committee reviews and assesses the adequacy of its charter on an annual basis.

●Our audit committee is currently composed of Messrs. Hawkins (chairman), Cardin, and Wolkenstein and Ms. Duhé. Upon recommendation of the nominating committee, our board has determined that each member of the audit committee is independent and meets the other qualification standards set by law, regulation and applicable Nasdaq listing standards. Based on their past education, employment experience and/or professional certification in public accounting, the board has determined that Messrs. Hawkins, Cardin, and Wolkenstein and Ms. Duhé qualify as audit committee financial experts as defined by the Securities and Exchange Commission (the “SEC”). The audit committee oversees the company’s financial reporting, internal control, accounting and disclosure processes on behalf of our board, is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm (“independent auditors”) and may, in its discretion, engage independent counsel or other advisers as the committee may determine to assist it in the performance of its duties and responsibilities. The audit committee is also responsible for overseeing the administration of our Code of Business Conduct and Ethics, which is available on our website located at http://investors.uslm.com; reviewing and approving all related-party transactions; and administering our procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting control and auditing matters and for the confidential anonymous submission by our employees of concerns regarding questionable accounting or auditing matters, including our “whistleblower” procedures. Under our Code of Business Conduct and Ethics and our audit committee charter, we have written policies and procedures for the review and approval of related-party transactions. Proposed transactions with related persons and other transactions, arrangements or relationships involving a director or executive officer that may involve potential conflicts of interest are to be submitted in advance to the audit committee for its review and approval, with any involved director or executive officer playing no role in the investigation and consideration of the matter. In considering whether to approve any such related-party transactions, including with Inberdon, the audit committee would consider whether the transaction was in the best interests of the company and all of its shareholders; whether the same or a similar transaction were available to the company from unrelated third parties on equal or better terms; and whether the terms of the related-party transaction were negotiated at arms’-length and were at least as favorable to the company as any other reasonably available transaction with another party. Advice from independent advisers, including formal fairness opinions, would be sought where appropriate. The audit committee also oversees the administration of the company’s insider trading and cybersecurity policies and procedures. The audit committee has adopted a written charter, which is available on our website located at http://investors.uslm.com. The audit committee reviews and assesses the adequacy of its charter on an annual basis. The Report of the Audit Committee is set forth below.

●Our compensation committee is currently composed of six independent directors, Messrs. Cardin (chairman), Doumet, Hawkins and Wolkenstein, and Mses. Duhé and Weirich. The compensation committee is responsible for the evaluation, approval and administration of salary, incentive compensation, bonuses, benefit plans and other forms of compensation for our officers and certain other management employees, including how our compensation policies and practices relate to our risk management processes and procedures and risk-taking incentives consistent with our overall risk profile. The compensation committee is responsible for administering our 2001 plan, as well as our share ownership, compensation recovery, and other policies and practices, including the company’s policies and practices related to the grant of options close in time to the release of material, nonpublic information. If not performed by the board, the compensation committee periodically reviews the company’s development and succession plans. The compensation committee may, in its discretion, engage any compensation consultants, legal counsel or other advisers as the committee may determine to assist it in the performance of its duties and responsibilities. The compensation committee has adopted a written charter, which is available on our website located at http://investors.uslm.com. The compensation committee reviews and assesses the adequacy of its charter on an annual basis. The Report of the Compensation Committee is set forth below.

●Our executive committee is currently composed of Messrs. Doumet (chairman) and Byrne. Within the policy and strategic direction provided by our board, the executive committee may exercise all of the powers of the

board, except those required by law, regulation or Nasdaq listing standards to be exercised by the full board or another committee of the board, and is required to report to the board on all matters considered and actions taken since the last meeting of the full board.

