10q10k10q10k.net

What changed in Intrepid Potash, Inc.'s 10-K — 2024 vs 2025

vs

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

+458 added−411 removedSource: 10-K (2026-03-05) vs 10-K (2025-03-04)

Top changes in Intrepid Potash, Inc.'s 2025 10-K

458 paragraphs added · 411 removed · 325 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

58 edited+10 added−13 removed87 unchanged
Biggest changeOur sales and marketing approach is focused on domestic and select international markets and includes crop nutrition education and increased marketing efforts targeting organic agriculture and high-value specialty crop markets. We currently operate our Trio ® facility at a reduced production level and expect to continue to do so for the foreseeable future. • Expanding offerings of oilfield solutions.
Biggest changeWe are working to optimize our production process to increase our mining efficiency, improve our overall plant recovery, and to produce more granular-sized product, which is preferred by most markets. Our sales and marketing approach is focused on domestic and select international markets and includes crop nutrition education and increased marketing efforts targeting organic agriculture and high-value specialty crop markets.
Given the greater scarcity of langbeinite relative to potash, its agronomic suitability for certain chloride-sensitive soils and crops, and the addition of key secondary nutrients in sulfur and magnesium, we believe there is a market for Trio ® outside of our core potash markets.
Given the greater scarcity of langbeinite relative to potash, its agronomic suitability for certain chloride-sensitive crops, and the addition of key secondary nutrients in sulfur and magnesium, we believe there is a market for Trio ® outside of our core potash markets.
The world potash market experienced a significant decrease in production rates in 2022 due to sanctions on Belarusian potash and Russia's invasion of Ukraine. In 2022, global production decreased to approximately 61.1 million metric tonnes, compared to record production of approximately 71.0 million metric tonnes in 2021.
The world potash market experienced a significant decrease in production rates in 2022 due to sanctions on Belarusian potash and Russia's invasion of Ukraine. In 2022, global production decreased to approximately 61.1 million metric tonnes, compared to record production of approximately 71 million metric tonnes in 2021.
We published an updated Sustainability Report in 2024 to clearly disclose the goals and metrics related to our sustainability programs, as we believe this information will allow our stakeholders to be informed about our progress. We intend to update these goals and metrics annually.
We published an updated Sustainability Report in 2025 to clearly disclose the goals and metrics related to our sustainability programs, as we believe this information will allow our stakeholders to be informed about our progress. We intend to update these goals and metrics annually.
For Trio ® , we compete with one other producer of langbeinite as well as producers of other specialty nutrients and blended products. The competitive market for our water resources includes other water right holders, which include companies, farmers, and ranchers operating in or near the Permian Basin in New Mexico.
For Trio ® , we compete with one other producer of langbeinite as well as producers of other specialty nutrients and blended products. The competitive market for our water resources includes other water right holders, which include companies, farmers, and ranchers operating in or near the Permian Basin in New Mexico and suppliers of produced and recycled water.
Major Customers Within the agricultural market, we supply a diversified customer base of distributors, cooperatives, retailers, and dealers, which in turn supply farmers producing a wide range of crops in different geographies. We sell into the industrial and feed markets through distributors and directly to end users.
Major Customers Within the agricultural market, we supply a diversified customer base of distributors, cooperatives, retailers, and dealers, which in turn supply farmers producing a wide range of crops in different geographies. We sell into the industrial and 8 Table of Contents feed markets through distributors and directly to end users.
These byproducts diversify our portfolio of product and service offerings. As we continue to explore and evaluate opportunities to diversify our revenue sources, we may enter into new or complementary businesses that expand our current product and service offerings. Competitive Strengths • U.S.-based producer. We are the only producer of potash in the U.S.
As we continue to explore and evaluate opportunities to diversify our revenue sources, we may enter into new or complementary businesses that expand our current product and service offerings. Competitive Strengths • U.S.-based producer. We are the only producer of potash in the U.S.
These bonds require annual payment and renewal. We believe we are in compliance with existing regulatory programs, permits, and approvals where non-compliance could have a material adverse effect on our operating results or financial condition. In 2016, the OSE Dam Safety Bureau determined that our East tailing impoundment and West tailing impoundment are considered jurisdictional dams.
These bonds require annual payment and renewal. We believe we are in compliance with existing regulatory programs, permits, and approvals where non-compliance could have a material adverse effect on our operating results or financial condition. 9 Table of Contents In 2016, the OSE Dam Safety Bureau determined that our East tailing impoundment and West tailing impoundment are considered jurisdictional dams.
Average net realized sales price per ton is a non-GAAP measure that we calculate as sales less byproduct sales and freight costs and then divided by product sales tons. We also monitor product inventory levels and overall production costs centrally. During 2024, we supplied approximately 0.5% of global annual potassium consumption and approximately 3.5% of the U.S.'s annual potassium consumption.
Average net realized sales price per ton is a non-GAAP measure that we calculate as sales less byproduct sales and freight costs and then divided by product sales tons. We also monitor product inventory levels and overall production costs centrally. During 2025, we supplied approximately 0.5% of global annual potassium consumption and approximately 4.0% of the U.S.'s annual potassium consumption.
Our quarterly and yearly financial results can also vary from one year to the next due to weather‑related shifts in planting schedules and purchasing patterns. 8 Table of Contents Because all of our potash production comes from our solar solution mines, our potash production is also seasonal.
Our quarterly and yearly financial results can also vary from one year to the next due to weather‑related shifts in planting schedules and purchasing patterns. Because all of our potash production comes from our solar solution mines, our potash production is also seasonal.
Our and our predecessors' operations involved the historical use and handling of potash, salt, related potash and salt byproducts, process tailings, hydrocarbons, and other regulated substances. Some of these operations resulted, or may have resulted, in soil, surface water, or groundwater 10 Table of Contents contamination.
Our and our predecessors' operations involved the historical use and handling of potash, salt, related potash and salt byproducts, process tailings, hydrocarbons, and other regulated substances. Some of these operations resulted, or may have resulted, in soil, surface water, or groundwater contamination.
We also have water pipelines and reservoir ponds that we use to deliver water to our New Mexico facilities and to customers. Industry Overview Potash and Trio ® Fertilizer serves a fundamental role in global agriculture by providing essential crop nutrients that help sustain both crop yield and quality.
We also have water pipelines and reservoir ponds that we use to deliver water to our New Mexico facilities and to customers. Industry Overview 4 Table of Contents Potash and Trio ® Fertilizer serves a fundamental role in global agriculture by providing essential crop nutrients that help sustain both crop yield and quality.
Product sales as a percentage of total sales for the last three years were as follows: Year Ended December 31, 2024 2023 2022 Potash 39 % 47 % 50 % Trio ® 41 % 35 % 34 % Water 5 % 5 % 7 % Salt 5 % 4 % 3 % Magnesium Chloride 2 % 3 % 2 % Brines 5 % 3 % 2 % Other 3 % 3 % 2 % Total 100 % 100 % 100 % Potash We sell potash into three primary markets: the agricultural market as a fertilizer input, the animal feed market as a nutrient supplement, and the industrial market as a component in drilling and fracturing fluids for oil and gas wells and an input to other industrial processes.
Product sales as a percentage of total sales for the last three years were as follows: Year Ended December 31, 2025 2024 2023 Potash 39 % 39 % 47 % Trio ® 48 % 41 % 35 % Water 1 % 5 % 5 % Salt 4 % 5 % 4 % Magnesium Chloride 2 % 2 % 3 % Brines 4 % 5 % 3 % Other 2 % 3 % 3 % Total 100 % 100 % 100 % Potash We sell potash into three primary markets: the agricultural market as a fertilizer input, the animal feed market as a nutrient supplement, and the industrial market as a component in drilling and fracturing fluids for oil and gas wells and an input to other industrial processes.
During the life of the tailings management areas, we have incurred, and will continue to incur, significant costs to manage potash residual materials in accordance with environmental laws, regulations and permit requirements. Additional legal and permit requirements will take effect when these facilities are closed. Our surface permits require us to reclaim property disturbed areas of our facilities.
During the life of the tailings management areas, we have incurred, and will continue to incur, significant costs to manage potash residual materials in accordance with environmental laws, regulations and permit requirements. Additional legal and permit requirements will take effect when these facilities are closed. Our mining operating leases require us to reclaim property disturbed areas of our facilities.
Future capital expenditures are subject to uncertainties, including changes to environmental laws. Material expenditures could be required in the future to fulfill existing or new environmental compliance requirements. We anticipate a focus on environmental issues will result in increased future investments for environmental controls at our operations. See Item 1A.
Future capital expenditures are subject to uncertainties, including changes to environmental laws, operating permits, and lease conditions. Material expenditures could be required in the future to fulfill existing or new environmental compliance requirements. We anticipate a focus on environmental issues will result in increased future investments for environmental controls at our operations. See Item 1A.
Our operations in Utah and New Mexico have specific obligations related to reclamation of the land after mining and processing operations are concluded. The discounted present value of our estimated reclamation costs for our facilities as of December 31, 2024, is approximately $32.9 million, which is reflected in our audited financial statements found elsewhere in this Annual Report.
Our operations in Utah and New Mexico have specific obligations related to reclamation of the land after mining and processing operations are concluded. The discounted present value of our estimated reclamation costs for our facilities as of December 31, 2025, is approximately $38.8 million, which is reflected in our audited financial statements found elsewhere in this Annual Report.
The skills, experience and industry knowledge of key employees significantly benefit our operations and performance. We value our relationships with our employees and consider our relationships with them to be good. As of December 31, 2024, we had a total of 468 employees.
The skills, experience and industry knowledge of key employees significantly benefit our operations and performance. We value our relationships with our employees and consider our relationships with them to be good. As of December 31, 2025, we had a total of 478 employees.
Our workforce is experienced, providing invaluable expertise and insight into our operations. 11 Table of Contents Location Number of Employees Average Tenure (in years) Denver 48 5 Moab 60 10 New Mexico 296 10 Wendover 64 11 We have a collective bargaining agreement with a labor organization representing our hourly employees in Wendover, Utah, which expires on May 31, 2026.
Our workforce is experienced, providing invaluable expertise and insight into our operations. 11 Table of Contents Location Number of Employees Average Tenure (in years) Denver 56 6 Moab 62 10 New Mexico 296 9 Wendover 64 10 We have a collective bargaining agreement with a labor organization representing our hourly employees in Wendover, Utah, which expires on May 31, 2026.
In 2024, we paid $10.6 million in federal, state, and private royalties. The royalty rates on our state and federal leases in New Mexico are currently set at various rates from 2.0% to 5.0%. The royalty rates on our state and federal leases in Utah are currently set at rates from 3.0% to 5.0%.
In 2025, we paid $12.5 million in federal, state, and private royalties. The royalty rates on our state and federal leases in New Mexico are currently set at various rates from 2.0% to 5.0%. The royalty rates on our state and federal leases in Utah are currently set at rates from 3.0% to 5.0%.
Two major Canadian producers participate in the Canpotex marketing group that supplied approximately 34% of global potash production in 2024. Russia accounted for 17% and Belarus accounted for 11% of global potash production in 2024. Oilfield Solutions The most productive region in the U.S. for oil production is the Permian Basin, which spans from west Texas to southeastern New Mexico.
Two major Canadian producers participate in the Canpotex marketing group that supplied approximately 29% of global potash production in 2025. Russia accounted for 21% and Belarus accounted for 14% of global potash production in 2025. Oilfield Solutions The most productive region in the U.S. for oil production is the Permian Basin, which spans from west Texas to southeastern New Mexico.
Occasionally governmental agencies notify us of noncompliance with certain environmental laws, regulations, permits, or approvals. For example, although designated as zero discharge facilities under the applicable water quality laws and regulations, our North, and Moab facilities at times may experience some water and brine discharges during periods of significant rainfall or due to other circumstances.
For example, although designated as zero discharge facilities under the applicable water quality laws and regulations, our North, and Moab facilities at times may experience some water and brine discharges during periods of significant rainfall or due to other circumstances.
In 2024, we had approximately $3.2 million of capital investments and reclamation projects, and $1.2 million in other expenses, relating to environmental compliance, environmental studies, and remediation efforts. We expect to spend $3.0 million to $4.0 million for environmental related capital and reclamation projects in both 2025 and 2026.
In 2025, we had approximately $1.7 million of capital investments and reclamation projects, and $0.9 million in other expenses, relating to environmental compliance, environmental studies, and remediation efforts. We expect to spend $5.0 million to $6.0 million for environmental related capital and reclamation projects in both 2026 and 2027.
Sales of byproducts are accounted for within the segment that produced the byproduct. In each of the last three years, the potash segment accounted for the majority of our byproduct sales.
In each of the last three years, the potash segment accounted for the majority of our byproduct sales.
A decision by a government agency to deny or delay issuing a new, modified, or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could limit or prevent us from mining at these properties.
Some of our proposed activities may require waste storage permits. A decision by a government agency to deny or delay issuing a new, modified, or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could limit or prevent us from mining at these properties.
For example, at least one of our New Mexico mining facilities may have legacy issues regarding lead in a tailings pile that occurred from production methods utilized prior to our acquisition of these assets.
These tailings materials may require additional management and could result in the imposition of additional disposal and reclamation requirements. For example, at least one of our New Mexico mining facilities may have legacy issues regarding lead in a tailings pile that occurred from production methods utilized prior to our acquisition of these assets.
We also have an estimated annual designed productive capacity of 400,000 tons of Trio ® . Our annual production rates for potash and Trio ® are less than our estimated productive capacity.
We have a current estimated annual designed productive capacity of approximately 365,000 tons of potash from our solar evaporation solution mines. We also have an estimated annual designed productive capacity of 400,000 tons of Trio ® . Our annual production rates for potash and Trio ® are less than our estimated productive capacity.
For water, we sell to a diverse set of customers through a combination of spot sales and a multi-year contract. For brine, we sell to a diverse set of customers in the spot market. In 2024, 2023, and 2022, we had one customer, Bill Barr & Company, Inc., which accounted for more than 10% of our total consolidated revenues.
For water, we sell to a diverse set of customers through a combination of spot sales and a multi-year contract. For brine, we sell to a diverse set of customers in the spot market. In 2025 we had no customers that accounted for more than 10% of our total consolidated revenues.
According to S&P Global Commodity Insights and data published by potash mining companies, six potash producing countries accounted for approximately 87% of the world's aggregate potash production and nine potash producing countries supplied approximately 96% of the world's potash production in 2024.
Twenty commercial potash deposits produce almost all of the world's potash. According to S&P Global Commodity Insights and data published by potash mining companies, six potash producing countries accounted for approximately 88% of the world's aggregate potash production and nine potash producing countries supplied approximately 93% of the world's potash production in 2025.
Magnesium chloride is typically used as a road treatment agent for both deicing and dedusting. Our brines contain salt and potassium and are used primarily by the oil and gas industry to support well workover and completion activities. We continue to work to expand sales of byproducts, particularly to serve the oil and gas markets near our operating facilities.
Magnesium chloride is typically used as a road treatment agent for both deicing and dedusting. Our brines contain salt and potassium and are used primarily by the oil and gas industry to support well workover and completion activities. Sales of byproducts are accounted for within the segment that produced the byproduct.
Our other oilfield related products and services include, but are not limited to, surface use and right-of-way agreements, a produced water royalty agreement, and caliche.
We also use a portion of our water rights to produce heavy brines for use in the oil and gas industry. Our other oilfield related products and services include, but are not limited to, surface use and right-of-way agreements, a produced water royalty agreement, and caliche.
For solar evaporation, the brine is placed in ponds and solar energy is used to evaporate water thus crystallizing out the potash and minerals contained in the brine. The resulting mineral evaporates are then processed to separate the minerals for sale. Solution mining does not require employees or machines to be underground.
The brine is brought to the surface for mineral recovery through solar evaporation. For solar evaporation, the brine is placed in ponds and solar energy is used to evaporate water thus crystallizing out the potash and minerals contained in the brine. The resulting mineral evaporites are then processed to separate the minerals for sale.
The specific timing of when farmers apply potash remains highly weather dependent and varies across the numerous growing regions within the U.S. Marketing programs of potash producers and storage volumes closer to the farm gate significantly influence the timing of potash sales. The sales pattern for Trio ® sold into the domestic agricultural market is also seasonal.
Marketing programs of potash producers and storage volumes closer to the farm gate significantly influence the timing of potash sales. The sales pattern for Trio ® sold into the domestic agricultural market is also seasonal.
In addition to the primary nutrients, which are required in the greatest quantities in crop nutrition, important secondary nutrients such as sulfur and magnesium are also essential in crop nutrition. Intrepid's Trio ® product contains the primary nutrient potassium and two secondary nutrients, sulfur, and magnesium. Historically, population growth and global economic conditions drive long-term global fertilizer demand.
Intrepid's Trio ® product contains the primary nutrient potassium and two secondary nutrients, sulfur, and magnesium. Historically, population growth and global economic conditions drive long-term global fertilizer demand.
The three primary nutrients required for plant growth are nitrogen, phosphate, and potassium. There are 4 Table of Contents no known substitutes for these nutrients. A proper balance of each of the three nutrients is necessary to maximize their effectiveness in crop growth.
The three primary nutrients required for plant growth are nitrogen, phosphate, and potassium. There are no known substitutes for these nutrients. A proper balance of each of the three nutrients is necessary to maximize their effectiveness in crop growth. Potassium helps regulate plants' physiological functions and improves plant durability, providing crops with protection from drought, disease, parasites, and cold weather.
The Intrepid South property increased our total water rights available for sale in and around the Permian Basin. This has expanded our relationships with oil and gas producers, which we may be able to use to expand sales of byproducts and services. • Diversity of potash markets. We sell potash into three different markets—the agricultural, feed, and industrial markets.
This has expanded our relationships with oil and gas producers, which we may be able to use to expand sales of byproducts and services. 7 Table of Contents • Diversity of potash markets. We sell potash into three different markets—the agricultural, feed, and industrial markets. In 2025, these markets represented approximately 75%, 21%, and 4%, of potash sales, respectively.
We have permitted, licensed, declared and partially adjudicated water rights in New Mexico under which we sell water primarily for commercial uses in the oil and gas services industry. We continue to work to expand sales of water, especially to support oil and gas development in the Permian Basin near our Carlsbad facilities.
We have permitted, licensed, declared and partially adjudicated water rights in New Mexico under which we sell water primarily for commercial uses in the oil and gas services industry. The Intrepid South property increased our total water rights available for sale in and around the Permian Basin.
We may be required to spend a significant amount of capital on our East tailing impoundment to comply with the discharge permit requirements. Similarly, we may be required to spend a significant amount of capital on our West tailing impoundment to comply with the discharge permit requirements if a discharge permit for the impoundment is required.
We may be required to spend a significant amount of capital at our HB facility to comply with any new or modified conditions to our HB discharge permit when it is reissued; additionally, we may have to spend significant capital on our East tailing impoundment to comply with the discharge permit requirements.
We have optimization and expansion opportunities at our solution mining facilities, that, over time, could reduce our per-ton costs and increase our potash production. 6 Table of Contents • Maximizing Trio ® gross margin and optimizing Trio ® production. We are working to optimize our production process to produce more granular-sized product, which is preferred by most markets.
We have optimization and expansion opportunities at our solution mining facilities, that, over time, could reduce our per-ton costs and increase our potash production. • Maximizing Trio ® gross margin and optimizing Trio ® production.
Our operations are subject to permits for, among other things, extraction of salt and brine, discharges of process water, air emissions, injection of brine, water storage and handling and appropriation of water. Some of our proposed activities may require waste storage permits.
We hold numerous environmental, mining, and other permits or approvals authorizing and regulating operations at each of our facilities. Our operations are subject to permits for, among other things, extraction of salt and brine, discharges of process water, air emissions, injection of brine, water storage and handling and appropriation of water.
Reserve life is based on the current mine plan and estimated at 25 years for all our potash facilities. Resource life at our potash facilities ranges from 33 years to over 100 years. We no longer report mineral reserves at our East mine and only include a mineral resource estimate.
Reserve life is based on the current mine plan and estimated at 25 years for all our potash facilities. Resource life at our potash facilities ranges from 33 years to over 100 years. In addition to our reserves, we have water rights and access to additional mineralized areas of potash for potential future exploitation.
We also have the ability to expand our business using existing installed infrastructure, in less time and with lower expenditures than would be required to construct entirely new mines. Seasonality The month-to-month seasonality of our agricultural sales is somewhat moderated due to the variety of crops, industries, distribution strategies, and geographies that we serve.
Our operations already have significant facilities and infrastructure in place. We also have the ability to expand our business using existing installed infrastructure, in less time and with lower expenditures than would be required to construct entirely new mines.
For example, buildings located at our facilities in Utah and New Mexico have a type of siding that contains asbestos. We have adopted programs to encapsulate and stabilize portions of the siding through use of an adhesive spray and to remove the siding, replacing it with an asbestos-free material.
We have adopted programs to encapsulate and stabilize portions of the siding through use of an adhesive spray and to remove the siding, replacing it with an asbestos-free material. We have trained asbestos abatement crews that handle and dispose of the asbestos‑containing siding and related materials.
Production Facilities We produce potash from three solar evaporation 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.
"Management's Discussion and Analysis of Financial Condition and Results of Operations - Significant Business Trends and Activities." Production Facilities We produce potash from three solar evaporation 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.
As global production rates increase, potash pricing will likely depend on the larger producers' ability to continue to manage the supply and demand balance through decreased utilization rates.
As global production rates continue to increase, with BHP Group Limited’s large-scale Jansen potash project expected to come online in mid-2027 in Canada, potash pricing will likely depend on the larger producers' ability to continue to manage the supply and demand balance through decreased utilization rates. The volume of potash imports to the U.S. further impacts the potash market.
We have trained asbestos abatement crews that handle and dispose of the asbestos‑containing siding and related materials. We have a permitted asbestos landfill in Utah and have worked closely with Utah officials to address asbestos‑related issues at our Moab mine.
We have a permitted asbestos landfill in Utah and have worked closely with Utah officials to address asbestos‑related issues at our Moab mine. Reclamation Obligations Mining and processing of potash generates residual materials that must be managed both during the operation of the facility and upon facility reclamation and closure.
In response to these sanctions, other foreign suppliers increased the volume of potash imports to the U.S. The overall effect of these sanctions on the potash market remains uncertain. 5 Table of Contents The world's potash production is heavily focused on a few producers within a handful of countries. Twenty commercial potash deposits produce almost all of the world's potash.
Belarusian potash historically accounted for approximately 7% of annual demand in the U.S., although the overall impact of the removal of sanctions and Belarusian imports to the U.S. potash market remains uncertain. 5 Table of Contents The world's potash production is heavily focused on a few producers within a handful of countries.
There is a seasonal sales pattern for potash sold into the agricultural market. Over the last three years, approximately 80% of our total annual potash sales volumes occurred in January through May, in anticipation for the spring application season, and September through November, in anticipation of the fall application season.
Over the last three years, approximately 80% of our total annual potash sales volumes occurred in January through May, in anticipation for the spring application season, and September through November, in anticipation of the fall application season. The specific timing of when farmers apply potash remains highly weather dependent and varies across the numerous growing regions within the U.S.
The volume of potash imports to the U.S. further impacts the potash market. A change in the volume of imports could result in a material change to potash prices in the U.S. The U.S. imposed sanctions on Belarusian potash imports, which took effect in April 2022. Belarusian potash historically accounted for approximately 7% of annual demand in the U.S.
A change in the volume of imports could result in a material change to potash prices in the U.S. In 2022, the U.S. imposed sanctions on Belarusian potash imports, although in December 2025, the U.S. lifted these sanctions.
In 2024, we received notice from the New Mexico Environment Department Groundwater Quality Bureau (“NMED GQB”) that the East tailing impoundment is subject to regulation by the NMED GQB and that our West tailing impoundment may be subject to regulation by the NMED GQB. We submitted an application for a discharge permit to the NMED GQB in February 2025.
In 2024, we received notice from the NMED GQB that the East tailing impoundment is subject to regulation by the NMED GQB and that our North facility may be subject to regulation by the NMED GQB.
Solution mining is a process by which potash is extracted from mineralized beds by injecting a salt-saturated brine into a potash ore body and recovering a brine that contains potash and other minerals. The brine is brought to the surface for mineral recovery through solar evaporation.
We also operate our North compaction facility in Carlsbad, New Mexico, which compacts and granulates product from the HB mine. Solution mining is a process by which potash is extracted from mineralized beds by injecting a salt-saturated brine into a potash ore body and recovering a brine that contains potash and other minerals.
We produce Trio ® from our conventional underground East mine in Carlsbad, New Mexico. A conventional underground mine uses a mechanical method of extracting minerals from underground. Underground mining consists of multiple shafts or entry points and a network of tunnels to provide access to minerals and conveyance systems to transport materials to the surface.
Solution mining does not require employees or machines to be underground. We produce Trio ® from our conventional underground East mine in Carlsbad, New Mexico. A conventional underground mine uses a mechanical method of extracting minerals from underground.
Some of these tailing materials may also include other contaminants, such as lead, that were introduced as reagents during historic processing methods. These tailings materials may require additional management and could result in the imposition of additional disposal and reclamation requirements.
Potash tailings, consisting primarily of salt and fine sediments that remain after potash is removed from ore during processing, are stored in surface disposal sites. Some of these tailing materials may also include other contaminants, such as lead, that were introduced as reagents during historic processing methods.
Environmental laws and regulations may impose joint and several liability, without regard to fault, for cleanup costs on potentially responsible parties who have released, disposed of, or arranged for release or disposal of hazardous substances in the environment. 9 Table of Contents We hold numerous environmental, mining, and other permits or approvals authorizing and regulating operations at each of our facilities.
Violations can result in substantial penalties, court orders to install pollution‑control equipment, civil and criminal sanctions, permit revocations, and facility shutdowns. Environmental laws and regulations may impose joint and several liability, without regard to fault, for cleanup costs on potentially responsible parties who have released, disposed of, or arranged for release or disposal of hazardous substances in the environment.
In addition to our reserves, we have water rights and access to additional mineralized areas of potash for potential future exploitation. Additional information regarding our mineral reserves and resource estimates can be found in Item 2. Properties and in the Technical Report Summaries included with this filing. • Existing facilities and infrastructure.
Additional information regarding our mineral reserves and resource estimates can be found in Item 2. Properties and in the Technical Report Summaries included with this filing. • Existing facilities and infrastructure. Constructing a new potash production facility requires substantial time and extensive capital investment in mining, milling, and infrastructure to extract, process, store, and ship product.
At some of our facilities, spills or other releases of regulated substances may have occurred or could potentially occur, possibly requiring us to undertake or fund cleanup efforts under CERCLA or state laws governing cleanup or disposal of hazardous and solid waste. We work closely with government authorities to obtain the appropriate permits to address identified site conditions.
At some locations, there are areas where process waste, building materials (including asbestos‑containing transite), and ordinary trash may have been disposed or buried, and have since been properly closed and maintained. 10 Table of Contents At some of our facilities, spills or other releases of regulated substances may have occurred or could potentially occur, possibly requiring us to undertake or fund cleanup efforts under CERCLA or state laws governing cleanup or disposal of hazardous and solid waste.
Underground mining machines are used to remove the ore and a series of pillars are left behind to provide the appropriate level of ground support to ensure safe access and mining. We have a current estimated annual designed productive capacity of approximately 365,000 tons of potash from our solar evaporation solution mines.
Underground mining consists of multiple shafts or entry points and a network of tunnels to provide access to minerals and conveyance systems to transport materials to the surface. Underground mining machines are used to remove the ore and a series of pillars are left behind to provide the appropriate level of ground support to ensure safe access and mining.
Potassium helps regulate plants' physiological functions and improves plant durability, providing crops with protection from drought, disease, parasites, and cold weather. Unlike nitrogen and phosphate, the potassium contained in naturally occurring potash does not require additional chemical conversion to be used as a plant nutrient.
Unlike nitrogen and phosphate, the potassium contained in naturally occurring potash does not require additional chemical conversion to be used as a plant nutrient. In addition to the primary nutrients, which are required in the greatest quantities in crop nutrition, important secondary nutrients such as sulfur and magnesium are also essential in crop nutrition.
We intend to continue our expansion of water and brine sales, particularly to serve the oil and gas markets near our operating plants in New Mexico. We have water rights from which we sell water for commercial uses in the oil and gas services industry.
We currently operate our Trio ® facility below its productive capacity level and expect to continue to do so for the foreseeable future. 6 Table of Contents • Expanding offerings of oilfield solutions. We have water rights from which we sell water for commercial uses in the oil and gas services industry.
Removed
Global production increased in 2023 to 67.1 million metric tonnes and is estimated at approximately 70.6 million metric tonnes in 2024, due to improving production rates in Belarus and increased production in Canada and other countries. Global production for 2025 is forecasted to be approximately 71.5 million metric tonnes.
Added
The brine at our Wendover facility also contains lithium and in 2025, we entered into a Joint Development Agreement (the "JDA") with Aquatech International, LLC ("Aquatech") and Adionics to pursue the potential development of a 5,000 metric tonne lithium extraction facility using the post-process brine at our Wendover facility. For more information see Item 7.
Removed
Increases in world fertilizer demand, due mainly to population growth and limitations on arable land, are expected to steadily increase global potash consumption, although recent increases in productive capacities and the continued progress of key expansion projects, specifically BHP's Jansen Stage 1 project which expects first production in late 2026, add additional uncertainty to the long-term supply and demand balance for the potash market.
Added
Between 2022 and 2025, global production increased in each subsequent year with 2025 production of approximately 74 million metric tonnes, increasing to a projected 76 million metric tonnes in 2026. These increases are primarily driven by higher production in Belarus, Russia, Canada, and Laos.
Removed
In addition to producing wells, the Permian Basin also had approximately 900 drilled but uncompleted wells as of December 2024. The short-term energy outlook published in early January 2025 by the U.S.
Added
These byproducts diversify our portfolio of product and service offerings. The brine at our Wendover facility also contains lithium and in 2025, we entered into the JDA with Aquatech and Adionics to pursue the potential development of a 5,000 metric tonne lithium extraction facility using the post-process brine at our Wendover facility.
Removed
Energy Information Administration projects the Permian Basin's share of U.S. crude oil production will continue to increase and will account for more than 50% of all U.S. crude oil production in 2026.
Added
Seasonality The month-to-month seasonality of our agricultural sales is somewhat moderated due to the variety of crops, industries, distribution strategies, and geographies that we serve. There is a seasonal sales pattern for potash sold into the agricultural market.
Removed
We also use a portion of our water rights to produce heavy brines for use in the oil and gas industry. We expect to increase the amount of water available for sale from Intrepid South over the next few years through permitting additional water rights and infrastructure investments.
Added
In 2024, and 2023, we had one customer, Bill Barr & Company, Inc., which accounted for more than 10% of our total consolidated revenues.
Removed
If a water right existed before the OSE had authority to issue permits, a water rights owner may file a declaration with the OSE. The OSE issues permits for both surface and groundwater 7 Table of Contents appropriations. These permits are inchoate rights, which allow a permittee to put the water to beneficial use as prescribed by the agency.
Added
We may be required to spend a significant amount of capital on our East tailing impoundment and West tailing impoundment to modify these impoundments to meet the requirements of the OSE Dam Safety Bureau. Our operations are subject to oversight by the New Mexico Environment Department Groundwater Quality Bureau (“NMED GQB”).
Removed
Once the OSE confirms that water diversion works have been completed and water has been put to beneficial use, the water right is licensed.
Added
Our HB operations are subject to a discharge permit issued by NMED GQB. This permit was issued in 2015 and governs specific water discharges associated with our HB operations. We have requested modifications to this permit, which are still pending.
Removed
A declaration is made when water was put to beneficial use either before New Mexico adopted its current water code in 1907 for surface water declarations, or before the OSE declared an underground water basin for groundwater declarations.
Added
We submitted an application for a discharge permit for our East tailing impoundment to the NMED GQB in February 2025 and information regarding why we believe a discharge permit for our North facility is not required to NMED GQB in December 2024.
Removed
In both 2024 and 2023, these markets represented approximately 74%, 23%, and 3%, of potash sales.
Added
Similarly, we may be required to spend a significant amount of capital at our North facility to comply with the discharge permit requirements, if a discharge permit for the facility is required. Occasionally governmental agencies notify us of noncompliance with certain environmental laws, regulations, permits, or approvals.
Removed
Constructing a new potash production facility requires substantial time and extensive capital investment in mining, milling, and infrastructure to extract, process, store, and ship product. Our operations already have significant facilities and infrastructure in place.
Added
We work closely with government authorities to obtain the appropriate permits to address identified site conditions. For example, some buildings located at our facilities in Utah and New Mexico have a type of siding that contains asbestos.
Removed
Violations can result in substantial penalties, court orders to install pollution‑control equipment, civil and criminal sanctions, permit revocations, and facility shutdowns.
Removed
At some locations, there are areas where process waste, building materials (including asbestos‑containing transite), and ordinary trash may have been disposed or buried, and have since been properly closed and maintained.

