Intrepid Potash, Inc. (IPI)

CIK: 0001421461. SIC: 1400 Mining & Quarrying of Nonmetallic Minerals (No Fuels). Latest 10-K as of: 2026-03-05.

SIC breadcrumb: Mining > SIC Major Group 14 > SIC 1400 Mining & Quarrying of Nonmetallic Minerals (No Fuels)

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1421461. Latest filing source: 0001421461-26-000008.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001421461.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001421461.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001421461-26-000014.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-31.

ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q (this "Quarterly Report") contains forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements in this Quarterly Report other than statements of historical fact are forward-looking statements. Forward-looking statements include statements about, among other things, our future results of operations and financial position, our business strategy and plans, our expected capital investments and our objectives for future operations. In some cases, you can identify these statements by forward-looking words, such as "estimate," "expect," "anticipate," "project," "plan," "intend," "believe," "forecast," "foresee," "likely," "may," "should," "goal," "target," "might," "will," "could," "predict," and "continue." Forward-looking statements are only predictions based on our current knowledge, expectations, and projections about future events.

    These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including the following:

•changes in the price, demand, or supply of our products and services;

•challenges and legal proceedings related to our water rights;

•our ability to successfully identify and implement any opportunities to grow our business whether through expanded sales of water, Trio®, byproducts, and other non-potassium related products or other revenue diversification activities;

•the costs of, and our ability to successfully execute, any strategic projects;

•declines or changes in agricultural production or fertilizer application rates;

•declines in the use of potassium-related products or water by oil and gas companies in their drilling operations;

•our ability to prevail in outstanding legal proceedings;

•our ability to comply with the terms of our revolving credit facility, including any underlying covenants;

•write-downs of the carrying value of assets, including inventories;

•circumstances that disrupt or limit production, including operational difficulties or variances, geological or geotechnical variances, equipment failures, environmental hazards, and other unexpected events or problems;

•changes in reserve estimates;

•currency fluctuations;

•adverse changes in economic conditions or credit markets;

•the impact of governmental regulations, including environmental and mining regulations, the enforcement of those regulations, and governmental policy changes;

•the impact of trade tariffs and any potential changes to them we are unable to mitigate;

•adverse weather events, including events affecting precipitation and evaporation rates at our solar solution mines;

•increased labor costs or difficulties in hiring and retaining qualified employees and contractors, including workers with mining, mineral processing, or construction expertise;

•changes in management and the board of directors, and our reliance on key personnel, including our ability to identify, recruit, and retain key personnel;

•changes in the prices of raw materials, including chemicals, natural gas, and power;

•our ability to obtain and maintain any necessary governmental permits or leases relating to current or future operations;

•interruptions in rail or truck transportation services, or fluctuations in the costs of these services;

•our ability to fund necessary capital investments;

•the impact of global health issues, and other global disruptions on our business, operations, liquidity, financial condition and results of operations; and

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•the other risks, uncertainties, and assumptions described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025, this Quarterly Report and in other reports we file with the SEC.

In addition, new risks emerge from time to time. It is not possible for our management to predict all risks that may cause actual results to differ materially from those contained in any forward-looking statements we may make.

In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in these forward-looking statements. As a result, you should not place undue reliance on these forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements to conform those statements to actual results or to reflect new information or future events.

    Throughout this Quarterly Report, we refer to average net realized sales price per ton, which is a non-GAAP financial measure. More information about this measure, including a reconciliation of this measure to the most directly comparable GAAP financial measure, is below under the heading "Non-GAAP Financial Measure."

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Company Overview

We are a diversified mineral company that delivers potassium, magnesium, sulfur, salt, and water products essential for customer success in agriculture, animal feed and the oil and gas industry. We are the only U.S. producer of muriate of potash (sometimes referred to as potassium chloride, KCl or potash), which is applied as an essential nutrient for healthy crop development, utilized in several industrial applications, and used as an ingredient in animal feed. In addition, we produce a specialty fertilizer, Trio®, which delivers three key nutrients, potassium, magnesium, and sulfate, in a single particle. We also provide water, magnesium chloride, brine, and various oilfield products and services.

Our extraction and production operations are conducted entirely in the continental U.S. We produce potash from three solution mining facilities: our HB solution mine in Carlsbad, New Mexico, our solution mine in Moab, Utah, and our brine recovery mine in Wendover, Utah. We also operate our North compaction facility in Carlsbad, New Mexico, which compacts and granulates product from the HB mine. We produce Trio® from our conventional underground East mine in Carlsbad, New Mexico.

    Historically, we had three segments: potash, Trio®, and oilfield solutions. Our oilfield solutions segment included the results from Intrepid South. In March 2026, our Board of Directors ("Board") approved the sale of the Intrepid South business, and Intrepid South assets and liabilities met the criteria to be classified as held for sale. The Intrepid South property generated revenue from sales of various oilfield related products and services, including but not limited to, water, brine, surface use and right-of-way agreements, a produced water royalty agreement, and caliche. We determined that the planned sale of Intrepid South represented a strategic shift having a major effect on our operations and financial results and therefore met the criteria for classification as discontinued operations in all periods presented. Because we are presenting the sale of Intrepid South as discontinued operations, our oilfield solutions segment is no longer considered a reportable segment. On April 1, 2026, we closed on the sale of Intrepid South. We received $70 million in total from the buyer, with an $8 million deposit received in December 2025 and the remaining $62 million received on April 1, 2026. The $70 million payment received is subject to customary adjustments and closing conditions determined within 120 days of the closing date.

We account for the sale of byproducts as revenue in the potash or Trio® segment based on which segment generated the byproduct. Intersegment sales prices are market-based and are eliminated.

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Significant Business Trends and Activities

    Our financial results have been, or are expected to be, impacted by several significant trends and activities, which are described below. We expect that the trends described below may continue to impact our results of operations, cash flows, and financial position.

• Sale of Intrepid South. In March 2026, our Board approved the sale of Intrepid South, a component of our business. On April 1, 2026, we closed on the sale of Intrepid South and received $70 million, subject to customary adjustments and closing conditions determined within 120 days of the closing date. This sale included land, water rights and operational agreements and represents a strategic shift that will have a major effect on our operations and financial results. Accordingly, we are presenting Intrepid South in discontinued operations.

Intrepid South operations included revenues from source water sales, sales of brines, surface use and easement agreements and a produced water royalty. Total annual sales reported at Intrepid South were $12.5 million and $18.9 million for 2025, and 2024, respectively, which represent approximately 80% of the total sales reported in the oilfield solutions segment during those two years. Total cost of goods sold at Intrepid South were $13.0 million and $8.6 million in 2024 and 2025, respectively, and represent approximately 75% of the total cost of sales reported in the oilfield solutions segment in those two years.

Given Intrepid South's portion of the oilfield solutions total sales and total cost of goods sold, our oilfield solutions segment is no longer considered a reportable segment.

• Tariffs and retaliatory tariffs. Since February 2025, the U.S. government has announced, implemented, modified, paused, and/or terminated various tariff measures, including “reciprocal” tariffs on imports from most countries, the so-called “trafficking” tariffs on imports from Canada, Mexico and China, and a number of new or modified tariffs on imports of specific classes of products (including, but not limited to, steel, aluminum, and copper) under Section 232 of the Trade Expansion Act of 1962.