Our directors and management are focused on social, environmental, governance, and sustainability issues. Our corporate social responsibility and sustainability strategy is committed to adopting and implementing sound governance and sustainability practices across our business. Protecting the environment is important to us, and we strive to be in compliance with all applicable environmental and mine safety laws, rules and regulations, including with respect to land reclamation and remediation. Our modernization and expansion and development projects have equipped us with up-to-date, fuel-efficient plant facilities, including preheater and modern vertical kilns. In addition, we are committed to social responsibility, including the health, safety and welfare of our employees. We are committed to fostering a work environment that includes providing equal access to, and participation in, equal employment opportunities, programs, and services, without regard to a person’s age, gender, nationality, race, or ethnicity. The company is focused on the development and fair treatment of its employees, including equal employment hiring practices and policies, anti-harassment, and anti-retaliation policies. We operate on the premise that good corporate governance, strong oversight and rigorous risk management are fundamental to the future long-term success of our business, and we believe that our governance and sustainability practices are well aligned with the long-term best interests of our shareholders and the businesses and communities that we serve.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee is composed of four independent directors as defined under the applicable rules of the Nasdaq Global Select Market, Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Committee oversees the company’s financial reporting, internal control, accounting and disclosure processes on behalf of the board of directors. The Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the company’s independent registered public accounting firm (“independent auditors”). Management has primary responsibility for the company’s financial statements and reporting processes, including the company’s systems of internal control. Grant Thornton LLP, the company’s independent auditors, is responsible for performing independent audits of the company’s financial statements and its internal control over financial reporting, in accordance with standards established by the Public Company Accounting Oversight Board (United States) (the “PCAOB”), and expressing opinions, based on its audits, as to the conformity of such financial statements with accounting principles generally accepted in the United States of America and as to the effectiveness of such internal control over financial reporting.

In the performance of its oversight function, the Audit Committee has reviewed and discussed the company’s audited financial statements and internal control over financial reporting with management and the independent auditors. The Committee has also discussed with the independent auditors the other matters required to be discussed under PCAOB standards. In addition, the Committee has received from the independent auditors the written disclosures and the letter concerning independence required by the PCAOB and discussed with them their independence from the company and its management. The Committee has considered whether the independent auditors’ provision of non-audit services to the company is compatible with the auditors’ independence.

The Audit Committee meets with the independent auditors, with and without management present, to discuss the results of their examinations, their evaluation of the company’s internal control over financial reporting and the overall quality of the company’s financial reporting.

Based on the reviews and discussions referred to above, the Audit Committee recommended, and the board of directors approved, the inclusion of the company’s audited financial statements in the company’s Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the SEC.

Respectfully submitted by the members of the Audit Committee of the board of directors,

Tom S. Hawkins, Jr., Chairman

Richard W. Cardin

Sandra C. Duhé

Jon A. Wolkenstein

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The compensation committee of our board has the responsibility for administering our executive compensation program. The committee reviews and, as appropriate, makes recommendations to the full board regarding the base salaries and annual cash bonuses for executive officers, and administers our 2001 plan, including the grant of stock options and shares of restricted stock and cash awards. Where appropriate, we may enter into employment agreements with certain executive officers.

On July 12, 2024, the company effected a 5-for-1 split of its common stock in the form of a stock dividend of four additional shares of common stock for each share outstanding to shareholders of record at the close of business on June 21, 2024 (the “stock split”). The number and terms of stock-based compensation awards outstanding on the date of the stock split were adjusted in order to prevent the dilution or enlargement of the rights of participants under the 2001 plan. All stock-based compensation information in this proxy statement has been retroactively adjusted to reflect the stock split.

Compensation Philosophy and Objectives. Our principal executive compensation policy, which is endorsed by the committee, is to provide a compensation program for executive officers that will attract, motivate and retain persons of high quality and will support a long-standing internal culture of loyalty and dedication to the interests of the company and our shareholders in order to assist us in creating sustainable, long-term shareholder value, often in the face of uncertain economic, governmental, legal and regulatory conditions and increased competition in the lime and limestone industry. In administering the executive compensation program, the committee is mindful of the following principles and guidelines, which are supported by the full board:

●

Base salaries for executive officers should be competitive.

●

A sufficient portion of annual compensation should be at risk in order to align the interests of executive officers with the long-term interests of our shareholders.