… 1 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

67 edited+37 added−16 removed171 unchanged
Biggest changeCurrency fluctuations could cause our results of operations to fluctuate. • Our business depends on skilled and experienced workers, and our inability to find and retain quality workers could have an adverse effect on our development and results of operations. • Increases in the prices of energy and other important materials used in our business, or disruptions to their supply, could adversely impact our sales, results of operations, or financial condition. • Increased costs could affect our per-ton profitability. • A shortage of railcars or trucks for transporting our products, increased transit times, or interruptions in railcar or truck transportation could result in customer dissatisfaction, loss of sales, higher transportation or equipment costs, or disruptions in production. • We rely on our management personnel for the development and execution of our business strategy, and the loss of one or more members of our management team could harm our business. • We have less product diversification than nearly all of our competitors, which could have an adverse effect on our financial condition and results of operations. • Heavy precipitation or low evaporation rates at our solar solution mines could impact our potash production at those facilities, which could adversely affect our sales and results of operations. • Inflows of water into our langbeinite mine from heavy rainfall or groundwater could result in increased costs and production downtime and could require us to abandon the mine, any of which could adversely affect our results of operations. • A significant disruption to our information technology systems could adversely affect our business and operating results. • We face risks related to cybersecurity threats and incidents. • Artificial intelligence presents risks and challenges that can impact our business including by posing security risks to our confidential information, proprietary information, and personal data. • Our business may be adversely affected by union activities.
Biggest changeCurrency fluctuations could cause our results of operations to fluctuate. • Our business depends on skilled and experienced workers, and our inability to find and retain quality workers could have an adverse effect on our development and results of operations. • We operate a limited number of key production and distribution facilities, and a disruption at one of these facilities could significantly affect production of our products or our ability to fulfill our contractual obligations, which could damage customer relationships. • Our operations are dependent on critical equipment that may need repair or replacement sooner than anticipated, which could result in increased capital maintenance or expenditures and production disruptions. • Increases in the prices of energy and other important materials used in our business, or disruptions to their supply, could adversely impact our sales, results of operations, or financial condition. • Increased costs could affect our per-ton profitability. • A shortage of railcars or trucks for transporting our products, increased transit times, or interruptions in railcar or truck transportation could result in customer dissatisfaction, loss of sales, higher transportation or equipment costs, or disruptions in production. • We rely on our management personnel for the development and execution of our business strategy, and the loss of one or more members of our management team could harm our business. • We have less product diversification than nearly all of our competitors, which could have an adverse effect on our financial condition and results of operations. • Heavy precipitation or low evaporation rates at our solar solution mines could impact our potash production at those facilities, which could adversely affect our sales and results of operations. • Inflows of water into our langbeinite mine from heavy rainfall or groundwater could result in increased costs and production downtime and could require us to abandon the mine, any of which could adversely affect our results of operations. • A significant disruption to our information technology systems could adversely affect our business and operating results. • We face risks related to cybersecurity threats and incidents. • Artificial intelligence presents risks and challenges that can impact our business including by posing security risks to our confidential information, proprietary information, and personal data. • Our business may be adversely affected by union activities. 14 Table of Contents • We may not be successful in our efforts to sustain or expand water sales due to the status of our water rights, challenges to our water rights, changes in the demand for water in the areas around our facilities, restrictions on water use, or other events, which could adversely impact our financial condition and results of operations.
For example, in 2024 one customer in our potash and Trio ® segments accounted for approximately 10%, or $25.6 million, or our total consolidated revenues. In 2023 and 2022, this same customer accounted for approximately 12%, or $33.4 million, and 10%, or $35.0 million of our total consolidated revenues, respectively.
For example, in 2024 one customer in our potash and Trio ® segments accounted for approximately 10%, or $25.6 million, of our total consolidated revenues. In 2023 and 2022, this same customer accounted for approximately 12%, or $33.4 million, and 10%, or $35.0 million of our total consolidated revenues, respectively.
A significant disruption to our information technology systems could adversely affect our business and operating results. We rely on a variety of information technology and automated operating systems to manage or support our operations. We depend on our information technology systems for a variety of functions, including, but not limited to, financial reporting, inventory management, procurement, invoicing, and email.
A significant disruption to our information technology systems could adversely affect our business and operating results. We rely on a variety of information technology ("IT") and automated operating systems to manage or support our operations. We depend on our information technology systems for a variety of functions, including, but not limited to, financial reporting, inventory management, procurement, invoicing, and email.
Among other things, these provisions: • allow our Board of Directors to create and issue preferred stock with rights senior to those of our common stock without prior stockholder approval, except as may be required by NYSE rules; • do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates; 28 Table of Contents • prohibit stockholders from calling special meetings of stockholders; • prohibit stockholders from acting by written consent, thereby requiring all stockholder actions to be taken at a meeting of our stockholders; • require vacancies and newly created directorships on the Board of Directors to be filled only by affirmative vote of a majority of the directors then serving on the Board; • establish advance notice requirements for submitting nominations for election to the Board of Directors and for proposing matters that can be acted upon by stockholders at a meeting; and • classify our Board of Directors so that only some of our directors are elected each year.
Among other things, these provisions: • allow our Board of Directors to create and issue preferred stock with rights senior to those of our common stock without prior stockholder approval, except as may be required by NYSE rules; • do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates; • prohibit stockholders from calling special meetings of stockholders; • prohibit stockholders from acting by written consent, thereby requiring all stockholder actions to be taken at a meeting of our stockholders; • require vacancies and newly created directorships on the Board of Directors to be filled only by affirmative vote of a majority of the directors then serving on the Board; • establish advance notice requirements for submitting nominations for election to the Board of Directors and for proposing matters that can be acted upon by stockholders at a meeting; and • classify our Board of Directors so that only some of our directors are elected each year.
Future indebtedness could have important consequences, including the following: • limiting our ability to borrow additional money or sell additional shares of common stock to fund our working capital, capital expenditures, and debt service requirements; • limiting our flexibility in planning for, or reacting to, changes in our business; • being more highly leveraged than some of our competitors, which could place us at a competitive disadvantage; • being vulnerable to a downturn in our business or the economy; • requiring us to dedicate a substantial portion of our cash flows from operations to the repayment of our indebtedness, thereby reducing the availability of our cash flows for other purposes; and • adversely affecting our business and financial condition if we default on or are unable to service our indebtedness, are unable to refinance such indebtedness on favorable terms or are unable to obtain additional financing, as needed.
Future indebtedness could have important consequences, including the following: • limiting our ability to borrow additional money or sell additional shares of common stock to fund our working capital, capital expenditures, and debt service requirements; • limiting our flexibility in planning for, or reacting to, changes in our business; • being more highly leveraged than some of our competitors, which could place us at a competitive disadvantage; • being vulnerable to a downturn in our business or the economy; 24 Table of Contents • requiring us to dedicate a substantial portion of our cash flows from operations to the repayment of our indebtedness, thereby reducing the availability of our cash flows for other purposes; and • adversely affecting our business and financial condition if we default on or are unable to service our indebtedness, are unable to refinance such indebtedness on favorable terms or are unable to obtain additional financing, as needed.
Risks Related to Our Common Stock • The price of our common stock may be volatile, and you could lose all or part of your investment. • The future issuance and sale of additional shares of our common stock, or by our announcement that the issuances and sales may occur, may adversely affect the market price of our common stock. • We do not anticipate paying cash dividends on our common stock. • Provisions in our charter documents and Delaware law may delay or prevent a third party from acquiring us. • We may issue additional securities, including securities that are senior in right of dividends, liquidation, and voting to our common stock, without your approval, which would dilute your existing ownership interests.
Risks Related to Our Common Stock • The price of our common stock may be volatile, and you could lose all or part of your investment. • The future issuance and sale of additional shares of our common stock, or by our announcement that the issuances and sales may occur, may adversely affect the market price of our common stock. • We do not anticipate paying cash dividends on our common stock. 15 Table of Contents • Provisions in our charter documents and Delaware law may delay or prevent a third party from acquiring us. • We may issue additional securities, including securities that are senior in right of dividends, liquidation, and voting to our common stock, without your approval, which would dilute your existing ownership interests.
It is also possible that the BLM could determine that the size of these unminable buffer areas should be larger than they are currently, which could impact our ability to mine our reserves. We review applications for permits to drill oil and gas wells as they are publicly disclosed by the BLM and the State of New Mexico.
It is also possible that the BLM or OCD could determine that the size of these unminable buffer areas should be larger than they are currently, which could impact our ability to mine our reserves. We review applications for permits to drill oil and gas wells as they are publicly disclosed by the BLM and the State of New Mexico.
As of December 31, 2024, we had no outstanding borrowings under a revolving credit facility that allows us to borrow up to $150 million. This credit facility expires in 2027. In the future, we may be unable to obtain new financing or refinancing on acceptable terms, or at all. In addition, we may incur additional indebtedness in the future.
As of December 31, 2025, we had no outstanding borrowings under a revolving credit facility that allows us to borrow up to $150 million. This credit facility expires in 2027. In the future, we may be unable to obtain new financing or refinancing on acceptable terms, or at all. In addition, we may incur additional indebtedness in the future.
Risks Related to Our Industry • Changes in the agricultural industry could exacerbate the cyclical nature of the prices and demand for our products or adversely affect the markets for our products. 14 Table of Contents • Mining is a complex process that frequently experiences production disruptions, which could adversely affect our results of operations. • Mining is an inherently hazardous industry, and accidents could result in significant costs or production delays. • The grade of ore that we mine could vary from our projections due to the complex geology and mineralogy of reserves, which could adversely affect our production and our results of operations. • If the assumptions underlying our reserve estimates are inaccurate or if future events cause us to negatively adjust our previous assumptions, the quantities and value of our reserves, and in turn our financial condition and results of operations, could be adversely affected. • Existing and further oil and gas development in the Designated Potash Area could impair our potash reserves, which could adversely affect our financial condition or results of operations. • The mining business is capital intensive, and our inability to fund necessary or desirable capital expenditures could have an adverse effect on our growth and profitability.
Risks Related to Our Industry • Changes in the agricultural industry could exacerbate the cyclical nature of the prices and demand for our products or adversely affect the markets for our products. • Mining is a complex process that frequently experiences production disruptions, which could adversely affect our results of operations. • Mining is an inherently hazardous industry, and accidents could result in significant costs or production delays. • The grade of ore that we mine could vary due to the complex geology and mineralogy of reserves, which could adversely affect our production and our results of operations. • If the assumptions underlying our reserve estimates are inaccurate or if future events cause us to negatively adjust our previous assumptions, the quantities and value of our reserves, and in turn our financial condition and results of operations, could be adversely affected. • Existing and further oil and gas development in the Designated Potash Area could impair our potash reserves, which could adversely affect our financial condition or results of operations. • The mining business is capital intensive, and our inability to fund necessary or desirable capital expenditures could have an adverse effect on our growth and profitability.
After recording impairment charges to our long-lived assets in 2024, we believe the carrying values of our long-lived assets and our indefinite-lived intangible assets were realizable as of the balance sheet dates. However, future events could cause us to conclude otherwise.
After recording impairment charges to our long-lived assets in 2025, we believe the carrying values of our long-lived assets and our indefinite-lived intangible assets were realizable as of the balance sheet dates. However, future events could cause us to conclude otherwise.
We recorded $4.0 million of lower of cost or net realizable value adjustments in our potash segment in 2024. Any write-down of our inventory would adversely affect our financial condition and results of operations, possibly materially. Weakening of foreign currencies against the U.S. dollar could lead to lower domestic potash prices, which would adversely affect our results of operations.
We recorded $4.4 million of lower of cost or net realizable value adjustments in our potash segment in 2025. Any write-down of our inventory would adversely affect our financial condition and results of operations, possibly materially. Weakening of foreign currencies against the U.S. dollar could lead to lower domestic potash prices, which would adversely affect our results of operations.
Similarly, drought or decreased mountain snowfall and associated freshwater run-off could change brine levels, impacting our mineral harvesting process at our Wendover facility. The occurrence of these events at our solar operations could lead to decreased production levels, increased operating costs and require us to make significant additional capital expenditures.
Similarly, drought or decreased mountain snowfall and associated freshwater run-off could change brine levels, impacting our mineral harvesting process at our Wendover facility. The occurrence of these events at our solar operations could lead to decreased production 27 Table of Contents levels, increased operating costs and require us to make significant additional capital expenditures.
Our business may be adversely affected by union activities. Hourly employees at our Wendover facility are represented by a labor union. These employees represent approximately 11% of our total workforce. Our current collective bargaining agreement with the union, which became effective on June 1, 2023, expires on May 31, 2026.
Our business may be adversely affected by union activities. 21 Table of Contents Hourly employees at our Wendover facility are represented by a labor union. These employees represent approximately 11% of our total workforce. Our current collective bargaining agreement with the union, which became effective on June 1, 2023, expires on May 31, 2026.
Although we have implemented policies and training designed to 25 Table of Contents promote compliance with these laws, these persons may take actions in violation of our policies. Any violations of the FCPA or other anti-corruption laws could result in significant civil or criminal penalties and have an adverse effect on our reputation.
Although we have implemented policies and training designed to promote compliance with these laws, these persons may take actions in violation of our policies. Any violations of the FCPA or other anti-corruption laws could result in significant civil or criminal penalties and have an adverse effect on our reputation.
As a result, we could experience customer dissatisfaction or a loss of sales. Similarly, disruption within the transportation systems could negatively affect our ability to obtain the supplies and equipment necessary to produce our products. We may also have difficulty obtaining access to vessels to deliver our products to overseas customers.
As a result, we could experience customer dissatisfaction 19 Table of Contents or a loss of sales. Similarly, disruption within the transportation systems could negatively affect our ability to obtain the supplies and equipment necessary to produce our products. We may also have difficulty obtaining access to vessels to deliver our products to overseas customers.
We could also be a target of malicious attackers who attempt to gain access to our network or data centers; steal proprietary information related to our business, products, employees, suppliers and customers; interrupt our systems and services or those of our suppliers, customers, or others; or demand a ransom to return 20 Table of Contents control of such systems and services.
We could also be a target of malicious attackers who attempt to gain access to our network or data centers; steal proprietary information related to our business, products, employees, suppliers and customers; interrupt our systems and services or those of our suppliers, customers, or others; or demand a ransom to return control of such systems and services.
The loss or substantial decline in revenue from larger customers or certain industries could have a material adverse effect on our revenues, profitability, and liquidity. 24 Table of Contents Despite diversification across multiple industries, including agricultural, industrial, and feed, larger customers, at times, comprise a significant portion of our sales revenue.
The loss or substantial decline in revenue from larger customers or certain industries could have a material adverse effect on our revenues, profitability, and liquidity. Despite diversification across multiple industries, including agricultural, industrial, and feed, larger customers, at times, comprise a significant portion of our sales revenue.
For more information about environmental, safety and health matters affecting our business, see "Business-Environmental, Safety, and Health Matters." Risks Related to our Common Stock The price of our common stock may be volatile, and you could lose all or part of your investment. 27 Table of Contents The market price of our common stock has experienced, and may continue to experience, volatility.
For more information about environmental, safety and health matters affecting our business, see "Business-Environmental, Safety, and Health Matters." Risks Related to our Common Stock The price of our common stock may be volatile, and you could lose all or part of your investment. The market price of our common stock has experienced, and may continue to experience, volatility.
Third parties may protest an application to change a point of diversion, purpose or place of use or a preliminary authorization at minimal cost and frequently do so.
Third parties may protest an application to change a point of diversion or purpose or place of use at minimal cost and frequently do so.
We may also expand into new products or services in our current industry or other industries. Ultimately, 16 Table of Contents we may be unsuccessful in implementing any alteration of our activities or expansion initiatives. Further, we may not be able to fully realize any anticipated benefits of these initiatives.
We may also expand into new products or services in our current industry or other industries. Ultimately, we may be unsuccessful in implementing any alteration of our activities or expansion initiatives. Further, we may not be able to fully realize any anticipated benefits of these initiatives.
In addition, because reserves are estimates built on various assumptions, they cannot be audited for the purpose of verifying exactness. It is only after extraction that reserve estimates can be compared to actual values to adjust estimates of the remaining reserves.
In addition, because reserves are estimates built on various assumptions, they cannot be audited for the purpose of verifying exactness. It is only after extraction that reserve estimates can be compared to actual values to adjust estimates of the 23 Table of Contents remaining reserves.
Risks Related to Our Industry 21 Table of Contents Changes in the agricultural industry could exacerbate the cyclical nature of the prices and demand for our products or adversely affect the markets for our products. Farmers attempt to apply the optimum amounts of fertilizer to maximize their economic returns.
Risks Related to Our Industry Changes in the agricultural industry could exacerbate the cyclical nature of the prices and demand for our products or adversely affect the markets for our products. Farmers attempt to apply the optimum amounts of fertilizer to maximize their economic returns.
A significant portion of our revenue comes from the sale of potash and langbeinite, whereas nearly all of our competitors are diversified, primarily into nitrogen- or phosphate-based fertilizer businesses or other chemical or industrial 19 Table of Contents businesses.
A significant portion of our revenue comes from the sale of potash and langbeinite, whereas nearly all of our competitors are diversified, primarily into nitrogen- or phosphate-based fertilizer businesses or other chemical or industrial businesses.
In addition, these systems could require modifications or upgrades as a result of technological changes or growth in our business. These changes could be costly and disruptive to our operations and could impose substantial demands on management time.
In addition, these systems could require modifications or upgrades as a result of technological changes or growth in our business. These changes could be costly and disruptive to our operations and could impose substantial 20 Table of Contents demands on management time.
We regularly face attempts by others to gain unauthorized access through the internet, or to introduce malicious software, to our information technology (“IT”) systems. Individuals or organizations, including malicious hackers and insider threats including employees and third-party service providers, or intruders into our physical facilities, at times attempt to gain unauthorized access to our software, network, and services.
We regularly face attempts by others to gain unauthorized access through the internet, or to introduce malicious software, to our IT systems. Individuals or organizations, including malicious hackers and insider threats including employees and third-party service providers, or intruders into our physical facilities, at times attempt to gain unauthorized access to our software, network, and services.
In addition, our management team and other employees may be required to spend a significant amount 23 Table of Contents of time addressing strategic projects, which could mean that our normal operations receive less time and attention.
In addition, our management team and other employees may be required to spend a significant amount of time addressing strategic projects, which could mean that our normal operations receive less time and attention.
Although we intend to work closely with 26 Table of Contents communities and make it a priority to protect the natural resources surrounding our operation, we may be required to expend significant resources to do so, which could increase our operational costs.
Although we intend to work closely with communities and make it a priority to protect the natural resources surrounding our operation, we may be required to expend significant resources to do so, which could increase our operational costs.
Risks Related to Financial Position, Indebtedness and Additional Capital Needs • The execution of strategic projects could require more time and money than we expect, which could adversely affect our results of operations and financial condition. • Future indebtedness could adversely affect our financial condition and impair our ability to operate our business. • Adverse conditions in the domestic and global economy and disruptions in the financial markets could negatively affect our results of operations and financial condition. • Market upheavals due to military actions, pandemics, terrorist attacks, other catastrophic events, or economic repercussions from those events could reduce our sales or increase our costs. • The loss of, or substantial decline in revenue from larger customers or certain industries could have a material adverse effect on our revenues, profitability, and liquidity.
Risks Related to Financial Position, Indebtedness and Additional Capital Needs • The execution of strategic projects could require more time and money than we expect, which could adversely affect our results of operations and financial condition. • Future indebtedness could adversely affect our financial condition and impair our ability to operate our business. • Adverse conditions in the domestic and global economy and disruptions in the financial markets could negatively affect our results of operations and financial condition. • Market upheavals due to military actions, pandemics, terrorist attacks, other catastrophic events, or economic repercussions from those events could reduce our sales or increase our costs. • The loss of, or substantial decline in revenue from larger customers or certain industries could have a material adverse effect on our revenues, profitability, and liquidity. • Inflation could result in higher costs and decreased profitability. • We are subject to financial assurance requirements and failure to satisfy these requirements could materially affect our business, results of our operations and our financial condition.
As of December 31, 2024, approximately 17% of our state, federal and private lease acres at our New Mexico facilities (including leases at the HB and North mines) and 22% of our state and federal lease acres at our Utah operations will be up for renewal within the next five years.
As of December 31, 2025, approximately 6% of our state, federal and private lease acres at our New Mexico facilities (including leases at the HB and North mines) will be up for renewal within the next five years while none of our state and federal lease acres at our Utah operations will be up for renewal within the next five years.
If we experience a significant decline in sales from our larger customers or in certain industries, it may be difficult to replace those sales which could have a material effect on our results of operations.
If we experience a significant decline in sales from our larger customers or in certain industries, it may be difficult to replace those sales which could have a material effect on our results of operations. Inflation could result in higher costs and decreased profitability.