Imports from Canada and Mexico that meet the origin rules of the United States-Mexico-Canada Agreement (USMCA), are presently exempt from the “reciprocal” and “trafficking” tariffs, but not the Section 232 tariffs. However the status of this exemption is uncertain, and the USMCA itself may be subject to renegotiation. Other countries and customs unions, including the United Kingdom, European Union, and Japan, have negotiated separate trade agreements with the U.S. resulting in lower tariffs that would have otherwise applied. However, these agreements are also subject to further negotiation.

The U.S. also continues to negotiate with additional trade partners on potential agreements, the outcome of which remains uncertain. These tariffs and other announcements has led, and may continue to lead, to retaliatory tariffs by other countries. This activity is creating uncertainty regarding the extent and impact of tariffs on our business and the economy in general. Tariffs, or the potential for tariffs, may affect the costs and availability of raw materials, affect our customers' purchasing decisions, contribute to increases in operating costs through increases in product and equipment costs, wages, and energy, or have other related impacts on our business and the markets in which we operate.

• Potash pricing and demand. Our potash average net realized sales price per ton(1) increased to $353 for the three months ended March 31, 2026, compared to $312 for the same period in 2025, as the 2026 winter fill program prices at $355 per ton were $40 per ton higher than the 2025 winter fill program prices.

We saw good subscription under the winter fill program with customers placing orders for the majority of their first quarter needs. Following the conclusion of the winter fill program, prices increased $20 per ton to a list price of $375 per ton. We expect

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-03-05. Report date: 2025-12-31.

ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

        AND RESULTS OF OPERATIONS

This Management's Discussion and Analysis should be read in conjunction with the accompanying consolidated financial statements and related notes contained in "Item 8. Financial Statements and Supplemental Data" of this Annual Report.

This Management's Discussion and Analysis contains forward‑looking statements that involve risks, uncertainties, and assumptions as described under the heading "Cautionary Note Regarding Forward‑Looking Statements," in Part I of this Annual Report. Our actual results could differ materially from those anticipated by these forward‑looking statements as a result of many factors, including those discussed under "Item 1A. Risk Factors" and elsewhere in this Annual Report.

A discussion of the changes in our results of operations between the years ended December 31, 2024, and December 31, 2023, has been omitted from this Annual Report on Form 10-K but may be found in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 4, 2025, which is available free of charge on the SEC's website at www.sec.gov and our corporate website (www.intrepidpotash.com).

Overview

    We are a diversified mineral company that delivers potassium, magnesium, sulfur, salt, and water products essential for customer success in agriculture, animal feed and the oil and gas industry. We are the only U.S. producer of muriate of potash (sometimes referred to as potassium chloride or potash), which is applied as an essential nutrient for healthy crop development, utilized in several industrial applications, and used as an ingredient in animal feed. In addition, we produce a specialty fertilizer, Trio®, which delivers three key nutrients, potassium, magnesium, and sulfur, in a single particle. We also provide water, magnesium chloride, brine and various oilfield products and services.

Our extraction and production operations are conducted entirely in the continental U.S. We produce potash from three solution mining facilities: our HB solution mine in Carlsbad, New Mexico, our solution mine in Moab, Utah, and our brine recovery mine in Wendover, Utah. We also operate our North compaction facility in Carlsbad, New Mexico, which compacts and granulates product from the HB mine. We produce Trio® from our conventional underground East mine in Carlsbad, New Mexico.

We also have certain land, water rights, federal grazing leases, and other related assets in southeast New Mexico. We refer to these assets and operations as "Intrepid South." Intrepid South generates revenue from sales of various oilfield-related products and services, including but not limited to, water, brine, surface use and right-of-way agreements, a produced water royalty agreement, and caliche sales.

    We have three segments: potash, Trio®, and oilfield solutions. We account for the sale of byproducts as revenue in the potash or Trio® segment based on which segment generated the byproduct. For each of the years ended December 31, 2025, 2024, and 2023, a majority of our byproduct sales were accounted for in the potash segment.

Significant Business Trends and Activities

    Our financial results have been, or are expected to be, impacted by several significant trends and activities, including impacts from global disruptions. Given the dynamic nature of such disruptions, we cannot reasonably estimate the impacts of such disruptions, if any, on our financial condition, results of operations, liquidity, or cash flows in the future. We expect that any such disruptions may have a material effect on revenue growth, financial condition, liquidity, and overall profitability in future reporting periods. Please see further discussion under "Item 1A. Risk Factors."

We expect that the trends described below may continue to impact our results of operations, cash flows, and financial position.

•Tariffs and retaliatory tariffs. Since February 2025, the U.S. government has announced, implemented, modified, paused, and/or terminated various tariff measures, including tariffs pursuant to the International Emergency Economic Powers Act (“IEEPA”) (which were held unlawful in February 2026 by the U.S. Supreme Court and terminated), and a number of new or modified tariffs on imports of specific classes of products (including, but not limited to, steel, aluminum, and copper) under Section 232 of the Trade Expansion Act of 1962 (“Section 232”), and most recently a temporary tariff under Section 122 of the Trade Act of 1974 (“Section 122”). In addition, the U.S. government has indicated that it will initiate investigations with the intention of imposing additional tariffs under Section 232 and Section 301 of the Trade Act of 1974.

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Imports from Canada and Mexico that meet the origin rules of the United States-Mexico-Canada Agreement ("USMCA"), were exempt from the IEEPA tariffs, and are currently exempt from the Section 122 tariffs, but not Section 232 tariffs. The status of the Section 122 exemption is uncertain, as is whether the USMCA-qualifying goods would be exempt from future tariffs, and the USMCA itself may be subject to renegotiation. Other countries and customs unions, including the United Kingdom, European Union, Japan and Korea, have negotiated separate trade agreements with the U.S. resulting in lower tariffs than would have otherwise applied. However, the status of these agreements is uncertain in light of the termination of IEEPA tariffs, and such agreements are subject to further negotiation.

The U.S. also continues to negotiate with additional trade partners on potential agreements, the outcome of which remains uncertain. These tariffs have also at time led, and may continue to lead, to retaliatory tariffs imposed by other countries. This volatility of tariffs creates uncertainty regarding the extent and impact of tariffs on our business and the economy in general. Tariffs, or the potential for tariffs, may affect the costs and availability of raw materials, affect our customers' purchasing decisions, contribute to increases in operating costs through increases in product and equipment costs, wages, and energy, or have other related impacts on our business and the markets in which we operate.

•Potash pricing and demand. Our average net realized sales price for potash decreased to $353 per ton in 2025 compared to $377 per ton in 2024. After peaking in mid-2022, potash prices steadily declined, reaching a floor in January 2025 at $315 per ton during the winter-fill agricultural potash program. Supportive crop prices and strong demand during the first half of 2025 led to multiple price increases with summer-fill potash pricing increasing to $390 per ton in June 2025, followed by a $20 per ton increase that was largely untested in the third and fourth quarters. Fourth quarter pricing was unchanged from post summer-fill levels, but demand was slow as reduced farmer profitability due to commodity price declines and sufficient inventory from the summer-fill program limited buying. A winter-fill agricultural potash program was announced in January 2026 at $355 per ton, a $40 per ton increase compared to the 2025 winter-fill program, and we have seen good subscription under the program with customers placing orders for the majority of their first quarter needs. Our price expectations could be affected by, among other things, weather, planting decisions, rail car availability, commodity price decreases and the price and availability of other potassium products. As a smaller producer relative to the overall market, domestic pricing of our potash is influenced principally by the price established by our competitors. The interaction of global potash supply and demand, ocean, land, and barge freight rates, currency fluctuations, tariffs, and crop commodity values and outlook, also influence pricing.