●

The variable part of annual compensation should reflect both individual and corporate performance.

●

As an executive officer’s level of responsibility increases, a greater portion of total compensation should be at risk and include more stock-based compensation to provide executive officers long-term incentives and help to align further the interests of such executives and shareholders in the enhancement of shareholder value.

Our executive compensation program currently has three primary components: base salary, annual cash bonuses and stock-based awards granted pursuant to our 2001 plan. In addition, an executive officer may receive certain benefits that are specifically provided for in his employment agreement or are generally available to all salaried employees. We do not have any defined benefit pension plans, non-qualified deferred compensation arrangements or supplemental retirement plans for our executive officers.

For each executive officer, the committee determines the appropriate level for each compensation component based in part on its view of competitive market factors, internal equity and consistency and other considerations deemed relevant, such as rewarding extraordinary performance. The committee has not adopted any formal or informal policies or guidelines for allocating compensation among different forms of cash compensation, between cash and non-cash compensation or between currently paid and long-term compensation. The committee also considers the potential risk incentive each compensation component may have on an executive officer and believes that the compensation packages for our executive officers achieve the appropriate balance of cash and non-cash, discretionary and performance-based and short-term and long-term incentives and do not encourage undue or inappropriate risk-taking. Our president and CEO provides the committee with recommendations for executive officers other than himself, which the committee reviews and approves as submitted or with revisions, if any.

The committee has not engaged an outside compensation consultant. Although the committee does not formally benchmark any component of our executive officer compensation to a particular target percentile of any other company’s compensation, the committee does, as it believes appropriate, consider data that allows a general comparison of the overall compensation for our executive officers with that of other comparable size non-durable manufacturing companies. In

addition, in considering our executive compensation, the committee takes into account the favorable outcome of the shareholder advisory vote on executive compensation, and it, therefore, did not feel that any major changes were required to our overall executive compensation program.

We have adopted a compensation recovery policy for our executive officers. The policy provides for recovery of incentive-based compensation based, in whole or in part, upon (i) the attainment of measures that are determined and presented in accordance with the accounting principles used in preparing our financial statements, or any measures that are derived wholly or in part from such measures, (ii) our stock price, or (iii) our total shareholder return, received by an executive officer in the event of an accounting restatement due to material noncompliance with financial reporting requirements that is in excess of the incentive-based compensation that such person would have received based upon the restated financial reporting measure.

On August 1, 2024, the company and Mr. Byrne, the company’s President and CEO, entered into an agreement (the “Employment Agreement”), amending and restating Mr. Byrne’s previous employment agreement, dated as of January 1, 2020. The Employment Agreement extended the term of Mr. Byrne’s employment with the company by four years, from December 31, 2024 to December 31, 2028, and for successive one-year periods thereafter unless either Mr. Byrne or the company gives at least one year’s prior written notice of intent not to renew. In addition, the Employment Agreement made certain changes to Mr. Byrne’s compensation arrangements, some of which were effective for 2024, and also made other updating and conforming changes to reflect recent changes to the company’s compensation recovery policy and standard confidentiality and covenant not to compete provisions.

In negotiating the Employment Agreement with Mr. Byrne, the compensation committee sought to ensure that the company will continue to have the benefit of Mr. Byrne’s services at least through 2028. In the committee’s view, Mr. Byrne’s leadership has been essential to the financial and strategic success of the company, helping to drive the increased price of the company’s common stock, especially in recent years. The committee’s goal remains to align Mr. Byrne’s financial interests with those of our long-term shareholders, and to ensure that he is incentivized not to take actions that may benefit the company and its shareholders in the short-term at the expense of long-term corporate value creation and sustainability. In particular, our board and compensation committee are sensitive to how Mr. Byrne’s leadership and actions could further our various objectives, including executive succession planning, human capital development, modernization, expansion and development projects, cost savings and efficiencies, acquisitions, corporate governance, and sustainability. The terms of Mr. Byrne’s Employment Agreement are discussed further below.