See "Cautionary Note Regarding Forward-Looking Statements." Summary Risk Factors Below is a summary of some of the principal risks that could adversely affect our business, operations and financial results: Risks Related to Our Business • Our potash and Trio ® sales are subject to price and demand volatility resulting from periodic imbalances of supply and demand, which could negatively affect our results of operations. • We may not be successful in our efforts to sustain or expand water sales due to the status of our water rights, challenges to our water rights, changes in the demand for water in the areas around our facilities, restrictions on water use, or other events, which could adversely impact our financial condition and results of operations. • A decline in oil and gas drilling could decrease our revenue. • We may alter or expand our operations or continue to pursue acquisitions, which could adversely affect our business if we are unable to manage any expansion or acquisition effectively. • Competitors' aggressive pricing or operating strategies could adversely affect our sales and results of operations. • The seasonal demand for our products, and the resulting variations in our cash flows from quarter to quarter, could have an adverse effect on our results of operations and working capital requirements. • Our Trio ® profitability could be affected by market entrants or the introduction of langbeinite alternatives. • International sales could present risks to our business. • If potash or Trio ® prices decline, or oil and gas activity declines, we could be required to record write-downs of our long-lived and indefinite-lived assets, which could adversely affect our results of operations and financial condition. • If we are required to write down the value of our inventories, our financial condition and results of operations would be adversely affected. • Weakening of foreign currencies against the U.S. dollar could lead to lower domestic potash prices, which would adversely affect our results of operations.
See "Cautionary Note Regarding Forward-Looking Statements." Summary Risk Factors Below is a summary of some of the principal risks that could adversely affect our business, operations and financial results: Risks Related to Our Business • Our potash and Trio ® sales are subject to price and demand volatility resulting from periodic imbalances of supply and demand, which could negatively affect our results of operations. • A decline in oil and gas drilling could decrease our revenue. • We may alter or expand our operations or continue to pursue acquisitions, which could adversely affect our business if we are unable to manage any expansion or acquisition effectively. • Joint development arrangements and other strategic collaborations expose us to risks, and we cannot guarantee that we will realize any economic benefit from these projects. • Competitors' aggressive pricing or operating strategies could adversely affect our sales and results of operations. • The seasonal demand for our products, and the resulting variations in our cash flows from quarter to quarter, could have an adverse effect on our results of operations and working capital requirements. • Our Trio ® profitability could be affected by market entrants or the introduction of langbeinite alternatives. • International sales could present risks to our business. • If potash or Trio ® prices decline, or oil and gas activity declines, we could be required to record write-downs of our long-lived and indefinite-lived assets, which could adversely affect our results of operations and financial condition. • If we are required to write down the value of our inventories, our financial condition and results of operations would be adversely affected. • Weakening of foreign currencies against the U.S. dollar could lead to lower domestic potash prices, which would adversely affect our results of operations.
We sell most of our potash and Trio ® into the spot market 15 Table of Contents in the U.S. In addition, potash and Trio ® do not have active hedge markets like many other commodities have. As a result, we do not have protection from this price and demand volatility.
This volatility can reduce profit margins and negatively affect our results of operations. We sell most of our potash and Trio ® into the spot market in the U.S. In addition, potash and Trio ® do not have active hedge markets like many other commodities have. As a result, we do not have protection from this price and demand volatility.
Similarly, our HB facility experienced a higher-than-average seasonal rainfall in the summer of 2021, which led to fewer tons available for sale in the second half of 2021 and in the spring of 2022.
Similarly, our HB facility experienced a higher-than-average seasonal rainfall in the summers of 2021 and 2025, which led to fewer tons available for sale in the second half of those years and during the following spring seasons.
Any expansion of our existing operations would require us to secure the necessary environmental and other permits and approvals. We may not be able to obtain these permits and approvals in a timely manner or at all. In addition, under certain circumstances, the federal government must consider and study a project's likely environmental impacts.
We may not be able to obtain these permits and approvals in a timely manner or at all. In addition, under certain circumstances, the federal government must consider and study a project's likely environmental impacts.
In addition, farmers may buy and apply potash or Trio ® in excess of current crop needs, which results in a build-up of potassium in the soil that can be used by crops in subsequent crop years. If this occurs, demand for our products could be delayed to future periods.
In addition, farmers may buy and apply potash or Trio ® in excess of current crop needs, which results in a build-up of potassium in the soil that can be used by crops in subsequent crop years.
We cannot predict the size of future issuances or sales of shares of our common stock in connection with future acquisitions or capital raising activities, or the effect, if any, that the issuances or sales may have on the market price of our common stock.
The future issuance and sale of additional shares of our common stock or an announcement that the issuances and sales may occur, may adversely affect the market price of our common stock. 29 Table of Contents We cannot predict the size of future issuances or sales of shares of our common stock in connection with future acquisitions or capital raising activities, or the effect, if any, that the issuances or sales may have on the market price of our common stock.
Risks Related to Compliance, Regulatory and Legal • Changes in laws and regulations affecting our business, or changes in enforcement practices, could adversely affect our financial condition or results of operations. • If we are unable to obtain and maintain the required permits, governmental approvals, and leases necessary for our operations, our business could be adversely affected. • Anti-corruption laws and regulations could subject us to significant liability and require us to incur costs.
Risks Related to Compliance, Regulatory and Legal • If we are unable to obtain and maintain the required permits, governmental approvals, and leases necessary for our operations, our business could be adversely affected. • Changes in laws and regulations affecting our business, or changes in enforcement practices, could adversely affect our financial condition or results of operations. • Unanticipated litigation or investigations, or negative developments in pending litigation or investigations or with respect to other contingencies, could adversely affect us. • We could incur significant environmental liabilities with respect to our current, future, or former facilities. • We may face product liability claims and product recalls, which could harm our business and reputation. • Anti-corruption laws and regulations could subject us to significant liability and require us to incur costs.
This 497,000-acre region outside of Carlsbad, New Mexico, includes all of our New Mexico operations and facilities. In 2012, the DOI issued an updated order that provides guidance to the BLM and industry on the co-development of these resources. See Order 3324 issued by the Secretary of the Interior on December 4, 2012 ("2012 Secretary's Order").
In 2012, the DOI issued an updated order that provides guidance to the BLM and industry on the co-development of these resources. See Order 3324 issued by the Secretary of the Interior on December 4, 2012 ("2012 Secretary's Order").
We and our customers generally build inventories during low-demand periods of the year to ensure timely product availability during high-demand periods, resulting in increased working capital requirements just before the start of these seasons.
The degree of seasonality can change significantly from one year to the next due to weather-related shifts in planting schedules and purchasing patterns. We and our customers generally build inventories during low-demand periods of the year to ensure timely product availability during high-demand periods, resulting in increased working capital requirements just before the start of these seasons.
Our East mine, surface, and support facilities are over 50 years old. As mining progresses at an underground mine, operations typically move further away from the shafts and, despite modernization through sustaining capital, fixed assets may require increased repair or refurbishment. These conditions increase the exposure to higher operating costs or the increased probability of incidents.
As mining progresses at an underground mine, operations typically move further away from the shafts and, despite modernization through sustaining capital, fixed assets may require increased repair or refurbishment. These conditions increase the exposure to higher operating costs or the increased probability of incidents. Mining is an inherently hazardous industry, and accidents could result in significant costs or production delays.
Existing and further oil and gas development in the Designated Potash Area could impair our potash reserves, which could adversely affect our financial condition or results of operations. The U.S. Department of the Interior ("DOI") regulates the co-development of federal mineral resources—both potash and oil and gas—on federal lands in what the DOI has designated as the Designated Potash Area.
Existing and further oil and gas development in the Designated Potash Area could impair our potash reserves, which could adversely affect our financial condition or results of operations. The U.S.
Moreover, although the North mine in New Mexico and the Moab mine in Utah are designated as zero discharge facilities under the applicable water quality laws and regulations, these mines could experience some water discharges during significant rainfall events.
Moreover, although the North mine in New Mexico and the Moab mine in Utah are designated as zero discharge facilities under the applicable water quality laws and regulations, these mines could experience some water discharges during significant rainfall events. 28 Table of Contents We expect that we will be required to continue to invest in environmental controls at our facilities and that these expenses could be significant.
A decision to deny, delay, revoke, or modify a permit or approval could prevent us from selling water, increase the cost to provide water, or result in us having to refund prepayments that we have received for future water sales.
A decision to deny, delay, revoke, or modify a permit or approval could prevent us from selling water or increase the cost to provide water.
Changes in these laws or regulations could require us to modify our operations, objectives, or reporting practices in ways that adversely impact our financial condition or results of operations. In addition, new laws and regulations, including economic sanctions, or new interpretations of or enforcement practices with respect to existing laws and regulations, could similarly impact our business.
In addition, new laws and regulations, including economic sanctions, or new interpretations of or enforcement practices with respect to existing laws and regulations, could similarly impact our business.
Changes in the strength of the U.S. dollar compared to other currencies could cause our sales prices and results of operations to decrease or fluctuate significantly. Our business depends on skilled and experienced workers, and our inability to find and retain quality workers could have an adverse effect on our development and results of operations.
Changes in the strength of the U.S. dollar compared to other currencies could cause our sales prices and results of operations to decrease or fluctuate significantly.
Mining is an inherently hazardous industry, and accidents could result in significant costs or production delays. Mining is hazardous and involves various risks and hazards that can result in serious accidents.
Mining is hazardous and involves various risks and hazards that can result in serious accidents.
Risks Related to Compliance, Regulatory and Legal Issues Changes in laws and regulations affecting our business, or changes in enforcement practices, could adversely affect our financial condition or results of operations. We are subject to numerous federal, state, and local laws and regulations covering a wide variety of business practices.
We are subject to numerous federal, state, and local laws and regulations covering a wide variety of business practices. Changes in these laws or regulations could require us to modify our operations, objectives, or reporting practices in ways that adversely impact our financial condition or results of operations.
We may not be successful in our efforts to obtain the requisite permit changes. In many cases, sales of water require governmental permits or approvals.
Third parties can challenge our applications to the OSE to change our water rights permits so that we are authorized to sell water to oil and gas producers. We may not be successful in our efforts to obtain the requisite permit changes. In many cases, sales of water require governmental permits or approvals.
For example, during 2024, the market price of our common stock ranged between $17.52 and $29.75.
For example, during 2025, the market price of our common stock ranged between $20.86 and $39.01.
If we are unable to process more ore to maintain current production levels, if the processing of more ore materially increases our costs, or if our ore grade projections are not accurate, our results of operations would be adversely affected. 22 Table of Contents If the assumptions underlying our reserve estimates are inaccurate or if future events cause us to negatively adjust our previous assumptions, the quantities and value of our reserves, and in turn our financial condition and results of operations, could be adversely affected.
If we are unable to process more ore to maintain current production levels, if the processing of more ore materially increases our costs, or if our ore grade projections are not accurate, our results of operations would be adversely affected.
These disruptions could cause lower prices or demand for our product, which would adversely affect our sales and results of operations. The seasonal demand for our products, and the resulting variations in our cash flows from quarter to quarter, could have an adverse effect on our results of operations and working capital requirements. The fertilizer business is seasonal.
The seasonal demand for our products, and the resulting variations in our cash flows from quarter to quarter, could have an adverse effect on our results of operations and working capital requirements. The fertilizer business is seasonal. With respect to domestic sales, we typically experience increased sales during the North American spring and fall application seasons.
Increases in royalty rates would reduce our profit margins and, if the increases were significant, would adversely affect our results of operations. Reporting of royalties is subject to periodic audits by federal and state officials. The Office of Natural Resources Revenue ("ONRR") completed their draft audit report of our New Mexico royalty reporting in September 2019.
Increases in royalty rates would reduce our profit margins and, if the increases were significant, would adversely affect our results of operations. Reporting of royalties is subject to periodic audits by federal and state officials. Changes in laws and regulations affecting our business, or changes in enforcement practices, could adversely affect our financial condition or results of operations.
We expect that we will be required to continue to invest in environmental controls at our facilities and that these expenses could be significant. In addition, violations of environmental, safety, and health laws could subject us to civil and, in some cases, criminal sanctions.
In addition, violations of environmental, safety, and health laws could subject us to civil and, in some cases, criminal sanctions.
Foreign Corrupt Practices Act (the "FCPA") and other laws that prohibit improper payments or offers of payments to foreign governments and their officials for the purpose of obtaining or retaining business.
Anti-corruption laws and regulations could subject us to significant liability and require us to incur costs. As a result of our international sales, we are subject to the U.S. Foreign Corrupt Practices Act (the "FCPA") and other laws that prohibit improper payments or offers of payments to foreign governments and their officials for the purpose of obtaining or retaining business.
A significant portion of our water sales are being made under leases issued by the OSE. Additionally, some of our water rights are permitted water rights for which we still need to provide proof of completion of works and proof of beneficial use to the OSE.
Additionally, some of our water rights are permitted water rights for which we still need to provide proof of completion of works and proof of beneficial use to the OSE. Until we file proof of completion of work and proof of beneficial use, the water rights are not vested and may not be approved in their entirety.
Tariffs and retaliatory tariffs, either proposed or enacted, could also impact the supply and demand balance. As a result of these factors, the prices and demand for potash can be volatile. This volatility can reduce profit margins and negatively affect our results of operations.
Global productive capacity remains higher than demand and significant brownfield and greenfield expansion projects are in progress. Tariffs and retaliatory tariffs, either proposed or enacted, could also impact the supply and demand balance. As a result of these factors, the prices and demand for potash can be volatile.
The success of our business depends on our ability to attract and retain skilled managers, engineers, and other workers. At times, we may not be able to find or retain qualified workers. In particular, the labor market around Carlsbad, New Mexico, is competitive and employee turnover is generally high.
At times, we may not be able to find or retain qualified workers. In particular, the labor market around Carlsbad, New Mexico, is competitive and employee turnover is generally high. In that market, we compete for experienced workers with several other employers, including natural resource and hazardous waste facilities, oil and gas producers, and another producer of langbeinite.
Production delays can occur due to equipment failures, unusual or unexpected geological conditions, environmental hazards, acts of nature, and other unexpected events or problems. Furthermore, production is dependent upon the maintenance and geotechnical structural integrity of our tailings and storage ponds. The amounts that we are required to spend on maintenance and repairs may be significant.
Furthermore, production is dependent upon the maintenance and geotechnical structural integrity of our tailings and storage ponds. The amounts that we are required to spend on maintenance and repairs may be significant. Our East mine, surface, and support facilities are over 50 years old.
We have permitted, licensed, declared and partially adjudicated water rights in New Mexico under which we sell water primarily for industrial uses such as in the oil and gas services industry. We continue to work to expand sales of water, especially to support oil and gas development in the Permian Basin near our New Mexico facilities.
We have permitted, licensed, declared and partially adjudicated water rights in New Mexico under which we sell water primarily for industrial uses such as in the oil and gas services industry. If there are changes in state or federal regulations regarding oil and gas production or water usage, this could materially impact our ability to monetize our water rights.
If U.S. agricultural production or fertilizer use decreases significantly due to one or more of these factors, our results of operations could be adversely affected. Mining is a complex process that frequently experiences production disruptions, which could adversely affect our results of operations. The process of mining is complex.
In addition, there are various city, county, and state initiatives to regulate the use and application of fertilizers due to various environmental concerns. If U.S. agricultural production or fertilizer use decreases significantly due to one or more of these factors, our results of operations could be adversely affected.
We hold numerous environmental, mining, safety, and other permits and governmental approvals authorizing and regulating the operations at each of our facilities.
Risks Related to Compliance, Regulatory and Legal Issues If we are unable to obtain and maintain the required permits, governmental approvals, and leases necessary for our operations, our business could be adversely affected. We hold numerous environmental, mining, safety, and other permits and governmental approvals authorizing and regulating the operations at each of our facilities.
This may make it more difficult for us to re-hire skilled employees in the future. Increases in the prices of energy and other important materials used in our business, or disruptions to their supply, could adversely impact our sales, results of operations, or financial condition.
If these events occur, we may incur additional maintenance and capital expenditures, our operations could be materially disrupted, and we may not be able to produce and ship our products. Increases in the prices of energy and other important materials used in our business, or disruptions to their supply, could adversely impact our sales, results of operations, or financial condition.
State and federal governmental policies, including farm and ethanol subsidies and commodity support programs, may also influence the number of acres planted, the mix of crops planted, and the use of fertilizers. In addition, there are various city, county, and state initiatives to regulate the use and application of fertilizers due to various environmental concerns.
If this occurs, demand for our products could be delayed to future periods. 22 Table of Contents State and federal governmental policies, including farm and ethanol subsidies and commodity support programs, may also influence the number of acres planted, the mix of crops planted, and the use of fertilizers.
Despite supply disruptions from the Russia-Ukraine conflict in 2022 and 2023 which reduced production for a two-year period, global production in 2024 was approximately 70.6 million metric tonnes and is forecasted to be approximately 71.5 million metric tonnes in 2025. Global productive capacity remains higher than demand and significant brownfield and greenfield expansion projects are in progress.
Despite supply disruptions from the Russia-Ukraine conflict in 2022 and 2023 which reduced production for a two-year period, global production has returned to record levels with 2025 production of approximately 74 million metric tonnes, increasing to a projected 76 million metric tonnes in 2026.
Many of these producers have significantly larger operations and more resources than we do. These larger producers may have greater leverage in pricing negotiations with customers and transportation providers. They also have a broader product portfolio, which may allow them to offer rebates or bundle products to offer discounts or incentives to gain a competitive advantage.
The potassium-fertilizer industry is concentrated, with a small number of producers accounting for the majority of global production. Many of these producers have significantly larger operations and more resources than we do. These larger producers may have greater leverage in pricing negotiations with customers and transportation providers.
Competitors may also be able to mine their potash or langbeinite at a lower cost due to economies of scale or other competitive advantages. In addition, they may decide to pursue aggressive pricing or operating strategies that disrupt the global and U.S. markets.
They also have a broader product portfolio, which may allow them to offer rebates or bundle products to offer discounts or incentives to gain a competitive advantage. Competitors may also be able to mine their potash or langbeinite at a lower cost due to economies of scale or other competitive advantages.
If we are unable to retain these individuals, our operations could be disrupted and we may be unable to achieve our business strategies and grow effectively. On September 30, 2024, Robert P. Jornayvaz III resigned from all positions with the Company and its subsidiaries and affiliates following his extended medical leave of absence. Mr.
If we are unable to retain these individuals, our operations could be disrupted and we may be unable to achieve our business strategies and grow effectively. We have less product diversification than nearly all of our competitors, which could have an adverse effect on our financial condition and results of operations.
Removed
If there are changes in state or federal regulations regarding oil and gas production or water usage, this could materially impact our ability to monetize our water rights. Third parties regularly challenge our applications to the OSE to change our water rights permits so that we are authorized to sell water to oil and gas producers.
Added
Any of these items could negatively impact our financial condition and results of operations.
Removed
In some situations, the OSE can issue a preliminary authorization for the change, which allows for the proposed change to go into effect immediately while pending further administrative review. Such authorizations for water sales are often subject to repayment if the underlying water rights were ultimately found to be invalid.
Added
Joint development arrangements and other strategic collaborations expose us to risks, and we cannot guarantee that we will realize any economic benefit from these projects. 16 Table of Contents We are party to a Joint Development Agreement (“JDA”) with Aquatech International, LLC and Adionics to pursue definitive agreements governing the potential development of a 5,000 metric tonne lithium extraction facility using the post-process brine at our Wendover facility.
Removed
Any of these items could negatively impact our financial condition and results of operations. Competitors' aggressive pricing or operating strategies could adversely affect our sales and results of operations. The potassium-fertilizer industry is concentrated, with a small number of producers accounting for the majority of global production.
Added
The success of this collaboration depends on coordinated efforts between us and our partners, and we have limited control over our partners’ performance and strategic priorities. If our partners fail to perform their obligations, allocate insufficient resources to the collaboration, experience financial or operational difficulties, or exercise their termination rights, development and commercialization activities could be delayed or discontinued.
Removed
With respect to domestic sales, we typically experience increased sales during the North American spring and fall application seasons. The degree of seasonality can change significantly from one year to the next due to weather-related shifts in planting schedules and purchasing patterns.
Added
Our current and future collaboration efforts may involve shared decision-making, cost-sharing arrangements, and intellectual property rights. Disputes regarding development strategies, milestone achievements, funding obligations, commercialization rights, or ownership and enforcement of intellectual property may arise and could result in delays, increased costs, or litigation.
Removed
In that market, we compete for experienced workers with several other 18 Table of Contents employers, including natural resource and hazardous waste facilities, oil and gas producers, and another producer of langbeinite.
Added
In addition, if agreements are terminated, in order to continue development, we may be required to assume full development responsibilities, seek an alternative partner, or discontinue our efforts to develop our lithium resource, any of which could require significant additional capital and may not be successful.
Removed
Jornayvaz was our co-founder and had an in-depth knowledge and understanding of our business operations. He served as our Chief Executive Officer from our formation in 2008 until 2010, and again from 2014 until the time of his resignation. He also served as our Executive Chairman of the Board since 2010.
Added
Accordingly, our reliance on this collaboration or other similar collaboration may subject us to risks that could materially and adversely affect our business, financial condition, and results of operations. Competitors' aggressive pricing or operating strategies could adversely affect our sales and results of operations.
Removed
The Company's Board of Directors (the "Board") appointed Kevin S. Crutchfield as Chief Executive Officer and a member of the Board as a Class III director, effective December 2, 2024. We have less product diversification than nearly all of our competitors, which could have an adverse effect on our financial condition and results of operations.