•Trio® pricing and demand. Our average net realized sales price for Trio® increased to $367 per ton in 2025, compared to $311 per ton in 2024. Similar to potash, after prices peaked in mid-2022, Trio® pricing steadily declined until reaching a floor in the second half of 2023. Trio® prices were relatively flat in the first half of 2024 with summer-fill pricing of $320 per ton, after which rising sulfate values and increased demand led to multiple prices increases in both the second half of 2024 and first half of 2025, with prices peaking in June 2025 at $415 per ton, a $95 per ton increase over the summer-fill levels of the prior year. We announced a fall-fill program in October 2025, reducing price $35 per ton to $380 per ton, during a one-week order window and saw record subscription with 87,000 tons sold in the fourth quarter of 2025. Pricing increased to $405 per ton after the order window and we continue to see good demand to date in 2026. Our ability to realize the increased prices may be affected by, among other things, weather, planting decisions, rail car availability, commodity price decreases, and the price and availability of other potassium products.

Overall average net realized sales price per ton for Trio® will continue to be impacted by the percentage of international sales, particularly to offshore markets. Competition from lower cost alternatives and freight costs continues to negatively impact our average net realized sales price per ton to offshore markets. We plan to continue a price-over-volume strategy internationally by focusing on those international markets where we obtain the highest average net realized sales price per ton and thus the highest margin.

We experience seasonality in domestic Trio® demand, with more purchases coming in the first and second quarters in advance of the spring application season in the U.S. In turn, we generally have increased inventory levels in the third and fourth quarters in anticipation of expected demand for the following year. We continue to operate our facilities at reduced production levels that approximate expected demand and allow us to manage inventory levels.

•Strategic Focus on our Solar Solution Mining Facilities. Key current and future projects include:

◦Wendover Primary Ponds - Similar to our caverns at the Moab and HB mines, the primary ponds at Wendover serve as the brine storage area, and are necessary to achieve our goals of maximizing brine availability, increasing brine grade, and improving production. We completed the construction of a new primary pond in June 2024 and are seeing the production benefits from this pond in our 2025 - 2026 production year. We plan to begin construction of another primary pond in mid-2026 to further increase our

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brine storage capacity and we expect production will continue to improve towards our productive capacity over the next couple of years.

◦HB AMAX Cavern - After further evaluation of our AMAX Cavern project, we have deferred additional capital investment in our AMAX Cavern project until at least 2027. While the AMAX Cavern remains a key part of our HB mine and we remain confident in the potash reserve in place, we believe we have adequate brine sources to maintain production at our HB facility for the next few years. Before committing additional capital, we are looking to ensure we have adequate brine injection volumes to flood the AMAX Cavern, which will be the largest cavern in the HB system, and the necessary bitterns management system in place to maximize the full potential of this additional cavern.

•Lithium Development Project. In 2025, we entered into a Joint Development Agreement ("JDA") with Aquatech International, LLC and Adionics (together, the "Lithium Partners") to pursue the potential development of a 5,000 metric tonne lithium extraction facility using the post-process brine at our Wendover facility. Initial demonstration testing using our Wendover brine was successful, with a lithium extraction rate of 92.9% and lithium chloride purity above 99.5%. The lithium chloride was further processed to produce a 99.5% lithium carbonate product, meeting key specifications for battery manufacturing. Under the JDA, Aquatech is completing comprehensive feasibility studies and detailed engineering of a 5,000 metric tonne lithium extraction facility. The Lithium Partners are advancing project design and development, and negotiating definitive agreements, with a goal of reaching a final investment decision in 2026.

•Water sales. Water sales decreased in 2025 to $3.2 million, compared to $13.6 million in 2024 as continued expansion of produced water and water recycling infrastructure has increased the availability of recycled water and reduced demand for water from both our Caprock wells and on Intrepid South. In 2024, we supplied water for one drilling program during the third quarter which accounted for approximately $5.5 million, or 40%, of our total water sales. We did not have an equivalent sale during 2025. While oil and gas activity remains strong in southeast New Mexico and on Intrepid South, we expect the trend towards the use of produced and recycled water will continue for the foreseeable future.

•Byproduct sales. Byproduct sales decreased to $25.1 million in 2025 compared to $25.3 million in 2024. Magnesium chloride sales increased $0.9 million compared to 2024, as we saw a return to more historic sales volumes in 2024, offset by $0.9 million decrease in salt sales. Brine sales decreased $0.2 million, or 3%, compared to 2024 as oil and gas activity near in southeast New Mexico continues to drive strong demand for heavy brine.

•Other oilfield products and services. Our revenue from brine and other oilfield products and services, excluding water, recorded in our oilfield solutions segment increased to $11.3 million in 2025, compared to $11.1 million in 2024, as continued strong oil and gas activity in southeast New Mexico led to steady sales compared to 2024.

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Consolidated Results

(in thousands)

Year Ended December 31,

2025

2024

Sales1

$

298,328 

$

254,694 

Cost of Goods Sold

$

178,578 

$

171,415 

Lower of cost or net realized value inventory adjustments

$

4,442 

$

3,957 

Gross Margin

$

54,816 

$

29,082 

Income (Loss) Before Income Taxes

11,729 

(18,512)

Income Tax Expense

(544)

(194,333)

Net Income (Loss)

$

11,185 

$

(212,845)

Average Net Realized Sales Price per Ton2

   Potash

$

353 

$

377 

   Trio®

$

367 

$

311 

1Sales include sales of byproducts which were $25.1 million and $25.3 million for the years ended December 31, 2025, and 2024, respectively.

2Average net realized sales price per ton is a non-GAAP measure. More information about this non-GAAP measure is below under the heading "Non-GAAP Financial Measure."

Consolidated Results for the Years Ended December 31, 2025, and 2024

    Sales

Our total sales increased $43.6 million, or 17% in 2025, compared to 2024, as Trio® segment sales increased $39.0 million, and potash segment sales increased $14.8 million, partially offset by a decrease of $10.2 million in oilfield solutions segment sales.

Our total Trio® segment sales increased by $39.0 million during 2025 compared to 2024, driven by an increase of $39.2 million in Trio® sales, partially offset by a decrease of $0.2 million in Trio® segment byproduct sales. We sold 19% more tons of Trio® in 2025 compared to 2024, as we entered 2025 with more Trio® inventory due to increased production in the second half of 2024, and we produced 9% more tons of Trio® during 2025, compared to 2024. Our average net realized sales price per ton increased 18% in 2025, compared to 2024, due to strong prices of the individual nutrient components of Trio®, particularly sulfate and potassium.