Base Salaries. The committee determines levels of our executive officers’ base salaries so as to be competitive with amounts paid to executives performing similar functions in comparable size non-durable manufacturing companies. The amount of each executive officer’s annual increase in base salary, if any, is based on a number of largely subjective factors, including changes in the individual’s duties and responsibilities, the personal performance of such executive officer, the performance of the company, cost-of-living increases, and such other factors as the committee deems appropriate, including the individual’s overall mix between fixed and variable compensation and between cash and stock-based compensation. In the case of Mr. Byrne, his employment agreement provides for a minimum base salary of $555,000.

Mr. Byrne’s base salary is reviewed annually for adjustment effective January 1. The base salaries of our other executive officers are also reviewed annually for adjustment. In determining salary increases in 2025, the primary factors considered were the executive officers’ individual performances, the performance of the company and the cost-of-living. Salary rate increases for Messrs. Byrne, Gagnon, O’Neill, Stone and Wiedemer in 2025 were 3.6%, 4.1%, 5.3%, 4.0%, and 21.2%, respectively. The 2026 salary rate increase for Mr. Byrne was 5.2%, effective January 1, 2026, to $605,000. The salary rate increases for the remaining executive officers, other than Mr. Byrne, for 2026 have not yet been determined.

Annual Cash Bonuses. Each of our executive officers is eligible to receive annual cash bonuses based on discretionary determinations made by the committee. Except in the case of Mr. Byrne, we have not adopted a formal or informal annual bonus arrangement with pre-set performance goals. Rather, the committee’s determination to pay a cash bonus, if any, is made in December each year based on the committee’s subjective judgment with respect to the past performance of the individual and the company or on the attainment of non-quantified performance goals during the year. In either such case, the discretionary bonus may be based on the specific accomplishments of the individual and/or on the overall performance of the company. Discretionary bonuses are normally paid after our earnings for the applicable year are released. The amounts of the discretionary bonuses for 2025 paid in 2026 were based on each executive officer’s individual performance and accomplishments, including contributions made to succession planning, human capital development, modernization, expansion and development projects, cost savings and efficiencies, acquisitions, corporate governance and sustainability, during 2025 and are reflected in the Summary Compensation Table.

In the case of Mr. Byrne, in addition to the possibility of a discretionary cash bonus in the subjective judgment of the committee, Mr. Byrne’s Agreement provides that he was entitled for 2025 to an objective annual EBITDA (earnings, before interest, taxes, depreciation, depletion and amortization computed without regard to the effects of any awards granted under the 2001 plan) cash bonus opportunity under our 2001 plan based on our 2025 EBITDA of $250,000 if EBITDA was $100,000,000; $350,000 if EBITDA was $110,000,000; $450,000 if EBITDA was $115,000,000; and the greater of $555,000 or his base salary at the start of the performance year if EBITDA was equal to or greater than $120,000,000. Any such EBITDA cash bonus for 2025 would be prorated between breakpoints, if required. In 2025, our EBITDA as calculated under this agreement exceeded $120,000,000. As a result, we paid Mr. Byrne in 2026 an EBITDA cash bonus for 2025 of $575,000, equal to the amount of his base salary for 2025. For 2026, Mr. Byrne’s maximum EBITDA cash bonus opportunity is $605,000, equal to the amount of his base salary for 2026.

Stock-Based Awards. The committee also administers our 2001 plan to provide stock-based incentives to our key employees, including our executive officers. The plan was amended in 2024 to increase the number of shares of company common stock reserved for stock-based awards under the plan and to make other changes. As of March 13, 2026, the number of shares of company common stock remaining available for future grants of stock options, restricted stock, or other forms of stock-based awards under the plan was 769,148.

Grants of stock options, shares of restricted stock and other possible stock-based awards are based on each individual’s position within the company, level of responsibility, past performance and expectation of future performance. In determining the number of stock-based awards to be granted to each executive officer, the committee also considers the number of stock-based awards made in prior years to the executive officer, as well as the company’s performance and the market price of our common stock.