… 40 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+3 added−0 removed17 unchanged
Biggest changeOur Board of Directors and our Audit Committee also receive prompt and timely information regarding any cybersecurity risk and ongoing updates regarding any such risk. Our Director of Information Technology has thirty years of experience in information technology, which includes the past nineteen years managing Intrepid's information technology infrastructure, business applications, compliance programs, and cybersecurity systems.
Biggest changeOur Director of Information Technology has over thirty years of experience in information technology, which includes the past twenty years managing Intrepid's information technology infrastructure, business applications, compliance programs, and cybersecurity systems.
This includes both external penetration testing and internal vulnerability testing, as well as a security program maturity assessment based on the NIST framework (National Institute of Standards and Technology). External testing consists of scanning all our public IP addresses for open ports and determining if any device or service on those ports have known vulnerabilities.
This includes both external penetration testing and internal vulnerability testing, as well as a security program maturity assessment based on the NIST framework. External testing consists of scanning all our public IP addresses for open ports and determining if any device or service on those ports have known vulnerabilities.
We periodically assess our employees’ awareness level of these risks by conducting periodic phishing tests. 29 Table of Contents In the event of an incident, meaning a compromise is not contained by our security systems and has the potential to adversely impact the organization, we have a structured Incident Response Plan in place that is based on National Institute of Standards and Technology (NIST) guidelines that provide rules for communicating incidents to management based on defined categorizations of the incident, as well as an orderly process for addressing and documenting the incident.
In the event of an incident, meaning a compromise is not contained by our security systems and has the potential to adversely impact the organization, we have a structured Incident Response Plan in place that is based on National Institute of Standards and Technology ("NIST") guidelines that provide rules for communicating incidents to management based on defined categorizations of the incident, as well as an orderly process for addressing and documenting the incident.
ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy We take cybersecurity seriously and have developed a cybersecurity program that consists of processes, policies, and controls for assessing, identifying, managing, and responding to material risks from these threats. Our cybersecurity program is integrated within our broader risk management function that identifies, monitors, and mitigates business, operational, financial, and legal risks.
ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy We take cybersecurity seriously and have developed a cybersecurity program that consists of processes, policies, and controls for assessing, identifying, managing, and responding to material risks from these threats.
Added
Our cybersecurity program is 30 Table of Contents integrated within our broader risk management function that identifies, monitors, and mitigates business, operational, financial, and legal risks.
Added
We periodically assess our employees’ awareness level of these risks by conducting periodic phishing tests.
Added
Our Board of Directors and our Audit 31 Table of Contents Committee also receive prompt and timely information regarding any cybersecurity risk and ongoing updates regarding any such risk.