Our total potash segment sales increased $14.8 million during 2025, compared to 2024, driven by an increase of $14.9 million in potash sales, partially offset by a $0.1 million decrease in potash byproduct sales. Our potash sales increased due to a 20% increase in potash tons sold during 2025, compared to 2024, partially offset by a 6%, decrease in potash average net realized sales price per ton. We sold more tons of potash in 2025, compared to 2024, because our available supply of potash increased in 2025, compared to 2024, mainly due to strong potash production during the second half of 2024 and the first half of 2025.

Our potash average net realized sales price per ton decreased 6% in 2025, compared to 2024, primarily due to lower potash price levels during the spring application season. The 2025 potash winter-fill program, announced in January 2025, was $70 per ton less than the 2024 potash winter-fill program in January 2024. After the winter-fill program in 2025, strong demand and supportive commodity prices led to multiple potash price increases in the first half of 2025, with summer-fill potash price of $390 per ton, a $55 per ton increase compared to 2024. Although potash prices rose steadily during 2025, we sold fewer tons in the second half of 2025 at the higher per ton prices, compared to tons sold during the first half of 2025 at the lower per ton prices.

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Our oilfield solutions segment sales decreased by $10.2 million in 2025, compared to 2024, driven by a decrease of $10.4 million in water sales, partially offset by a $0.2 million increase in brine water sales and other oilfield solutions products and services. Water sales decreased due to reduced demand from both our Caprock and Intrepid South water rights as oil and gas operators continue to increase the use of produced and recycled water in their operations. Sales of water on Intrepid South also vary based on the drilling schedules of operators on our land. In 2024, we supplied water to a large frac in the third quarter, which accounted for $5.5 million, or 40% of our water sales for the year. We did not have an equivalent frac on Intrepid South in 2025.

Cost of Goods Sold

Our total cost of goods sold increased $7.2 million, or 4%, in 2025, compared to 2024. Our potash segment cost of goods increased $10.8 million, or 13%, and our Trio® segment cost of goods sold increased $2.6 million, or 4%, partially offset by a decrease of $6.2 million, or 36%, in our oilfield solutions segment cost of goods sold.

Our potash segment cost of goods sold increased 13% in 2025, compared to 2024, mainly due to us selling 20% more tons of potash in 2025, compared to 2024. Increased potash production rates, specifically in the second half of 2024, decreased the carrying cost of our potash at the start of 2025, compared to 2024, reducing our per ton cost of goods sold in 2025. Our potash cost of goods sold during 2025 was favorably impacted by lower of cost or net realizable value inventory adjustments recorded during the second half of 2024 and the first half of 2025. Recording lower of cost or net realizable value inventory adjustments reduces our potash carrying costs per ton.

Our Trio® segment cost of goods sold increased 4% in 2025, compared to 2024, as we sold 19% more tons of Trio® in 2025 compared to 2024. Our per ton production costs per Trio® ton decreased in 2025, compared to 2024, due to the 9% increase in tons of Trio® produced in 2025, compared to 2024, while increased production rates throughout 2024 also led to a lower weighted average carrying cost per ton of Trio® to begin 2025, compared to 2024. Because a significant portion of our production costs are fixed, an increase in tons produced reduces our production costs per ton.

Our oilfield solutions segment cost of goods sold decreased 36% in 2025 compared to 2024, as we purchased more third-party water for resale in 2024, compared to 2025, to meet the demand for a large frac on Intrepid South during 2024.

Lower of Cost or Net Realizable Value ("NRV") Inventory Adjustments

During 2025, we recorded lower of cost or NRV inventory adjustments of $4.4 million as our weighted average carrying costs for certain potash products exceeded our expected selling price for those products. During the year ended December 31, 2024, we recorded lower of cost or NRV adjustments of $4.0 million as our weighted average carrying costs for certain potash products exceeded our expected selling price for those products.

Gross Margin

Our gross margin percentage increased to 18% in 2025, compared to 11% in 2024. The increase was driven primarily by an increase in our Trio® gross margin due to an increase in our average net realized sales price per ton for Trio®, increased production rates which lower our per ton production costs, and an increase in tons of Trio® sold in 2025, compared to 2024.

Selling and Administrative Expense

    Selling and administrative expenses increased $3.7 million or 11% in 2025 compared to 2024, as professional services expenses increased $1.9 million and stock compensation expense increased $1.4 million. Our professional services expenses increased in 2025, compared to 2024, as we used more third-party consultants in 2025. Our stock compensation expense increased in 2025, compared to 2024, mainly due to the resignation of our former Chief Executive Officer ("CEO") in September 2024. Recognized stock compensation expense related to the former CEO's unvested equity awards at the time of his resignation in September 2024 was reversed which lowered 2024 stock compensation expense.

Impairment of Long-Lived Assets

During the year ended December 31, 2025, we recorded total impairment charges of $1.9 million. During the year ended December 31, 2024, we recorded total impairment charges of $10.7 million.

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In 2023, the fair value of our Trio® segment assets was determined using the expected proceeds received in an orderly sale of the individual assets. During 2024, for any Trio® segment capital spending during 2024, we also estimated the fair value of those assets using the expected proceeds received in an orderly sale of the new individual assets and recorded impairment charges of $4.4 million. We continued to record impairment charges for our Trio® segment capital spending during the first nine months of 2025, using the expected proceeds received in an orderly sale of new individual assets and recorded impairment charges of $1.9 million. We did not record any impairment charges for any Trio® segment capital spending during the three months ended December 31, 2025, because the projected undiscounted cash flows generated by our Trio® segment asset group exceeds the net book value of the Trio® segment asset group due to the continued financial improvement in our Trio® segment asset group.

Also, during 2024, we recorded impairment charges of $6.4 million in our oilfield solutions segment mainly related to our frac sand opportunity and other oilfield related equipment based on the expected selling price of those assets, which were subsequently sold in 2025.

Gain Loss on Sale or Disposal of Assets

During 2025, we recorded a $1.2 million gain on the sale or disposal of assets. During 2025 we sold two small parcels of land and recorded a total gain of $3.6 million, partially offset by a loss of $2.4 million on the sale or disposal of assets in the normal course of business. During 2024, we recorded a total loss of $2.0 million on the sale or disposal of assets mainly related to the sale of excess lay flat water tubing.

Other Operating Income

In 2025, we recognized other operating income of $4.8 million compared to $5.2 million in 2024. During both 2025 and 2024, we recognized $4.5 million in other operating income related to the Third Amendment to the Cooperative Development Agreement that we entered into with XTO in December 2023 which became effective in January 2024. As discussed in further detail in Note 9 - Other Long-Term Deferred Income to the Consolidated Financial Statements, we are recognizing as other operating income the estimated transaction price associated with the Amendment on a straight-line basis over the term of the Amendment. During 2025, we recognized $0.3 million from various miscellaneous items, compared to $0.7 million recognized during 2024.

Other Operating Expense

    Other operating expense increased $2.9 million in 2025 compared to 2024. During 2025, we recorded $4.0 million related the potential settlement of a class action lawsuit and $2.2 million for potential fines related to an unpermitted discharge at our HB facility. During 2024, we recorded an additional $1.9 million related to the potential underpayment of royalties to the ONRR from 2012 through 2016, we incurred $0.9 million for royalties assessed by the State of New Mexico on certain water sales made during 2019 to 2022, and we recorded $0.6 million in expenses associated with product contamination. During 2025, we paid the ONRR $3.5 million for the underpayment of royalties from 2012 through 2016, which closed the matter.