Grants of stock-based awards to Mr. Byrne are made on the last business day of the calendar year as set forth in his Employment Agreement. Grants to other executive officers are made soon after the date that our earnings for the preceding calendar year are released. The committee also may make grants to executive officers at other times during the year in connection with new hires or promotions. The exercise price for stock options is set at the closing per share market price of our common stock on the date of grant. It is the company’s policy and practice not to grant options prior to the release of material, nonpublic information.

The stock-based component of our executive compensation program consists of the granting of shares of time-vested restricted stock. We do not currently grant stock options to our employees. This is because the committee believes that the amount required to be expensed for stock options by accounting standards is significantly greater than the amount of benefit optionees perceive they receive, as well as the fact that restricted stock is comparatively less dilutive to earnings than stock options.

Under his Employment Agreement, on the last business day of 2025, Mr. Byrne was granted 47,500 shares of restricted stock. Mr. Byrne’s shares of restricted stock vest one year following the date of grant.

In February 2026, the compensation committee granted 210, 426, 336, and 426 shares of restricted stock that vest in three annual installments to Messrs. Gagnon, O’Neill, Stone, and Wiedemer respectively. In February 2025, the compensation committee granted 210, 426, 336 and 426 shares of restricted stock that vest in three annual installments to Messrs. Gagnon, O’Neill, Stone, and Wiedemer, respectively.

In granting these executive officers awards of restricted stock in February 2026, the committee took into account the executive officers’ past and expected performance, the increase in gross profit of our lime and limestone operations during 2025 and the change in the market price of our common stock since February 2025 in order to provide the executives with meaningful stock-based compensation and an incentive for future performance.

Tax Implications. In determining executive compensation, the committee considers, among other factors, the possible tax consequences to the company. Tax consequences, including but not limited to tax deductibility by the company, are subject to many factors (such as changes in the tax laws and regulations or interpretations thereof) that are beyond the control of the company. In addition, the committee believes that it is important for it to retain maximum flexibility in designing compensation programs that meet its stated objectives. For these reasons, the committee, while considering tax deductibility as one of the factors in determining compensation, does not limit compensation to those levels or types of compensation that will be deductible by the company.

Summary Compensation Table

The following table sets forth the cash and non-cash compensation earned by our president and CEO, our chief financial officer and our other named executive officers for 2025, 2024 and 2023:


														Change in
												Non-		Pension Value
												Equity		and Non-Qualified		All
										Option		Incentive		Deferred		Other
Name and				Salary		Bonus		Stock Awards		Awards		Plan		Compensation		Compensation
Principal Position		Year		($)		($)⁽¹⁾		($)⁽²⁾		($)⁽²⁾		Compensation ($)⁽³⁾		Earnings ($)		($)⁽⁴⁾		Total ($)
Timothy W. Byrne		2025		575,000		800,000		5,687,650		—		575,000		—		30,413		7,668,063
President and Chief		2024		555,000		300,000		6,305,150		—		555,000		—		30,263		7,745,413
Executive Officer		2023		530,000		1,150,000		2,879,375		684,525		530,000		—		30,242		5,804,142
John J. Gagnon		2025		224,750		47,500		23,199		—		—		—		8,006		303,455
Vice President –		2024		215,750		45,000		37,503		—		—		—		7,734		305,987
Business Development		2023		206,750		45,000		32,088		—		—		—		6,412		290,250
Nathan M. O'Neill		2025		256,750		75,000		47,060		—		—		—		9,788		388,598
Vice President –		2024		244,500		65,000		60,005		—		—		—		9,060		378,565
Production		2023		235,250		55,000		38,506		—		—		—		7,644		336,400
Timothy W. Stone		2025		254,500		72,500		37,118		—		—		—		7,657		371,775
Vice President –		2024		244,500		70,000		52,504		—		—		—		8,004		375,008
Sales and Marketing		2023		235,250		70,000		32,088		—		—		—		7,426		344,764
Michael L. Wiedemer		2025		382,500		80,000		47,060		—		—		—		10,500		520,060
Vice President and		2024		325,500		70,000		60,005		—		—		—		9,434		464,939
Chief Financial Officer		2023		309,000		65,000		36,672		—		—		—		9,355		420,027

(1)	Reflects discretionary cash bonuses earned in the year shown, and paid the following year.