Item 2. Properties

Properties — owned and leased real estate

94 edited+25 added−6 removed126 unchanged
Biggest changeMeasured Mineral Resources Indicated Mineral Resources Measured + Indicated Mineral Resources Inferred Mineral Resources Amount (Mt) Grade (%K 2 O) Amount (Mt) Grade (%K 2 O) Amount (Mt) Grade (%K 2 O) Amount (Mt) Grade (%K 2 O) Sylvinite New Mexico IPNM 288.0 16.0 164.0 14.0 452.0 15.0 — — Utah Moab 97.0 26.0 190.0 25.0 287.0 25.0 38.0 23.0 Wendover — — 175.0 0.5 175.0 0.5 1,358.0 0.5 Total 385.0 18.5 529.0 13.5 914.0 15.6 1,396.0 1.1 Langbeinite New Mexico IPNM 67.0 10.0 59.0 10.0 126.0 10.0 — — Total 67.0 10.0 59.0 10.0 126.0 10.0 — — 31 Table of Contents Summary of Mineral Resources in Millions of Tons of Sylvinite and Langbeinite as of December 31, 2023.
Biggest changeMeasured Mineral Resources Indicated Mineral Resources Measured + Indicated Mineral Resources Inferred Mineral Resources Amount (Mt) Grade (%K 2 O) Amount (Mt) Grade (%K 2 O) Amount (Mt) Grade (%K 2 O) Amount (Mt) Grade (%K 2 O) Sylvinite New Mexico IPNM 288 16 164 14 452 15 — — Utah Moab 97 26 190 25 287 25 38 23 Wendover — — 175 0.5 175 0.5 1,358 0.5 Total 385 18.5 529 13.5 914 15.6 1,396 1.1 Langbeinite New Mexico IPNM 67 10 59 10 126 10 — — Total 67 10 59 10 126 10 — — Amounts presented have been rounded to reflect the accuracy of the estimate, and numbers may not add or compute due to rounding. 33 Table of Contents Wendover - Summary of Brine Mineral Resource Estimate as of December 31, 2025 Resource Category K Brine 1 (Mt) Grade (%K) Contained Mg 2 (Mt) Contained Li 2 (Kt) Contained LCE 3 (Kt) Measured Mineral Resources 233.1 0.21 0.29 4.2 22.5 Indicated Mineral Resources 601.0 0.37 1.22 18.2 96.7 Measured + Indicated Mineral Resources 834.1 0.32 1.51 22.4 119.2 Inferred Mineral Resources 377.8 0.42 1.05 15.6 83.1 Amounts presented have been rounded to reflect the accuracy of the estimate, and numbers may not add or compute due to rounding. 1 - K Brine is the recovered K bearing brine in solution at average concentrations by weight in the shallow and deep aquifers on fee and state lands. 2 - Li and Mg brines are found in the aquifers in ratios of K:Mg = 1.7 to 1.8 and K:Li = 117 to 121. 3 - To describe the resource in terms of 'industry standard' lithium carbonate equivalent (LCE), a conversion factor of 5.323 was used to convert Li to LCE.
Intrepid acquired the lease to the AMAX Mine in 2012. A full ownership history for each mine is included in Section 5 of the technical summary report in Exhibit 96.1 to this Annual Report.
Intrepid acquired the lease to the AMAX Mine in 2012. A full ownership history for each mine is included in Section 5 of the technical report summary in Exhibit 96.1 to this Annual Report.
Pure KCl equates to 63.17% K 2 O by mass. 2 Solution mining resource cutoff for flooded old workings is the mining extents boundary. Mineral Resources were prepared by RESPEC, a qualified firm for the estimate and independent of Intrepid. Mineral Resources are reported exclusive of Mineral Reserves. Mineral Resources are reported using Inverse Distance Squared estimation methods.
Pure KCl equates to 63.17% K 2 O by mass. 2 Solution mining resource cutoff for flooded old mine workings is the mining extents boundary. Mineral Resources were prepared by RESPEC, a qualified firm for the estimate and independent of Intrepid. Mineral Resources are reported exclusive of Mineral Reserves. Mineral Resources are reported using Inverse Distance Squared estimation methods.
Brine 1 (Mt) In Situ Grade 2 (%K 2 O) Product 3 (Mt) Cutoff 4 (%K 2 O) Processing Recovery (%) Proven Mineral Reserves Probable Mineral Reserves 832 0.5 1.7 0.3 85 Total Mineral Reserves 832 0.5 1.7 0.3 1 Brine advanced through the pond system. 2 In-situ grade is the amount of K 2 O contained in the brine. 3 Potash Product tons are calculated by multiplying Brine by: the In-Situ Grade divided by 63.17% K 2 O/KCl conversion factor, an overall pond recovery factor of 30%, processing recovery of 85%, a handling loss factor of 97%, and a product purity factor of 105%. 4 Solution mining reserve cutoff is the grade at which production covers operating costs.
Brine 1 (Mt) In Situ Grade 2 (%K 2 O) Product 3 (Mt) Cutoff 4 (%K 2 O) Processing Recovery (%) Proven Mineral Reserves Probable Mineral Reserves 813 0.5 1.7 0.30 85 Total Mineral Reserves 813 0.5 1.7 0.30 1 Brine advanced through the pond system. 2 In-situ grade is the amount of K 2 O contained in the brine. 3 Potash Product tons are calculated by multiplying Brine by: the In-Situ Grade divided by 63.17% K 2 O/KCl conversion factor, an overall pond recovery factor of 30%, processing recovery of 85%, a handling loss factor of 97%, and a product purity factor of 105%. 4 Solution mining reserve cutoff is the grade at which production covers operating costs.
Moab’s potash leases include 10,100 acres from the State of Utah and approximately 200 acres from the U.S. through the BLM. Moab owns approximately 3,800 surface acres overlying and adjacent to portions of the mining leases with the State of Utah.
Moab’s potash leases include 10,100 acres from the State of Utah and approximately 200 acres from the U.S. through the BLM. Moab owns approximately 3,200 surface acres overlying and adjacent to portions of the mining leases with the State of Utah.
The mineral reserves were estimated as the difference between the reserves from the resource area and the net KCl tons extracted since 2001. 43 Table of Contents Although Bed 5 resources can be solution mined with additional horizontal caverns, the reserves estimate only focuses on the net reserves remaining in the old mine as the planned horizontal caverns in Bed 9 are more than enough to support the required mine life for this report.
The mineral reserves were estimated as the difference between the reserves from the resource area and the net KCl tons extracted since 2001. 47 Table of Contents Although Bed 5 resources can be solution mined with additional horizontal caverns, the reserves estimate only focuses on the net reserves remaining in the old mine as the planned horizontal caverns in Bed 9 are more than enough to support the required mine life for this report.
The modifying factors required to convert the in‐place tons into reserve tons are the same as those listed for Bed 5 with the exception of the dissolution factor. The Bed 9 dissolution factor was estimated using a concentration of 7.42% KCl by weight. Moab—Summary of Potash Mineral Reserves effective December 31, 2024. Based on $360/product ton mine site.
The modifying factors required to convert the in‐place tons into reserve tons are the same as those listed for Bed 5 with the exception of the dissolution factor. The Bed 9 dissolution factor was estimated using a concentration of 7.42% KCl by weight. Moab—Summary of Potash Mineral Reserves effective December 31, 2025. Based on $360/product ton mine site.
The resource estimate for Bed 9 is based on cored intervals and assay data from 21 holes (19 with grade and thickness). A similar methodology used for the Bed 5 resource estimation was used in the resource estimate for Bed 9. Moab—Summary of Mineral Resources in Millions of Tons of Sylvinite in Place as of December 31, 2024, and 2023.
The resource estimate for Bed 9 is based on cored intervals and assay data from 21 holes (19 with grade and thickness). A similar methodology used for the Bed 5 resource estimation was used in the resource estimate for Bed 9. Moab—Summary of Mineral Resources in Millions of Tons of Sylvinite in Place as of December 31, 2025, and 2024.
Mt = million tons, % = percent, K 2 O = potassium oxide, ft = feet Additional information regarding the methodology and key assumptions used to calculate the Wendover mineral resource can be found in Section 11 of the technical report summary in Exhibit 96.3 to this Annual Report.
Mt = million tons, Kt = thousand tons, % = percent, K 2 O = potassium oxide, ft = feet Additional information regarding the methodology and key assumptions used to calculate the Wendover mineral resource can be found in Section 11 of the technical report summary in Exhibit 96.3 to this Annual Report.
Individual Property Disclosure - Wendover Overview 44 Table of Contents The Wendover operation is located near the Nevada-Utah border along the western edge of Utah’s Great Salt Lake Desert and is situated within the Bonneville Salt Flats ("BSF"). The BSF is an enclosed-subbasin that contains 150 square miles of salt crust.
Individual Property Disclosure - Wendover 48 Table of Contents Overview The Wendover operation is located near the Nevada-Utah border along the western edge of Utah’s Great Salt Lake Desert and is situated within the Bonneville Salt Flats ("BSF"). The BSF is an enclosed-subbasin that contains 150 square miles of salt crust.
Individual Property Disclosure - Moab 39 Table of Contents Overview The Moab property is in a unique high‐altitude desert landscape formed from the sandstone of ancient seafloors and sand dunes. Elevations range from 3,900 feet (ft) to 4,400 ft above mean sea level.
Individual Property Disclosure - Moab Overview 43 Table of Contents The Moab property is in a unique high‐altitude desert landscape formed from the sandstone of ancient seafloors and sand dunes. Elevations range from 3,900 feet (ft) to 4,400 ft above mean sea level.
Mineral Resource and Reserves Comparison to Prior Year RESPEC, a qualified firm and independent of Intrepid, prepared a technical report summary for our Moab material property as of December 31, 2023. We did not have any material changes to our mineral resources at December 31, 2024, compared to December 31, 2023, at our Moab material property.
Mineral Resource and Reserves Comparison to Prior Year RESPEC, a qualified firm and independent of Intrepid, prepared a technical report summary for our Moab material property as of December 31, 2023. We did not have any material changes to our mineral resources at December 31, 2025, compared to December 31, 2023, at our Moab material property.
The current royalty rate stipulated in the federal lease is five percent. In 2024, Moab made no royalty payments to the federal government. Our Moab leases with the State of Utah are for terms of 10 years subject to extension and possible readjustment of the lease stipulations, including the royalty payable to the State of Utah.
The current royalty rate stipulated in the federal lease is five percent. In 2025, Moab made no royalty payments to the federal government. Our Moab leases with the State of Utah are for terms of 10 years subject to extension and possible readjustment of the lease stipulations, including the royalty payable to the State of Utah.
As of December 31, 2024, approximately 6% of our state, federal, and private lease acres at our New Mexico facilities will be up for renewal within the next five years, and none of our state and federal lease acres at our Utah operations will be up for renewal within the next five years.
As of December 31, 2025, approximately 6% of our state, federal, and private lease acres at our New Mexico facilities will be up for renewal within the next five years, and none of our state and federal lease acres at our Utah operations will be up for renewal within the next five years.
Mineral Reserves were prepared RESPEC, a qualified firm for the estimate and independent of Intrepid. Mineral Reserves are reported exclusive of Mineral Resources, on a 100% basis Mineral Reserves are reported using Inverse Distance Squared (ID 2 ) estimation methods.
Mineral Reserves were prepared by RESPEC, a qualified firm for the estimate and independent of Intrepid Potash. Mineral Reserves are reported exclusive of Mineral Resources, on a 100% basis Mineral Reserves are reported using Inverse Distance Squared (ID 2 ) estimation methods.
Our production capabilities and capital improvements at our facilities are described in more detail below, along with our historical production of our primary products and byproducts for the years ended December 31, 2024, 2023, and 2022. 48 Table of Contents Solution Mines • Potash ore at HB is mined from idled original mine workings in the Carlsbad, New Mexico, area. • The HB mine has a current estimated productive capacity of 180,000 tons annually.
Our production capabilities and capital improvements at our facilities are described in more detail below, along with our historical production of our primary products and byproducts for the years ended December 31, 2025, 2024, and 2023. 53 Table of Contents Solution Mines • Potash ore at HB is mined from idled original mine workings in the Carlsbad, New Mexico, area. • The HB mine has a current estimated productive capacity of 180,000 tons annually.
Currently approximately one million tons per year of ore is processed at a rate of 300 tons per hour. The ore is crushed, screened, pulped, and rescreened. Coarse material is forwarded to the dense media separation ("DMS") circuit. The DMS concentrate is water leached, debrined, and dried. We separate the coarse product into the three Trio ® products.
Currently approximately 1.4 million tons per year of ore is processed at a rate of 300 tons per hour. The ore is crushed, screened, pulped, and rescreened. Coarse material is forwarded to the dense media separation ("DMS") circuit. The DMS concentrate is water leached, debrined, and dried. We separate the coarse product into the three Trio ® products.
The minimum thickness cutoff is used because sufficient recovery in thin beds by selective solution mining has not been demonstrated and because of difficulties in locating/maintaining horizontal holes within the bed. The grade cutoff of 18.95% K 2 O is used because of the difficulty in selective mining in beds with less than 30% KCl content.
The minimum thickness cutoff is used because sufficient recovery in thin beds by selective solution mining has not been demonstrated and because of difficulties in locating/maintaining 46 Table of Contents horizontal holes within the bed. The grade cutoff of 18.95% K 2 O is used because of the difficulty in selective mining in beds with less than 30% KCl content.
In 2024, Wendover made $0.1 million in royalty payments to the State of Utah. History of Operations The Bonneville area was recognized in the early 1900s as a source for potash. The original operation was known as the Salduro Works, which operated until 1918 and then closed due to a decline in potash demand.
In 2025, Wendover made approximately $0.1 million in royalty payments to the State of Utah. History of Operations The Bonneville area was recognized in the early 1900s as a source for potash. The original operation was known as the Salduro Works, which operated until 1918 and then closed due to a decline in potash demand.
The mine was last operated in the 5th, 7th, and 10th ore zones. North Mine and Compaction Plant The North Mine operated from 1957 to 1982 when it was idled, mainly due to low potash prices and a change in the mineralogy of the readily accessible remaining reserves which negatively impacted mineral processing.
The mine was last operated in the 5th, 7th, and 10th ore zones. North Mine and Compaction Plant 37 Table of Contents The North Mine operated from 1957 to 1982 when it was idled, mainly due to low potash prices and a change in the mineralogy of the readily accessible remaining reserves which negatively impacted mineral processing.
The proportion of the mineral deposit that is considered a resource depends on the following key factors: deposit thickness, deposit grade, and geologic factors. Areas where a bed thickness and potassium oxide (K 2 O) grade do not meet a 3‐ 42 Table of Contents foot and 18.95% K 2 O cutoff are excluded from the resource.
The proportion of the mineral deposit that is considered a resource depends on the following key factors: deposit thickness, deposit grade, and geologic factors. Areas where a bed thickness and potassium oxide (K 2 O) grade do not meet a 3‐foot and 18.95% K 2 O cutoff are excluded from the resource.
Our Wendover federal leases have an indefinite term subject to readjustment of the lease stipulations, including the royalty payable to the federal government. Royalty payments equal a percentage of product sales less freight. The current royalty rate stipulated in the federal leases is three percent. In 2024, Wendover made $0.2 million in royalty payments to the federal government.
Our Wendover federal leases have an indefinite term subject to readjustment of the lease stipulations, including the royalty payable to the federal government. Royalty payments equal a percentage of product sales less freight. The current royalty rate stipulated in the federal leases is three percent. In 2025, Wendover made approximately $0.2 million in royalty payments to the federal government.
The Delaware Basin has a maximum width of approximately 100 miles and a length of approximately 150 miles, extending from north of Carlsbad, New Mexico, to Pecos County, Texas. 33 Table of Contents The Permian Age sequence comprises the Ochoan, Guadalupe, Leonard, and Wolfcamp series in order of increasing age.
The Delaware Basin has a maximum width of approximately 100 miles and a length of approximately 150 miles, extending from north of Carlsbad, New Mexico, to Pecos County, Texas. The Permian Age sequence comprises the Ochoan, Guadalupe, Leonard, and Wolfcamp series in order of increasing age.
Mineral Reserves were prepared effective December 31, 2024, and 2023, by RESPEC, a qualified firm for the estimate and independent of Intrepid. Mineral Reserves are reported exclusive of Mineral Resources.
Mineral Reserves were prepared effective December 31, 2025, and 2024, by RESPEC, a qualified firm for the estimate and independent of Intrepid. Mineral Reserves are reported exclusive of Mineral Resources.
After completion of the two new recovery wells, the brine concentration improved, and production increased to near 100,000 tons in 2001. Maintaining production at or near the target rate of 100,000 tons per year was difficult from Bed 5 because of declining product concentration.
After completion of 45 Table of Contents the two new recovery wells, the brine concentration improved, and production increased to near 100,000 tons in 2001. Maintaining production at or near the target rate of 100,000 tons per year was difficult from Bed 5 because of declining product concentration.
When mining using solution methods in proximity to other mines, or other underground mines not within the control of IPNM, the critical factor in establishing a flood elevation is to keep adjoining properties dry or to protect structures such as shafts. 36 Table of Contents IPNM—Summary Mineral Resources in Millions of Tons of Sylvinite effective December 31, 2024.
When mining using solution methods in proximity to other mines, or other underground mines not within the control of IPNM, the critical factor in establishing a flood elevation is to keep adjoining properties dry or to protect structures such as shafts. 39 Table of Contents IPNM—Summary Mineral Resources in Millions of Tons of Sylvinite effective December 31, 2025.
A cutoff of 54 feet-percent K 2 O is indicated for the West Mine sylvinite resources which requires the processing plant, mine equipment, and associated infrastructure to be rehabilitated. Solution Mined Reserves 38 Table of Contents Breakeven Cutoff for solution mined reserves is shown in the table below: IPNM—Summary of Potash Mineral Reserves effective December 31, 2024.