    Income Tax

We recorded income tax expense of $0.5 million in 2025, for state income taxes in jurisdictions where we were unable to utilize deferred tax assets for net operating losses. In 2024, we recorded an income tax expense of $194.3 million as we increased our valuation allowance against our deferred tax assets by $199.0 million since we concluded that it was more likely than not that our deferred tax assets would not be realized.

Net Income

Our 2025 net income increased to $11.2 million compared to a net loss of $212.8 million in 2024, due to the factors discussed above.

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Potash Segment Results

Year Ended December 31,

(in thousands)

2025

2024

Sales1

$

139,583 

$

124,833 

Less: Freight costs

15,617 

13,176 

Warehousing and handling costs

6,530 

6,306 

Cost of goods sold

94,776 

83,974 

Lower of cost or net realized value inventory adjustments

4,442 

3,957 

Gross Margin

$

18,218 

$

17,420 

Depreciation, Depletion, and Amortization Incurred2

$

31,478 

$

27,955 

Potash Sales Volumes (tons in thousands)

289 

240 

Potash Production Volumes (tons in thousands)

280 

295 

Average Potash Net Realized Sales Price per Ton3

$

353 

$

377 

1Potash segment sales include byproduct sales which were $24.6 million and $24.6 million for the years ended December 31, 2025, and 2024, respectively.

2Depreciation, depletion, and amortization incurred excludes depreciation, depletion, and amortization amounts absorbed in or (relieved from) inventory.

3Average net realized sales price per ton is a non-GAAP measure. More information about this non-GAAP measure is below under the heading "Non-GAAP Financial Measure."

Potash Segment Results for the Years Ended December 31, 2025, and 2024    

    Our total potash segment sales in 2025 increased $14.8 million, or 12%, compared to 2024, as potash sales recorded in the potash segment increased 15% while potash segment byproduct sales were essentially unchanged.

Potash sales recorded in the potash segment increased $14.8 million, or 15%, in 2025 compared to 2024, as our potash tons sold increased 20%, partially offset by a 6% decrease in our average potash net realized sales price per ton. We sold more tons of potash in 2025, compared to 2024, because our available supply of potash increased in 2025, compared to 2024, mainly due to increased potash production during the second half of 2024 and the first half of 2025.

Our potash average net realized sales price per ton decreased 6% in 2025, compared to 2024. The 2025 potash winter fill program that was announced in early January 2025 was $70 per ton less than the 2024 potash winter fill program that was announced in early January 2024. While per ton potash prices rose steadily during 2025, we sold fewer tons in the second half of 2025 at the higher per ton prices, compared to tons sold during the first half of 2025 at the lower per ton prices.

Our potash segment cost of goods sold increased 13% in 2025 compared to 2024, mainly due to selling 20% more tons of potash in 2025, compared to 2024. Increased potash production rates, specifically in the second half of 2024, decreased the carrying cost of our potash to begin 2025, compared to 2024, reducing our per ton cost of goods sold in 2025. Our potash cost of goods sold during 2025 was also favorably impacted by lower of cost or net realizable value inventory adjustments recorded during the second half of 2024 and the first half of 2025. Recording lower of cost or net realizable value inventory adjustments reduces our potash carrying costs per ton.

Potash segment freight expenses increased 19% in 2025 compared to 2024, as we sold 20% more tons of potash. Our freight expense is impacted by the rates charged by carriers, geographic distribution of our products and by the proportion of customers arranging for and paying their own freight costs.

We produced 5% fewer tons of potash during 2025 compared to 2024, mainly due to producing fewer tons at our Moab and Wendover facilities during 2025.

During 2025, we recorded $4.4 million in lower of cost or net realizable value inventory adjustments for certain potash products as our weighted average carry cost per ton exceeded our expected net realizable value per potash ton as our average potash net realized sales price per ton decreased 6% in 2025, compared to 2024. We recorded $4.0 million in lower of cost or net realizable value inventory adjustments for certain potash products during 2024.

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Our potash segment gross margin increased $0.8 million in 2025, compared to 2024, due to the factors discussed above.

Potash Segment - Additional Information

The table below shows our potash sales mix for 2025 and 2024.

Year Ended December 31,

2025

2024

Agricultural

75 

%

74 

%

Industrial

4 

%

3 

%

Feed

21 

%

23 

%

Trio® Segment Results

Year Ended December 31,

(in thousands)

2025

2024

Sales1

$

144,463 

$

105,428 

Less: Freight costs

32,818 

25,841 

Warehousing and handling costs

5,685 

5,169 

Cost of goods sold

72,574 

69,980 

Gross Margin

$

33,386 

$

4,438 

Depreciation, Depletion, and Amortization incurred2

$

3,353 

$

3,500 

Sales Volumes (tons in thousands)

303 

254 

Production Volumes (tons in thousands)

273 

251 

Average Net Realized Sales Price per Ton3

$

367 

$

311 

1Trio® segment sales include byproduct sales which were $0.5 million and $0.7 million for the years ended December 31, 2025, and 2024, respectively.

2Depreciation, depletion, and amortization incurred excludes depreciation, depletion, and amortization amounts absorbed in or (relieved from) inventory.

3Average net realized sales price per ton is a non-GAAP measure. More information about this non-GAAP measure is below under the heading "Non-GAAP Financial Measure."

Trio® Segment Results for the Years Ended December 31, 2025, and 2024

    Our total Trio® segment sales increased $39.0 million, or 37%, in 2025 compared to 2024, as Trio® sales increased $39.2 million, or 37%, partially offset by a $0.2 million decrease, or 24%, in Trio® segment byproduct sales.

Our Trio® sales increased $39.2 million, or 37%, in 2025 compared to 2024, as we sold 19% more tons combined with an 18% increase in our average net realized sales price per ton. Sales volumes increased in 2025 compared to 2024, as we entered the year with more Trio® in inventory due to increased production in the second half of 2024 and we produced 9% more tons of Trio® during 2025, compared to 2024. Trio® average net realized sales price per ton increased 18% in 2025, compared to 2024, due to strong prices of the individual nutrient components of Trio®, particularly sulfate and potassium.

Our Trio® segment byproduct sales decreased $0.2 million in 2025 compared to 2024, due to a decrease in Trio® segment byproduct salt sales.

Trio® freight costs increased 27% in 2025, compared to 2024, mainly related to a 19% increase in Trio® tons sold. Our freight expense is impacted by the geographic distribution of our Trio® sales and by the proportion of customers arranging for and paying their own freight costs. Generally, our Trio® freight expense is higher than our potash freight expense because our Trio® customers are generally located further away from our production facilities compared to our potash customers.

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Our Trio® segment cost of goods sold increased 4% in 2025 compared to 2024, as we sold 19% more tons of Trio® in 2025. Our per ton production costs per Trio® ton decreased in 2025, compared to 2024, due to the 9% increase in tons of Trio® produced in 2025, and increased production rates throughout 2024 also led to a lower weighted average carrying cost per ton of Trio® at the start of 2025, compared to 2024. Because a significant portion of our production costs are fixed, an increase in tons produced reduces our production costs per ton.