(2)

Reflects the aggregate grant date fair value with respect to restricted stock and stock options determined in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The method and assumptions used to determine the fair value for restricted stock and stock options are set forth in Note 6 to our consolidated financial statements included in our 2025 Annual Report on Form 10-K.

(3)	Reflects Mr. Byrne’s EBITDA cash bonus earned in the year shown, and paid the following year.

(4)	Includes company contributions to our 401(k) plan, the value attributable to personal use of company-provided automobiles, and, for Mr. Byrne, dues for a country club membership.

Grants of Plan-Based Awards

The following table sets forth information with respect to non-equity incentive plan awards and restricted stock and stock option awards granted to our named executive officers during 2025:


								All	All Other
								Other	Option	Exer-
								Stock	Awards:	cise or
								Awards:	Number	Base	Grant Date
		Estimated Possible Payouts			Estimated Future Payouts			Number	of	Price	Fair Value of
		Under Non-Equity Incentive			Under Equity Incentive			of Shares	Securities	of	Stock and
		Plan Awards			Plan Awards			of Stock	Underlying	Option	Option
		Threshold	Target	Maximum	Threshold	Target	Maximum	or Units	Options	Awards	Awards
Name	Grant Date	($)	($)	($)	(#)	(#)	(#)	(#)	(#)	($/Sh)	($)
Timothy W. Byrne		250,000	—	575,000	—	—	—	—	—	—	—
	12/31/25	—	—	—	—	—	—	47,500	—	—	5,687,650
John J. Gagnon	2/2/25	—	—	—	—	—	—	210	—	—	23,199
Nathan M. O'Neill	2/2/25	—	—	—	—	—	—	426			47,060
Timothy W. Stone	2/2/25	—	—	—	—	—	—	336	—	—	37,118
Michael L. Wiedemer	2/2/25	—	—	—	—	—	—	426	—	—	47,060

Option Exercises and Stock Vested

The following table sets forth information with respect to stock option awards exercised by, and stock awards vested for, our named executive officers during 2025:


	Option Awards		Stock Awards
	Number of Shares	Value Realized on	Number of Shares	Value Realized on
Name	Acquired on Exercise (#)	Exercise ($)	Acquired on Vesting (#)	Vesting ($)
Timothy W. Byrne	—	—	47,500	5,687,650
John J. Gagnon	—	—	950	105,013
Nathan M. O'Neill	—	—	1,195	132,102
Timothy W. Stone	—	—	1,050	116,071
Michael L. Wiedemer	—	—	1,150	127,129

Outstanding Equity Awards at Fiscal Year-End

The following table includes certain information with respect to the value of all unexercised options and unvested shares of restricted stock held by our named executive officers as of December 31, 2025:

Option Awards

Stock Awards

Equity

Incentive

Plan

Awards:

Equity

Awards:

Market or

Incentive

Number of

Payout

Plan

Unearned

Value of

Awards:

Number

Market

Shares,

Unearned

Number of

of Shares

Value of

Units or

Shares,

Securities

or Units

Shares or

Other

Units or

Underlying

of Stock

Units of

Rights

Other

Unexercised

Option

That

Stock

That

Rights

Options

Unearned

Exercise

Option

Have Not

That Have

Have Not

That Have

(#)

Options

Price

Expiration

Vested

Not

Vested

Not

Name

Exercisable

Unexercisable

(#)

($)

Date

(#)

Vested ($)

(#)

Vested ($)

Timothy W. Byrne

—

47,500

⁽¹⁾

5,687,650

—

37,500

—

46.07

12/29/33

—

12,500

—

28.15

12/30/32

—

John J. Gagnon

—

SEC Form DEF 14A filed by United States Lime & Minerals Inc.