A cutoff of 54 feet-percent K 2 O is indicated for the West Mine sylvinite resources which requires the processing plant, mine equipment, and associated infrastructure to be rehabilitated. Solution Mined Reserves Breakeven Cutoff for solution mined reserves is shown in the table below: IPNM—Summary of Potash Mineral Reserves effective December 31, 2025.
Selective solar evaporation leaves behind a potash‐enriched salt that is collected using scrapers, 34 Table of Contents pumped, and processed at the HB Plant. The solution mine comprises six injection wells, five extraction wells, and three monitoring wells. In 2012, IPNM commenced filling the HB solar evaporation ponds.
Selective solar evaporation leaves behind a potash‐enriched salt that is collected using scrapers, pumped, and processed at the HB Plant. The solution mine comprises six injection wells, five extraction wells, and three monitoring wells. In 2012, IPNM commenced filling the HB solar evaporation ponds.
The 2012 Secretary’s Order does not alter the boundaries of the area. The area also contains state lands that are managed by the State of New Mexico under the New Mexico Oil Conservation Division Order R‐111‐Q ("R-111-Q").
The 2012 Secretary’s Order does not alter the boundaries of the area. The area also contains state lands that are 35 Table of Contents managed by the State of New Mexico under the New Mexico Oil Conservation Division Order R‐111‐Q ("R-111-Q").
Mineral Resource and Reserves Comparison to Prior Year We engaged RESPEC, a qualified firm and independent of Intrepid, to prepare a technical report summary for our IPNM material properties as of December 31, 2024, because changes in our life of mine production forecast and cost of 35 Table of Contents production resulted in material changes from the report summary prepared as of December 31, 2023, for the New Mexico properties.
Mineral Resource and Reserves Comparison to Prior Year We engaged RESPEC, a qualified firm and independent of Intrepid, to prepare a technical report summary for our IPNM material properties as of December 31, 2025, because changes in our life of mine production forecast and cost of production resulted in material changes from the report summary prepared as of December 31, 2024, for the New Mexico properties.
The long‐range production balanced with sales projections results in a long‐term annual production of 1.2 million tons of ore for 250,000 tons of Trio ® annually. Langbeinite, marketed as Trio ® , is recovered using dense media separation and a fine langbeinite recovery circuit.
The long‐range production balanced with sales projections results in a long‐term annual production of 1.4 million tons of ore for 300,000 tons of Trio ® annually. Langbeinite, marketed as Trio ® , is recovered using dense media separation and a fine langbeinite recovery circuit.
In some areas, secondary mining resulted in high extraction. 41 Table of Contents We purchased the Moab Salt operation in 1999. In 2000, we drilled two new recovery wells to revitalize production from Bed 5. Production from Bed 5 had declined from near 100,000 tons in 1994 to 60,000 tons in 1999.
In some areas, secondary mining resulted in high extraction. We purchased the Moab Salt operation in 1999. In 2000, we drilled two new recovery wells to revitalize production from Bed 5. Production from Bed 5 had declined from near 100,000 tons in 1994 to 60,000 tons in 1999.
Our Moab leases with the State of Utah are currently extended until 2034 or so long as potash is being produced and stipulate royalty rates of five percent. In 2024, Moab paid $2.3 million of royalties to the State of Utah.
Our Moab leases with the State of Utah are currently extended until 2034 or so long as potash is being produced and stipulate royalty rates of five percent. In 2025, Moab paid $2.1 million of royalties to the State of Utah.
In-Place KCl (Mt) In Situ Grade 1 (%K 2 O) Product (Mt) 2 Brine Cutoff Grade 3 (%K 2 O) Processing Recovery (%) Proven Mineral Reserves 3.0 28.6 2.2 2.5 83.0 Probable Mineral Reserves 0.4 28.9 0.3 2.5 83.0 Total Mineral Reserves 3.4 28.6 2.5 Moab—Summary of Potash Mineral Reserves effective December 31, 2023. Based on $360/product ton mine site.
In-Place KCl (Mt) In Situ Grade 1 (%K 2 O) Product (Mt) 2 Brine Cutoff Grade 3 (%K 2 O) Processing Recovery (%) Proven Mineral Reserves 2.9 28.7 2.0 2.5 83.0 Probable Mineral Reserves 0.4 28.9 0.3 2.5 83.0 Total Mineral Reserves 3.3 28.8 2.3 Moab—Summary of Potash Mineral Reserves effective December 31, 2024. Based on $360/product ton mine site.
As of December 31, 2024, the net book value of our material Moab property was $80.7 million. There are no significant factors and risks that may affect access, title, or the right or ability to perform work on the Moab property. The Moab property holds numerous environmental and other permits and governmental approvals authorizing the operations at the facility.
As of December 31, 2025, the net book value of our material Moab property was $82.0 million. There are no significant factors and risks that may affect access, title, or the right or ability to perform work on the Moab property. The Moab property holds numerous environmental and other permits and governmental approvals authorizing the operations at the facility.
Of that acreage, we lease 21,000 acres from the State of New Mexico, 106,000 acres from the federal government through the Bureau of Land Management (“BLM”), and 280 acres from private owners. We own 4,700 surface acres near the mine site, adjacent to the federal and state mining leases.
Of that acreage, we lease 21,000 acres from the State of New Mexico, 106,000 acres from the federal government through the BLM, and 280 acres from private owners. We own 4,700 surface acres near the mine site, adjacent to the federal and state mining leases.
Our leases with the State of New Mexico stipulate a five percent royalty rate. In 2024, IPNM paid royalties of $2.3 million to the State of New Mexico. History of Operations Potash was first discovered in southeast New Mexico in 1925 in Eddy County, New Mexico, in Snowden McSweeney Well No. I on a V. H.
Our leases with the State of New Mexico stipulate a five percent royalty rate. In 2025, IPNM paid royalties of $1.5 million to the State of New Mexico. History of Operations Potash was first discovered in southeast New Mexico in 1925 in Eddy County, New Mexico, in Snowden McSweeney Well No. I on a V. H.
Most of our leases with the federal government stipulate a five percent royalty rate. However, certain federal leases contain a sliding scale royalty rate of a minimum of two percent and up to a maximum of five percent based on the grade of ore extracted under the lease. In 2024, IPNM paid royalties of $5.3 million to the federal government.
Most of our leases with the federal government stipulate a five percent royalty rate. However, certain federal leases contain a sliding scale royalty rate of a minimum of two percent and up to a maximum of five percent based on the grade of ore extracted under the lease. In 2025, IPNM paid royalties of $7.6 million to the federal government.
Due to its history of operations, infrastructure is mature and the processing and cost factors are well understood. Recovery estimates are based on past, current, and anticipated future performance and supported by laboratory or metallurgical testing of the plant feed. 47 Table of Contents Wendover—Summary of Potash Mineral Reserves effective December 31, 2024. Based on $360/product ton mine site.
Due to its history of operations, infrastructure is mature and the processing and cost factors are well understood. Recovery estimates are based on past, current, and anticipated future performance and supported by laboratory or metallurgical testing of the plant feed. 52 Table of Contents Wendover—Summary of Potash Mineral Reserves as of December 31, 2025. Based on $395/product ton mine site.
Mt = million tons, % = percent K 2 O = potassium oxide, ft = feet 37 Table of Contents IPNM—Summary of Mineral Resources in Millions of Tons of Langbeinite Mineralized Rock in Place effective December 31, 2024. Based on $470/product ton mine site.
Mt = million tons, % = percent, K 2 O = potassium oxide, ft = feet 40 Table of Contents IPNM—Summary of Mineral Resources in Millions of Tons of Langbeinite Mineralized Rock in Place effective December 31, 2025. Based on $520/product ton mine site.
The geology was modeled using Carlson Software (2020). A basic inverse distance squared algorithm was used with a search radius of ¾ mile to prepare the 100‐foot by 100‐foot grids for bed thickness and grade. The search radius was applied for Measured and Indicated Resources of ¼ mile and ¾ mile, respectively.
A basic inverse distance squared algorithm was used with a search radius of ¾ mile to prepare the 100‐foot by 100‐foot grids for bed thickness and grade. The search radius was applied for Measured and Indicated Resources of ¼ mile and ¾ mile, respectively.
The only other significant encumbrance are various surety bonds totaling $9.4 million to cover the cost of site reclamation. There are no other significant encumbrances to the property, including current and future permitting requirements and associated timelines, permit conditions, and violations and fines. As of December 31, 2024, the net book value of our material Wendover property was $45.7 million.
The only other significant encumbrance are various surety bonds totaling $12.2 million to cover the cost of site reclamation. There are no other significant encumbrances to the property, including current and future permitting requirements and associated timelines, permit conditions, and violations and fines. As of December 31, 2025, the net book value of our material Wendover property was $41.2 million.
In-Place KCl (Mt) In Situ Grade 1 (%K 2 O) Product (Mt) 2 Brine Cutoff Grade 3 (%K 2 O) Processing Recovery (%) Proven Mineral Reserves 3.1 28.3 2.3 2.5 83.0 Probable Mineral Reserves 0.4 28.9 0.3 2.5 83.0 Total Mineral Reserves 3.5 28.4 2.6 1 In situ grade is the amount of K 2 O in the remaining pillars of old works and is used to calculate In-Place KCL. 2 Product tons are calculated by multiplying the In-Place KCl by: dissolution factor of 89%, areal recovery of 100%, geologic factor of 94%, plant recovery of 83%, handling loss factor of 97.5%, and product purity of 104% (1/0.96). 3 Brine cutoff grade is the amount of K 2 O in the extracted brine necessary to cover the cash costs of production.
In-Place KCl (Mt) In Situ Grade 1 (%K 2 O) Product (Mt) 2 Brine Cutoff Grade 3 (%K 2 O) Processing Recovery (%) Proven Mineral Reserves 3.0 28.6 2.2 2.5 83.0 Probable Mineral Reserves 0.4 28.9 0.3 2.5 83.0 Total Mineral Reserves 3.4 28.6 2.5 Amounts presented have been rounded to reflect the accuracy of the estimate, and numbers may not add due to rounding. 1 In situ grade is the amount of K 2 O in the remaining pillars of old works and is used to calculate In-Place KCL. 2 Product tons are calculated by multiplying the In-Place KCl by: dissolution factor of 89%, areal recovery of 100%, geologic factor of 94%, plant recovery of 83%, handling loss factor of 97.5%, and product purity of 104% (1/0.96). 3 Brine cutoff grade is the amount of K 2 O in the extracted brine necessary to cover the cash costs of production.
Based on $360/product ton mine site In-Place KCl (Mt) In Situ Grade 1 (%K 2 O) Product 2 (Mt) Brine Cutoff Grade 3 (%K 2 O) Processing Recovery (%) Proven Mineral Reserves 5.3 22.9 3.4 2.9 83 Probable Mineral Reserves — — — — — Total Mineral Reserves 5.3 22.9 3.4 IPNM—Summary of Potash Mineral Reserves effective December 31, 2023.
Based on $395/product ton mine site In-Place KCl (Mt) In Situ Grade 1 (%K 2 O) Product 2 (Mt) Brine Cutoff Grade 3 (%K 2 O) Processing Recovery (%) Proven Mineral Reserves 4.2 22.9 3.0 2.0 85 Probable Mineral Reserves — — — — — Total Mineral Reserves 4.2 22.9 3.0 IPNM—Summary of Potash Mineral Reserves effective December 31, 2024.
Mineral Resources were prepared by RESPEC, a qualified firm for the estimate and independent of Intrepid. Mineral Resources are reported exclusive of Mineral Reserves. Mineral Resources are reported using Inverse Distance Squared estimation methods.
Mineral Resources were prepared by RESPEC, a qualified firm for the estimate and independent of Intrepid. Mineral Resources are reported exclusive of Mineral Reserves. Mineral Resources are reported using Inverse Distance Squared estimation methods. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
Based on $360/product ton mine site In-Place KCl (Mt) In Situ Grade 1 (%K 2 O) Product 4 (Mt) Brine Cutoff Grade 3 (%K 2 O) Processing Recovery (%) Proven Mineral Reserves 5.3 22.9 4.0 3.0 85 Probable Mineral Reserves — — — — — Total Mineral Reserves 5.3 22.9 4.0 1 In situ grade is the amount of K 2 O in the contact area of the caverns and is used to calculate the In-Place KCl. 2 Product is calculated by multiplying In-Place KCl by: dissolution factor of 96%, areal recovery of 100%, geologic factor of 94.2%, plant recovery of 83%, cavern loss factor of 98%, a product purity factor of 103%, a bitterns loss factor of 88%, and a handling loss factor of 97%. 3 Brine cutoff grade is the amount of K 2 O in the extracted brine necessary to cover the costs of production. 4 Product is calculated by multiplying In-Place KCl by: dissolution factor of 96%, areal recovery of 100%, geologic factor of 94.2%, plant recovery of 85%, cavern loss factor of 98%, and a product purity factor of 103%, and a handling loss factor of 97%.
Based on $360/product ton mine site In-Place KCl (Mt) In Situ Grade 1 (%K 2 O) Product 4 (Mt) Brine Cutoff Grade 3 (%K 2 O) Processing Recovery (%) Proven Mineral Reserves 5.3 22.9 3.4 2.9 83 Probable Mineral Reserves — — — — — Total Mineral Reserves 5.3 22.9 3.4 Amounts presented have been rounded to reflect the accuracy of the estimate, and numbers may not add or compute due to rounding. 1 In situ grade is the amount of K 2 O in the contact area of the caverns and is used to calculate the In-Place KCl. 2 Product is calculated by multiplying In-Place KCl by: dissolution factor of 96%, areal recovery of 100%, geologic factor of 94.2%, plant recovery of 85%, cavern loss factor of 98%, a product purity factor of 103%, a bitterns loss factor of 88%, and a handling loss factor of 97%. 3 Brine cutoff grade is the amount of K 2 O in the extracted brine necessary to cover the costs of production. 4 Product is calculated by multiplying In-Place KCl by: dissolution factor of 96%, areal recovery of 100%, geologic factor of 94.2%, plant recovery of 83%, cavern loss factor of 98%, a product purity factor of 103%, a bitterns loss factor of 88%, and a handling loss factor of 97%.
The majority of the ditch collection system is located to the south and east of the processing facilities. A robust set of infrastructure is in place for Wendover. Natural gas, electricity, and water have historically been readily available and are expected to continue into the future. Process materials are readily available in the greater Salt Lake Area.
The majority of the ditch collection system is located to the south and east of the processing facilities. 49 Table of Contents A robust set of infrastructure is in place for Wendover. Natural gas, electricity, and water have historically been readily available and are expected to continue into the future.
Brine 1 (Mt) In Situ Grade 2 (%K 2 O) Product 3 (Mt) Cutoff 4 (%K 2 O) Processing Recovery (%) Proven Mineral Reserves Probable Mineral Reserves 813 0.5 1.7 0.3 85 Total Mineral Reserves 813 0.5 1.7 0.3 Wendover—Summary of Potash Mineral Reserves effective December 31, 2023. Based on $360/product ton mine site.
Brine 1 (Mt) In Situ Grade 2 (%K 2 O) Product 3 (Mt) Cutoff 4 (%K 2 O) Processing Recovery (%) Proven Mineral Reserves Probable Mineral Reserves 885 0.5 1.9 0.25 85 Total Mineral Reserves 885 0.5 1.9 0.25 Wendover—Summary of Potash Mineral Reserves as of December 31, 2024. Based on $360/product ton mine site.
The compaction facility at the North mine is where we granulate, store, and ship potash produced from the HB mine. Two abandoned mine shafts, rail access, storage facilities, water rights, utilities and leases covering potash deposits, are already in place.
Although the mining and processing equipment has been removed, the mine shafts remain open. The compaction facility at the North mine is where we granulate, store, and ship potash produced from the HB mine. Two abandoned mine shafts, rail access, storage facilities, water rights, utilities and leases covering potash deposits, are already in place.
Brine grade is a function of retention time within each bed. Mining by solution methods ends with the delivery of the brine to the evaporation ponds. Mineral processing begins with pond sequencing to enhance crystallization of the potash.
KCl production is a function of brine grade and the well extraction rate and is limited by the solar ponds’ evaporation rate. Brine grade is a function of retention time within each bed. Mining by solution methods ends with the delivery of the brine to the evaporation ponds. Mineral processing begins with pond sequencing to enhance crystallization of the potash.
Mechanically Mined Reserves We are not reporting any langbeinite reserves as of December 31, 2024, and 2023, only langbeinite resources because, in the opinion of the Qualified Person, none of the langbeinite resources are economically mineable.
We did not report any langbeinite reserves as of December 31, 2024, and 2023, only langbeinite resources because, in the opinion of the Qualified Person, none of the langbeinite resources were economically mineable.
We installed a new compaction facility in 2010, and a new product warehouse in 2012. We use monitoring wells drilled in October 2005 to evaluate brine quality in the shallow-brine aquifer. The Wendover property is pledged as collateral for our revolving credit facility.
The property exhibits the normal results of a surface salt-based operation and is in good working condition. We installed a new compaction facility in 2010, and a new product warehouse in 2012. We use monitoring wells drilled in October 2005 to evaluate brine quality in the shallow-brine aquifer. The Wendover property is pledged as collateral for our revolving credit facility.
Resources Mechanical Mining Cutoff (ft%K 2 O) Processing Recovery (%) Langbeinite Mineralized Rock (Mt) Grade (%K 2 O) Contained K 2 O (Mt) Measured mineral resources 67 10 6 25 68 Indicated mineral resources 59 10 6 25 68 Measured + Indicated resources 126 10 12 Inferred mineral resources — — — IPNM—Summary of Mineral Resources in Millions of Tons of Langbeinite Mineralized Rock in Place effective December 31, 2023.
Resources Mechanical Mining Cutoff (ft%K 2 O) Processing Recovery (%) Langbeinite Mineralized Rock (Mt) Grade (%K 2 O) Contained K 2 O (Mt) Measured mineral resources 40 10 4 25 68 Indicated mineral resources 40 10 4 25 68 Measured + Indicated resources 80 10 8 Inferred mineral resources — — — IPNM—Summary of Mineral Resources in Millions of Tons of Langbeinite Mineralized Rock in Place effective December 31, 2024.
Mt = million tons, % = percent, K 2 O = potassium oxide, ft = feet, ROM = Run-of-Mine We are not reporting any langbeinite reserves as of December 31, 2024, and December 31, 2023, only langbeinite resources because, in the opinion of the Qualified Person, none of the langbeinite resources are economically mineable.