Our Trio® segment gross margin increased by $28.9 million in 2025 compared to 2024, due to the factors discussed above.

In the fourth quarter of 2023, given the decrease in our gross margin for our Trio® segment we determined that sufficient indicators of potential impairment of our Trio® segment long-lived assets existed. We performed a recoverability test and determined that the carrying value of our Trio® segment long-lived assets was not recoverable. We engaged a third-party valuation firm to determine the fair value of our Trio® segment assets. The fair value of our Trio® segment assets was primarily determined using the expected proceeds received in an orderly sale of the individual assets. The carrying value of our Trio® segment asset group exceeded the fair value of those assets, and we recorded an impairment charge of $31.9 million in 2023.

For any Trio® segment capital spending in 2024 and for the first nine months of 2025, we also estimated the fair value of those new assets and we recorded an impairment charge of $4.4 million in 2024 and $1.9 million during the nine months ended September 30, 2025. Because the financial performance of our Trio® segment has improved significantly during 2025, we performed a recoverability test in the fourth quarter of 2025 and determined our estimated fair value of our Trio® segment asset group exceeds the carrying value of those assets. We did not record any impairment changes during the fourth quarter of 2025.

Trio® Segment - Additional Information

    The table below shows the percentage of total Trio® sales that were sold internationally in the past three years.

United States

Export

For the year ended December 31, 2025

87 

%

13 

%

For the year ended December 31, 2024

85 

%

15 

%

For the year ended December 31, 2023

86 

%

14 

%

Oilfield Solutions Segment Results

Year Ended December 31,

(in thousands)

2025

2024

Sales

$

14,440 

$

24,685 

Less: Cost of goods sold

11,228 

17,461 

Gross Margin

$

3,212 

$

7,224 

Depreciation, Depletion, and Amortization incurred

$

3,813 

$

4,431 

Oilfield Solutions Segment Results for the Years Ended December 31, 2025, and 2024

    Our oilfield solutions segment sales decreased 42% in 2025 compared to 2024, driven by a decrease of $10.4 million in water sales, offset by an increase of $0.1 million in brine water sales and an increase of $0.1 million in sales of other products and services. Water sales decreased due to reduced demand from both our Caprock and Intrepid South water rights as oil and gas operators continue to increase the use of produced and recycled water in their operations. Sales of water on Intrepid South also vary based on the drilling schedules of operators on our land. In 2024, we supplied water to one large drilling program in the third quarter, which accounted for $5.5 million, or 40% of our water sales for the year. We did not have an equivalent sale on Intrepid South in 2025.

Our oilfield segment cost of goods sold decreased 36% in 2025 compared to 2024, as we purchased more third-party water for resale to meet the demand for the large frac completed on Intrepid South during 2024, and we paid less royalties in 2025, compared to 2024, because of the 42% decrease in sales.

Gross margin decreased $4.0 million, or 56%, in 2025 compared to 2024, due to the factors described above.

Specific Factors Affecting Our Results

Sales

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    Our gross sales are derived from the sales of potash, Trio®, water, salt, magnesium chloride, brine water and various other products and services. Total sales are determined by the quantities of product we sell and the sales prices we realize. For potash, Trio®, and salt, we quote prices to customers both on a delivered basis and on the basis of pick-up at our plants and warehouses. Freight costs are incurred on most of our potash, Trio®, and salt sales, but some customers arrange and pay for their own freight directly. When we arrange and pay for freight, our quotes and billings are based on expected freight costs to the points of delivery. When we calculate our potash and Trio® average net realized sales price per ton, we deduct any freight costs included in sales before dividing by the number of tons sold. We believe the deduction of freight costs provides a more representative measure of our performance in the market due to variations caused by ongoing changes in the proportion of customers paying for their own freight, the geographic distribution of our products, and freight rates. Freight rates have been increasing, and if we are unable to pass the increased freight costs on to the customer, our average net realized sales price per ton is negatively affected. We manage our sales and marketing operations centrally and we work to achieve the highest average net realized sales price per ton we can by evaluating the product needs of our customers and associated logistics and then determining which of our production facilities can best satisfy these needs.

    The volume of product we sell is determined by demand for our products and by our production capabilities. We operate our potash and Trio® facilities at production levels that approximate expected demand and consider current inventory levels and expect to continue to do so for the foreseeable future.

    Our water sales and other products and services offered through our oilfield solutions segment are driven by demand from oil and gas exploration companies drilling in the Permian Basin. As such, demand for our water and other products and services is generally stronger during a cyclical expansion of oil and gas drilling. Likewise, a cyclical contraction of oil and gas drilling may decrease demand for our water.

Cost of Goods Sold

    Our cost of goods sold reflects the costs to produce our products. Many of our production costs are largely fixed and, consequently, our cost of sales per ton on a facility-by-facility basis tends to move inversely with the number of tons we produce, within the context of normal production levels. Our principal production costs include labor and employee benefits, maintenance materials, contract labor, and materials for operating or maintenance projects, natural gas, electricity, operating supplies, chemicals, depreciation and depletion, royalties, and leasing costs. Some elements of our cost structure associated with contract labor, consumable operating supplies, reagents, and royalties are variable, but such elements make up a smaller component of our cost base. Our costs often vary from period to period based on the fluctuation of inventory, sales, and production levels at our facilities.

    Our production costs per ton are also impacted when our production levels change, due to factors such as changes in the grade of ore delivered to the plant, levels of mine development, plant operating performance, and downtime. We expect that our labor and contract labor costs in Carlsbad, New Mexico will continue to be influenced most directly by the demand for labor in the local region where we compete for labor with another fertilizer company, companies in the oil and gas industry, and a nuclear waste processing and storage facility.

    We pay royalties to federal, state, and private lessors under our mineral leases. These payments typically equal a percentage of sales (less freight) of minerals extracted and sold under the applicable lease. In some cases, federal royalties for potash are paid on a sliding scale that varies with the grade of ore extracted. Our average royalty rate was 5.0%, 4.9%, and 4.9% in 2025, 2024, and 2023, respectively. In addition to royalties, we are also subject to resource and severance taxes in the state of New Mexico.

    We incur costs to transfer water from our water source to our customers' facilities. Our operating costs depend on the distance and amount of water we must transfer. Additionally, water rights in New Mexico are subject to a stated point of diversion, purpose and place of use, and many of our water rights were originally issued for uses relating to our mining operations, or in the case of the water rights at Intrepid South, for agricultural uses. To sell water commercially under these rights, we must apply for a permit from the OSE to change point of diversion, purpose and/or place of use of the underlying water rights. Third parties often protest our applications and the decisions made by the OSE concerning the changes to our water rights permits. As we have worked to sell more water commercially, we have incurred significant legal expenses associated with defending our water rights as they proceed through adjudication and obtaining water permits and approvals.