Mt = million tons, % = percent, K 2 O = potassium oxide, ft = feet, ROM = Run-of-Mine. Because of economic and operational improvements, we are now reporting langbeinite reserves as of December 31, 2025, and, in the opinion of the Qualified Person, the langbeinite resources are now economically mineable.
The following table summarizes production of our primary products at each of our facilities for each of the years ended December 31, 2024, 2023, and 2022: (tons in thousands) Year Ended December 31, 2024 2023 2022 Ore Production Mill Feed Grade 1 Finished Product Ore Production Mill Feed Grade 1 Finished Product Ore Production Mill Feed Grade 1 Finished Product Potash HB 873 12.6% 136 717 11.3% 90 672 13.7% 114 Moab 500 16.4% 110 429 17.2% 95 504 16.9% 105 Wendover 307 13.2% 49 247 12.5% 39 296 13.6% 51 1,680 295 1,393 224 1,472 270 Langbeinite East 1,139 8.5% 251 1,285 7.3% 216 1,348 7.8% 226 Total Primary Products 546 440 496 1 Mill feed grade shown is as percent of K 2 O.
The following table summarizes production of our primary products at each of our facilities for each of the years ended December 31, 2025, 2024, and 2023: (tons in thousands) Year Ended December 31, 2025 2024 2023 Ore Production Mill Feed Grade 1 Finished Product Ore Production Mill Feed Grade 1 Finished Product Ore Production Mill Feed Grade 1 Finished Product Potash HB 794 13.1% 135 873 12.6% 136 717 11.3% 90 Moab 497 15.7% 103 500 16.4% 110 429 17.2% 95 Wendover 274 13.1% 42 307 13.2% 49 247 12.5% 39 1,565 280 1,680 295 1,393 224 Langbeinite East 1,195 7.5% 273 1,139 8.5% 251 1,285 7.3% 216 Total Primary Products 553 546 440 1 Mill feed grade shown is as percent of K 2 O.
Based on $450/product ton mine site Resources Sylvinite 1 (Mt) Grade (%K 2 O) Contained K 2 O (Mt) Cutoff 2 Processing Recovery (%) Measured mineral resources 97 26 25 Minimum of 3-ft and 18.95%K 2 O 83 Indicated mineral resources 190 25 47 Minimum of 3-ft and 18.95%K 2 O 83 Measured + Indicated mineral resources 287 25 72 Inferred mineral resources 38 23 9 Minimum of 3-ft and 18.95%K 2 O 83 1 Sylvinite is a mixed evaporite containing NaCl and KCl.
Based on $450/product ton mine site Resources Sylvinite 1 (Mt) Grade (%K 2 O) Contained K 2 O (Mt) Cutoff 2 Processing Recovery (%) Measured mineral resources 97 26 25 Minimum of 3-ft and 18.95%K 2 O 83 Indicated mineral resources 190 25 47 Minimum of 3-ft and 18.95%K 2 O 83 Measured + Indicated mineral resources 287 25 72 Inferred mineral resources 38 23 9 Minimum of 3-ft and 18.95%K 2 O 83 Amounts presented have been rounded to reflect the accuracy of the estimate, and numbers may not add or compute due to rounding. 1 Sylvinite is a mixed evaporite containing NaCl and KCl.
Proven Mineral Reserves Probable Mineral Reserves Total Mineral Reserves Amount (Mt) In Situ Grade (%K 2 O) Amount (Mt) In Situ Grade (%K 2 O) Amount (Mt) In Situ Grade (%K 2 O) 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Sylvinite New Mexico 1 IPNM 3.4 4.0 22.9 22.9 — — — — 3.4 4.0 22.9 22.9 Utah Moab 1 2.2 2.3 28.6 28.3 0.3 0.3 28.9 28.9 2.5 2.6 28.6 28.4 Wendover 2 — — — — 1.7 1.7 0.5 0.5 1.7 1.7 0.5 0.5 Total 5.6 6.3 25.1 25.3 2.0 2.0 4.8 4.8 7.6 8.3 19.8 20.0 1 - In situ grade corresponds to the amount of K 2 O in the contact area of the caverns 2 - In situ grade corresponds to the amount of K 2 O in the brines We are not reporting any langbeinite reserves as of December 31, 2024, and 2023, only langbeinite resources because, in the opinion of the Qualified Person, none of the langbeinite resources are economically mineable.
Proven Mineral Reserves Probable Mineral Reserves Total Mineral Reserves Amount (Mt) In Situ Grade (%K 2 O) Amount (Mt) In Situ Grade (%K 2 O) Amount (Mt) In Situ Grade (%K 2 O) 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 Sylvinite New Mexico 1 IPNM 3.0 3.4 22.9 22.9 — — — — 3.0 3.4 22.9 22.9 Utah Moab 1 2.0 2.2 28.7 28.6 0.3 0.3 28.9 28.9 2.3 2.5 28.8 28.6 Wendover 2 — — — — 1.9 1.7 0.5 0.5 1.9 1.7 0.5 0.5 Total 5.0 5.6 25.2 25.1 2.2 2.0 4.4 4.8 7.2 7.6 18.9 19.8 Langbeinite New Mexico 3 IPNM 3.9 — 7.5 — 3.3 — 6.6 — 7.2 — 7.1 — Total 3.9 — 7.5 — 3.3 — 6.6 — 7.2 — 7.1 — Amounts presented have been rounded to reflect the accuracy of the estimate, and numbers may not add due to rounding. 1 - In situ grade corresponds to the amount of K 2 O in the contact area of the caverns 2 - In situ grade corresponds to the amount of K 2 O in the brines 3 - In situ grade corresponds to the amount of K 2 O in the langbeinite ore Because of economic and operational improvements, we are now reporting langbeinite reserves as of December 31, 2025, because, in the opinion of the Qualified Person, the langbeinite resources are economically mineable.
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 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 the West facility, which is a conventional underground potash mine that is not in operation and is in care-and-maintenance mode.
There are five active sections within the East Mine, the operations of which consist of miner and shuttle car loading onto a belt conveyor. Each mining section produces approximately 240,000 tons of run‐of‐mine ore each year.
The maximum productive capacity of the plant is 400,000 tons of Trio ® concentrate annually. There are five active sections within the East Mine, the operations of which consist of one continuous miner and shuttle cars loading onto a belt conveyor. Each mining section produces approximately 275,000 tons of run‐of‐mine ore each year.
The following tables provide a summary of our mineral resources and reserves. Additional information is provided in the Individual Property Disclosures below. Summary of Mineral Resources in Millions of Tons of Sylvinite and Langbeinite as of December 31, 2024. Based on $450/potash product ton mine site and $470/langbeinite product ton mine site.
The following tables provide a summary of our mineral resources and reserves. Additional information is provided in the Individual Property Disclosures below. 32 Table of Contents Summary of Mineral Resources in Millions of Tons of Sylvinite and Langbeinite as of December 31, 2025.
Trio ® production is from langbeinite mined using room‐and‐pillar mechanical mining methods at the East Mine in the 3rd, 4th, and 5th ore zones. Historically, potash was sourced from the West Mine 5th, 7th, and 10th ore zones. Approximately 300 people are employed at IPNM. The IPNM properties are pledged as collateral for our revolving credit facility.
Trio ® production is from langbeinite mined using room‐and‐pillar mechanical mining methods at the East Mine in the 3rd, 4th, and 5th ore zones. Historically, potash was sourced from the West Mine 5th, 7th, and 10th ore zones.
Mineral Resources are reported exclusive of Mineral Reserves. Mt = million tons, % = percent, K 2 O = potassium oxide, ft = feet The material assumptions and criteria used for the IPNM mineral resource estimates are discussed in more detail in Section 11 of the Technical Report Summary in Exhibit 96.1 to this Annual Report.
The material assumptions and criteria used for the IPNM mineral resource estimates are discussed in more detail in Section 11 of the Technical Report Summary in Exhibit 96.1 to this Annual Report.
Resources Mechanical Mining Cutoff 2 (ft%K 2 O) Processing Recovery (%) Sylvinite 1 (Mt) Grade (%K 2 O) Contained K 2 O (Mt) Measured mineral resources 289 16 45 54-64 75-85 Indicated mineral resources 164 14 24 54-64 75-85 Measured + Indicated resources 453 15 69 Inferred mineral resources — — 1 Sylvinite is a mixed evaporite containing NaCl and KCl. 2 Solution mining resource cutoff for flooded old working is the mining extents boundary.
Resources Mechanical Mining Cutoff 2 (ft%K 2 O) Processing Recovery (%) Sylvinite 1 (Mt) Grade (%K 2 O) Contained K 2 O (Mt) Measured mineral resources 288 16 45 54-64 75-85 Indicated mineral resources 164 14 24 54-64 75-85 Measured + Indicated resources 452 15 69 Inferred mineral resources — — Amounts presented have been rounded to reflect the accuracy of the estimate, and numbers may not add or compute due to rounding. 1 Sylvinite is a mixed evaporite containing NaCl and KCl. 2 Solution mining resource cutoff for flooded old mine workings is the mining extents boundary.
Resources Mechanical Mining Cutoff 2 (ft%K 2 O) Processing Recovery (%) Sylvinite 1 (Mt) Grade (%K 2 O) Contained K 2 O (Mt) Measured mineral resources 288 16 45 54-64 75-85 Indicated mineral resources 164 14 24 54-64 75-85 Measured + Indicated resources 452 15 69 Inferred mineral resources — — — IPNM—Summary Mineral Resources in Millions of Tons of Sylvinite effective December 31, 2023.
Resources Mechanical Mining Cutoff 2 (ft%K 2 O) Processing Recovery (%) Sylvinite 1 (Mt) Grade (%K 2 O) Contained K 2 O (Mt) Measured mineral resources 225 15 35 57-66 75-85 Indicated mineral resources 104 15 16 57-66 75-85 Measured + Indicated resources 329 15 51 Inferred mineral resources — — — IPNM—Summary Mineral Resources in Millions of Tons of Sylvinite effective December 31, 2024.
During 2003 and 2004, we modified the East Plant to allow dual processing to recover the K 2 O value from both the sylvite and langbeinite fractions of the ore. The mixed ore was processed into two products: potash sourced from the sylvinite portion of the mixed ore, and Trio ® sourced from the langbeinite portion of the mixed ore.
Potash was the primary product extracted from the mine until mining progressed to the mixed langbeinite and potash ore in the 5th ore zone. During 2003 and 2004, we modified the East Plant to allow dual processing to recover the K 2 O value from both the sylvite and langbeinite fractions of the ore.
The Wendover Airport is located near the operations, although most commercial flights serve the Salt Lake City Airport, which is approximately 115 miles from the operation. We have operated the property continuously since 2004. The property exhibits the normal results of a surface salt-based operation and is in good working condition.
The majority of personnel live and work in Wendover, Utah or West Wendover, Nevada, approximately three to six miles from the operation. The Wendover Airport is located near the operations, although most commercial flights serve the Salt Lake City Airport, which is approximately 115 miles from the operation. We have operated the property continuously since 2004.
Mineral Resource and Reserves Comparison to Prior Year RESPEC, a qualified firm and independent of Intrepid, prepared a technical report summary for our Wendover material property as of December 31, 2023. We did not have any material changes to our mineral resources as December 31, 2024, compared to December 31, 2023, at our Wendover material property.
Mineral Resource and Reserves Comparison to Prior Year RESPEC, a qualified firm and independent of Intrepid, prepared a technical report summary for our Wendover material property as of December 31, 2025. The technical report summary includes the maiden resource estimate for lithium and magnesium.
We did not have any material changes to our mineral resources at December 31, 2024, compared to December 31, 2023, at our Utah material properties. The material assumptions and criteria used for the mineral resource estimates are discussed in more detail in Section 11 of the respective Technical Report Summaries filed as Exhibits 96.1 through 96.3 to this Annual Report.
The material assumptions and criteria used for the mineral resource estimates are discussed in more detail in Section 11 of the respective Technical Report Summaries filed as Exhibits 96.1 through 96.3 to this Annual Report. 34 Table of Contents Summary of Mineral Reserves in Millions of Product Tons of Potash and Langbeinite as of December 31, 2025, and 2024.
All 45 Table of Contents infrastructure for the operation is located approximately three miles east of Wendover, Utah, on old US Highway 40. Interstate 80 bisects the property. The Union Pacific Railroad runs next to the operations. The majority of personnel live and work in Wendover, Utah or West Wendover, Nevada, approximately three to six miles from the operation.
Process materials are readily available in the greater Salt Lake Area. All infrastructure for the operation is located approximately three miles east of Wendover, Utah, on old US Highway 40. Interstate 80 bisects the property. The Union Pacific Railroad runs next to the operations.
The East Mine plant was converted to a langbeinite‐only operation in April 2016 and potash is no longer produced from the East Mine. The maximum productive capacity of the plant is 400,000 tons of Trio ® concentrate annually.
The mixed ore was processed into two products: potash sourced from the sylvinite portion of the mixed ore, and Trio ® sourced from the langbeinite portion of the mixed ore. The East Mine plant was converted to a langbeinite‐only operation in April 2016 and potash is no longer produced from the East Mine.
The technical report summary for the Wendover material property as of December 31, 2023, is included with this Annual Report on Form 10-K. Mineral Resource and Reserves Overview The ore resource model used to determine resources and reserves was created from a database of brine sampling data in 2007 and includes brine samples from the active mining horizon.
Mineral Resource and Reserves Overview The ore resource model used to determine potash resources and reserves was created from a database of brine sampling data in 2007 and includes brine samples from the active mining horizon.
We do not show mineral reserves for our East mine as of December 31, 2024, because, in the opinion of the Qualified Person, none of the langbeinite resources are economically mineable, which is the same conclusion that was reached in the technical report summary for the IPNM material properties as of December 31, 2023.
We did not show mineral reserves for our East mine as of December 31, 2024, because, in the opinion of the Qualified Person, none of the langbeinite resources were economically mineable. The technical report summary for the New Mexico material properties prepared as of December 31, 2025, is included with this Annual Report on Form 10-K.
Mineral Resource The exploration drillhole and channel sample data were compiled to form the database, which serves as the basis for estimating the resources. As part of evaluating the mineral resource, we evaluated and reviewed the geologic setting and bed assignments. Of the data within the lease boundary, all data points contribute bed thickness, and several have assay information.
As part of evaluating the mineral resource, we evaluated and reviewed the geologic setting and bed assignments. Of the data within the lease boundary, all data points contribute bed thickness, and several have assay information. The geology was modeled using Carlson Software (2020).
IPNM has all necessary operating permits and is in production, both underground and solution mining, and through permit reporting maintains environmental compliance. Environmental studies are conducted for major project expansions and modifications to any operations. The most recent Environmental Assessment was completed in 2024 for the construction of new injection piping for the HB In Situ Solution Mine.
During 2025 and 2024, we recorded impairment charges of $1.9 million and $4.4 million, respectively, related to our IPNM material properties. IPNM has all necessary operating permits and is in production, both underground and solution mining, and through permit reporting maintains environmental compliance. Environmental studies are conducted for major project expansions and modifications to any operations.
The QP's most recent inspection was on May 19, 2021, and included the potash plant, evaporation ponds, wellheads, and ditches. No traditional drilling exploration has taken place in Wendover. We monitor KCl grade from 27 wells that were drilled in October 2005. We sample these wells at least yearly to evaluate brine quality in the shallow-brine aquifer.
No traditional drilling exploration has taken place in Wendover. We monitor KCl grade from 27 wells that were drilled in October 2005. We sample these wells at least yearly to evaluate brine quality in the shallow-brine aquifer. Samples are evaluated at the on-site lab with full analysis capabilities, including X-ray fluorescence.
The work referenced the initial Environment Impact Study ("EIS") for the HB In Situ Solar Solution Mining Project. East Mine and Plant The East Mine is a high‐extraction, mechanical room‐and‐pillar mine. Potash was the primary product extracted from the mine until mining progressed to the mixed langbeinite and potash ore in the 5th ore zone.
The most recent Environmental Assessment was completed in 2024 for the construction of new injection piping for the HB In Situ Solution Mine. The work referenced the initial Environment Impact Study ("EIS") for the HB In Situ Solar Solution Mining Project. East Mine and Plant The East Mine is a high‐extraction, mechanical room‐and‐pillar mine.
As part of our long-term mine planning efforts, we may choose to evaluate our strategic development options with respect to the shafts at the North mine and their access to mineralized deposits of potash. 49 Table of Contents Our Production of Potash and Trio ® One product ton of potash contains approximately 0.60 tons of K 2 O when produced at our Moab and Wendover facilities and approximately 0.60 or 0.62 tons of K 2 O when produced at our HB facility.
As part of our long-term mine planning efforts, we may choose to evaluate our strategic development options with respect to the shafts at the North mine and their access to mineralized deposits of potash.
Exploration includes the drilling of core holes from the surface and underground, and the collection of channel samples, which are collected as mining advances. We provided RESPEC their dataset beginning in 2007. Since that time, we have added multiple data points by reassessing several drillholes.
Mineral Resource and Reserves Overview We continue ongoing exploration as a part of our operational long‐term planning. Exploration includes the drilling of core holes from the surface and underground, and the collection of channel samples, which are collected as mining advances. We provided RESPEC their dataset beginning in 2007.
Our potash reserves are also identified from gamma ray geophysical logs in oil and gas wells. We estimate and quantify bed thickness and potash grade with input from 2,928 sample points. Extensive work was completed with geophysical tools in collaboration with the United States Geologic Survey ("USGS") to determine and verify potash grades from gamma logs.
Since that time, we have added multiple data points by reassessing several drillholes. Our potash reserves are also identified from gamma ray geophysical logs in oil and gas wells. We estimate and quantify bed thickness and potash grade with input from 2,928 sample points.
Mining at the Moab property is by the solution mining technique referred to as “selective solution mining.” Selective solution mining dissolves only the KCl component of the sylvinite and leaves the sodium chloride component underground. KCl production is a function of brine grade and the well extraction rate and is limited by the solar ponds’ evaporation rate.
By using water already saturated with sodium, it is possible to selectively dissolve a greater amount of the potassium chloride ore. 44 Table of Contents Mining at the Moab property is by the solution mining technique referred to as “selective solution mining.” Selective solution mining dissolves only the KCl component of the sylvinite and leaves the sodium chloride component underground.