Income Taxes

We are a subchapter C corporation and are therefore, subject to U.S. federal and state income taxes on our taxable income. We recognize deferred tax assets and liabilities for the tax effect of temporary differences between the financial statement and tax basis of recorded assets and liabilities at enacted tax rates in effect when the related taxes are expected to be settled or realized. We also reduce deferred tax assets by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. In making such a determination, we consider all available positive and

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negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. We have concluded valuation allowances of $198.9 million and $202.2 million were required as of December 31, 2025, and 2024, respectively.

The amount of valuation allowance decreased in 2025, compared to 2024, as a result of utilizing deferred tax assets to offset GAAP income generated during 2025. Our effective tax rate for the years ended December 31, 2025, 2024, and 2023 was 4.6%, (1,049.8)%, and 19.0%, respectively. Our effective income tax rates are impacted primarily by changes in the underlying tax rates in jurisdictions in which we are subject to income tax, the need for a valuation allowance or release, and permanent differences between book and tax income for the period, including the benefit associated with the estimated effect of the percentage depletion deduction and the expense for the estimated effect of the disallowed deduction for officers' compensation.

The effective tax rate for the years ended December 31, 2025, 2024, and 2023 differs from the U.S. federal statutory rate primarily due to the change in the valuation allowance.

The estimated statutory income tax rates that are applied to our current and deferred income tax calculations are impacted most significantly by the states in which we conduct business. Changing business conditions for normal business transactions and operations as well as changes to state tax rate and apportionment laws potentially alter our apportionment of income among the states for income tax purposes. These changes in apportionment laws result in changes in the calculation of our current and deferred income taxes, including the valuation of our deferred tax assets and liabilities. The effects of any such changes are recorded in the period of the adjustment. These adjustments can increase or decrease the net deferred tax asset on the balance sheet and impact the corresponding deferred tax benefit or deferred tax expense on the income statement.

A valuation allowance is recognized for deferred tax assets if it is more likely than not that a portion or all of the net deferred tax assets will not be realized. In making such a determination, all available positive and negative evidence is considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. As of December 31, 2025, we were in a cumulative three-year loss position. The cumulative three-year loss position is significant negative evidence when evaluating the realizability of our deferred tax assets, and we have concluded it is more likely than not the deferred tax assets will not be realized. Thus, we continue to have a full valuation allowance as of December 31, 2025. However, if positive evidence trends, such as sustained profitability, were to continue then this conclusion could change. If we were to determine that we would be able to realize our deferred tax assets for which a valuation allowance has been recorded, then an adjustment would be made to the deferred tax valuation allowance which would result in a reduction to the provision for income taxes or the recording of an income tax benefit.

Liquidity and Capital Resources

    Our operations have primarily been funded from cash on hand, cash generated by operations, and proceeds from financing activities, primarily debt offerings. During 2025, we generated $55.8 million in cash flows from operating activities, and we ended the year with $83.5 million of cash and cash equivalents, compared with $41.3 million at December 31, 2024.

In December 2025, we received an $8.0 million cash deposit related to the potential sale of the majority of the assets of Intrepid South. As consideration for this deposit, we entered into an exclusivity agreement with the potential buyer. This deposit would be credited against the purchase price of the Intrepid South assets if a transaction is consummated. In the event we are unable to reach a definitive agreement or the buyer is unable to close in a timely manner, we may retain the deposit after the exclusivity period expires. There is no guarantee we will be successful in negotiating definitive agreements or that the transaction will be completed. If we are successful in negotiating definitive agreements, we expect this transaction would close in the first half of 2026. This potential transaction remains subject to approval by our Board of Directors.

As of December 31, 2025, we had $150.0 million available to borrow under our credit facility, no outstanding borrowings, and no outstanding letters of credit. With the remaining availability under our credit facility and expected cash generated from operations, we believe we have sufficient liquidity to meet our obligations for the next twelve months.

We continue to monitor our future sources and uses of cash and anticipate that we will adjust our capital allocation strategies, as determined by our Board of Directors. We may, at any time we deem conditions favorable, attempt to improve our liquidity position by accessing debt or equity markets in accordance with our existing revolving credit agreement. We may also raise capital in the future through the issuance of additional equity or debt securities, subject to prevailing market conditions. However, there is no assurance that we will be able to successfully raise additional capital on acceptable terms or at all.

    The following summarizes our cash flow activity for the years ended December 31, 2025, and 2024:

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Year ended December 31,

2025

2024

(In thousands)

Cash flows provided by operating activities

$

55,779 

$

72,495 

Cash flows used in investing activities

$

(13,266)

$

(29,531)

Cash flows used in financing activities

$

(276)

$

(5,717)

    Our revolving credit agreement contains restrictions on our ability to declare and pay dividends. The terms of our credit facility prohibit us from declaring and paying a dividend unless availability under the credit facility after giving effect to the dividend and during a specified period before the dividend is more than $15 million.

Operating Activities

Total cash provided by operating activities for the year ended December 31, 2025, was $55.8 million, a decrease of $16.7 million compared with the year ended December 31, 2024. The decrease was mainly driven by a $45 million cash payment received in January 2024 under the Third Amendment to the Cooperative Development Agreement with XTO, offset by increased potash and Trio® sales during 2025.

Investing Activities

    Total cash used in investing activities decreased $16.3 million in 2025, compared to 2024, primarily a result of an $8.5 million decrease in additions to property, plant, equipment, and mineral properties compared to the prior year and the $8.0 million cash deposit received in December 2025 related to the potential sale of the majority of the assets of Intrepid South. Proceeds from the sale of property, plant, and equipment increased $1.0 million primarily due to proceeds received from the sale of land parcels during 2025. Proceeds from the redemption/maturity of investments decreased $2.0 million in 2025, compared to 2024.

Financing Activities

    Total cash used in financing activities decreased $5.4 million in 2025, as compared to 2024. Payments on borrowings on the credit facility (net of borrowings) decreased $4.0 million compared to the prior year. Cash proceeds from the exercise of stock options increased $1.8 million compared to the prior year. Employee tax withholding paid for restricted shares upon vesting increased $0.3 million in 2025 compared to the prior year. Payments on financing lease obligations increased $0.1 million in 2025 compared to the prior year.

Share Repurchase Program

In February 2022, our Board of Directors approved a $35 million share repurchase program. Under the share repurchase program, we may repurchase shares from time to time in the open market or in privately negotiated transactions. The timing, volume and nature of share repurchases is at our sole discretion and is dependent on market conditions, liquidity, applicable securities laws, and other factors. We may suspend or discontinue the share repurchase program at any time. We made no repurchases of shares for the twelve months ended December 31, 2025, 2024, and 2023. For the twelve months ended December 31, 2022, we repurchased 608,657 shares with a total cost of $22.0 million, or a weighted average price per share of $36.17. As of December 31, 2025, we have approximately $13.0 million of remaining availability under the share repurchase program.

Credit Facility

    In August 2022, we and certain of our subsidiaries entered into the Second Amended and Restated Credit Agreement with a syndicate of lenders with the Bank of Montreal, as administrative agent, which provides for a revolving credit facility. The agreement amended our existing revolving credit facility to, among other things, increase the amount available under the facility from $75 million to $150 million, extend the maturity date to August 4, 2027, and transition from LIBOR (London Interbank Offered Rate) to SOFR (Secured Overnight Financing Rate) as a reference rate for borrowings under the credit agreement. Borrowings under the amended credit facility bear interest at SOFR plus an applicable margin of 1.50% to 2.25% per annum, based on our leverage ratio as calculated in accordance with the amended agreement governing the revolving credit facility. Borrowings under the revolving credit facility are secured by substantially all of our current and non-current assets, and the obligations under the credit facility are unconditionally guaranteed by several of our subsidiaries.

    We occasionally borrow and repay amounts under the facility for near-term working capital needs or other purposes and may do so in the future. For the year ended December 31, 2025, we made no borrowings and no repayments under the facility. For the year ended December 31, 2024, we made no borrowings and made $4.0 million in repayments under the

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facility. As of December 31, 2025, we had no borrowings outstanding and no outstanding letters of credit under the facility. As of December 31, 2024, we had no borrowings outstanding and no outstanding letters of credit under the facility. We had $150.0 million available under the facility as of December 31, 2025.

    We were in compliance with the applicable covenants under the facility as of December 31, 2025.

Capital Investments

    During 2025, we paid cash of $30.2 million to acquire property, plant, equipment, and mineral properties.

We expect to make capital investments in 2026 of $40 to $50 million with the majority of this spending being sustaining capital projects. We anticipate our 2026 operating plans and capital programs will be funded out of operating cash flows and existing cash. We may also use our revolving credit facility, to the extent available, to fund capital investments.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our financial statements. Actual results could differ from our estimates and assumptions, and these differences could result in material changes to our financial statements.

Our significant accounting policies are further described in Note 2 to our audited consolidated financial statements included in "Item 8. Financial Statements and Supplemental Data" of this Annual Report. We believe the following accounting policies include a higher degree of subjective and complex judgments in their application and are most critical to aid in fully understanding and evaluating our reported financial condition and results of operations.

Recoverability of Long-Lived Assets

We evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amount may not be recoverable. An impairment is potentially considered to exist if an asset group's total estimated net future cash flows on an undiscounted basis are less than the carrying amount of the related asset. An impairment loss is measured and recorded based on the excess of the carrying amount of long-lived assets over its estimated fair value.

In 2025, we recorded impairment charges for long-lived assets in our Trio® segment. The impairment charge equals the difference between the carrying value of the assets or asset group and the estimated fair value of the assets or asset group. For the nine months ended September 30, 2025, we estimated the fair value of the assets using estimated proceeds received in an orderly sale of these assets. During the fourth quarter of 2025 due to the improved financial performance or our Trio® segment, we prepared an undiscounted cash flows recovery test. The results from the undiscounted cash flows recovery test now exceeds the fair value of the Trio® segment assets. Accordingly, we did not record any impairment charges in the fourth quarter of 2025. Undiscounted cash flow models and estimated proceeds received in an orderly sale of an asset have a high degree of subjectivity and actual cash flows or proceeds received in an orderly sale of assets may vary from the estimates used, which may result in further impairment charges.

Reserves and Resources

    We prepare our reserves and resources estimates in accordance with SEC requirements. We have prepared these reserve and resources estimates and they have been reviewed and independently determined by mine consultants. We express tons of potash and langbeinite in resources and reserves in terms of expected finished tons of product to be realized, net of estimated losses. Market price fluctuations of potash or Trio®, as well as increased production costs or reduced recovery rates, could render resources and reserves containing relatively lower grades of mineralization uneconomic to exploit and might result in a reduction of resources and reserves. We updated our mineral reserves and resources as of December 31, 2025, for our HB, East, and Wendover facilities, and we updated our mineral reserves and resources as of December 31, 2023, for all our other facilities. Due to improved financial performance and outlook for our East facility, our mineral reserves and resources estimate as of December 31, 2025, include reserves for mineral deposits at our East facility. In the mineral reserve and resource report as of December 31, 2024, we determined we did not have any mineral reserves at our East facility because the mineral deposit could not be economically extracted. All mineral deposits at our East facility are categorized as a mineral resource. A mineral reserve is defined as that part of a mineral deposit which can be economically and legally extracted. A mineral resource refers to a concentration or occurrence of material deposits of economic interest.

We deplete our mineral properties using the units-of-production method. Under this method, we determine a depletion rate for one ton of finished product by dividing the total mineral properties net balance by the number expected finished tons of product, which is obtained from the resources and reserve estimates. Depletion expense is calculated by multiplying the number of tons of product produced by the depletion rate per ton.

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Income Taxes

    We are a subchapter C corporation and therefore are subject to U.S. federal and state income taxes. We recognize income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax liability or asset is expected to be settled or realized. We record a valuation allowance if it is deemed more likely than not that our deferred income tax assets will not be realized in full; such determinations are subject to ongoing assessment.

Non-GAAP Financial Measure

    To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, from time to time we use "average net realized sales price per ton," which is a non-GAAP financial measure. This non-GAAP financial measure should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. In addition, because the presentation of this non-GAAP financial measure varies among companies, our presentation of this non-GAAP financial measure may not be comparable to similarly titled measures used by other companies.

    We believe average net realized sales price per ton provides useful information to investors for analysis of our business. We use this non-GAAP financial measure as one of our tools in comparing period-over-period performance on a consistent basis and when planning, forecasting, and analyzing future periods. We believe this non-GAAP financial measure is used by professional research analysts and others in the valuation, comparison, and investment recommendations of companies in the potash mining industry. Many investors use the published research reports of these professional research analysts and others in making investment decisions.

    We calculate average net realized sales price per ton for each of potash and Trio®. Average net realized sales price per ton for potash is calculated as potash segment sales less potash segment byproduct sales and potash freight costs and then dividing that difference by the number of tons of potash sold in the period. Likewise, average net realized sales price per ton for Trio® is calculated as Trio® segment sales less Trio® segment byproduct sales and Trio® freight costs and then dividing that difference by Trio® tons sold. We consider average net realized sales price per ton to be useful, and believe it to be useful for investors, because it shows our potash and Trio® average per-ton pricing without the effect of certain transportation and delivery costs. When we arrange transportation and delivery for a customer, we include in revenue and in freight costs the costs associated with transportation and delivery. However, some of our customers arrange for and pay their own transportation and delivery costs, in which case these costs are not included in our revenue and freight costs. We use average net realized sales price per ton as a key performance indicator to analyze potash and Trio® sales and price trends.

    Below is a reconciliation of average net realized sales price per ton for potash and Trio® to the most directly comparable GAAP measure for the years ended December 31, 2025, and 2024 (in thousands, except per ton amounts):

Potash Segment

2025

2024

Total Segment Sales

$

139,583 

$

124,833 

Less: Segment byproduct sales

24,580 

24,634 

          Potash freight costs

12,964 

9,675 

   Subtotal

$

102,039 

$

90,524 

Divided by:

Potash tons sold (in thousands)

289 

240 

Average net realized sales price per ton

$

353 

$

377 

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Trio® Segment

2025

2024

Total Segment Sales

$

144,463 

$

105,428 

Less: Segment byproduct sales

497 

655 

         Trio® freight costs

32,818 

25,841 

   Subtotal

$

111,148 

$

78,932 

Divided by:

Trio® Tons sold (in thousands)

303 

254 

   Average net realized sales price per ton

$

367 

$

311