… 45 more changes not shown on this page.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

1 edited+0 added−0 removed4 unchanged
Biggest changeOur Utah and HB facilities are subject to regulation by OSHA and, therefore, are not required to be included in the information provided in Exhibit 95.1. 50 Table of Contents PART II
Biggest changeOur Utah and HB facilities are subject to regulation by OSHA and, therefore, are not required to be included in the information provided in Exhibit 95.1. 56 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+0 added−1 removed3 unchanged
Biggest changeBasic Materials December 31, 2019 $ 100.00 $ 100.00 $ 100.00 $ 100.00 December 31, 2020 $ 89.11 $ 106.07 $ 118.39 $ 118.32 December 31, 2021 $ 157.68 $ 172.47 $ 152.34 $ 151.20 December 31, 2022 $ 106.53 $ 177.51 $ 124.73 $ 139.74 December 31, 2023 $ 88.15 $ 143.50 $ 157.48 $ 155.12 December 31, 2024 $ 80.89 $ 113.37 $ 196.85 $ 146.88 51 Table of Contents Dividends We currently intend to retain earnings to reinvest for future operations and growth of our business and do not anticipate paying any cash dividends on our common stock.
Biggest changeBasic Materials December 31, 2020 $ 100.00 $ 100.00 $ 100.00 December 31, 2021 $ 176.94 $ 128.68 $ 127.78 December 31, 2022 $ 119.54 $ 105.36 $ 118.10 December 31, 2023 $ 98.92 $ 133.03 $ 131.10 December 31, 2024 $ 90.77 $ 166.28 $ 124.14 December 31, 2025 $ 114.82 $ 195.98 $ 146.19 57 Table of Contents Dividends We currently intend to retain earnings to reinvest for future operations and growth of our business and do not anticipate paying any cash dividends on our common stock.
Purchases of Equity Securities by the Issuer Issuer Purchases of Equity Securities Period (a) Total Number of Shares Purchased (b) Average Price Paid Per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or Programs 1 October 1, 2024, through October 31, 2024 — $— — $12,987,860 November 1, 2024, through November 30, 2024 — $— — $12,987,860 December 1, 2024, through December 31, 2024 — $— — $12,987,860 Total — $— — $12,987,860 1 Represents the dollar value of remaining availability under the $35 million share repurchase program approved by the Board of Directors in February 2022.
Purchases of Equity Securities by the Issuer Issuer Purchases of Equity Securities Period (a) Total Number of Shares Purchased (b) Average Price Paid Per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or Programs 1 October 1, 2025, through October 31, 2025 — $— — $12,987,860 November 1, 2025, through November 30, 2025 — $— — $12,987,860 December 1, 2025, through December 31, 2025 7,241 $25.58 — $12,987,860 Total 7,241 $25.58 — $12,987,860 1 Represents the dollar value of remaining availability under the $35 million share repurchase program approved by the Board of Directors in February 2022.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the NYSE under the symbol "IPI". As of February 28, 2025, we had 78 record holders of our common stock based upon information provided by our transfer agent.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the NYSE under the symbol "IPI". As of February 28, 2026, we had 82 record holders of our common stock based upon information provided by our transfer agent.
We may suspend or discontinue the share repurchase program at any time. During 2024, we did not purchase any shares under the share repurchase program. 52 Table of Contents
We may suspend or discontinue the share repurchase program at any time. During 2025, we did not purchase any shares under the share repurchase program. 58 Table of Contents
Performance Graph—Comparison of Cumulative Return The graph below compares the cumulative total stockholder return on our common stock with the cumulative total stockholder return on the S&P 500 Index, the Dow Jones U.S.
Performance Graph—Comparison of Cumulative Return The graph below compares the cumulative total stockholder return on our common stock with the cumulative total stockholder return on the S&P 500 Index, and the Dow Jones U.S. Basic Materials Index, for the period beginning on December 31, 2020, through December 31, 2025, assuming an initial investment of $100 and the reinvestment of dividends.
Removed
Basic Materials Index, and a peer group for the period beginning on December 31, 2019, through December 31, 2024, assuming an initial investment of $100 and the reinvestment of dividends. The peer group consisted of The Mosaic Company, Compass Minerals International, Inc., and Nutrien Ltd. IPI Peer Group S&P 500 Dow Jones U.S.

Item 7. Management's Discussion & Analysis

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

90 edited+58 added−50 removed60 unchanged
Biggest changeWe still hold the necessary permits for the sand operation and believe the potential for a frac sand operation increases the overall value of Intrepid South. 56 Table of Contents Consolidated Results (in thousands) Year Ended December 31, 2024 2023 Sales 1 $ 254,694 $ 279,083 Cost of Goods Sold $ 171,415 $ 187,278 Lower of cost or net realized value inventory adjustments $ 3,957 $ 6,492 Gross Margin $ 29,082 $ 36,846 Loss Before Income Taxes (18,512) (44,062) Income Tax (Expense) Benefit (194,333) 8,389 Net Loss $ (212,845) $ (35,673) Average Net Realized Sales Price per Ton 2 Potash $ 377 $ 466 Trio ® $ 311 $ 321 1 Sales include sales of byproducts which were $25.3 million and $30.6 million for the years ended December 31, 2024, and 2023, respectively. 2 Average net realized sales price per ton is a non-GAAP measure.
Biggest changeOur 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. 62 Table of Contents Consolidated Results (in thousands) Year Ended December 31, 2025 2024 Sales 1 $ 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 Ton 2 Potash $ 353 $ 377 Trio ® $ 367 $ 311 1 Sales include sales of byproducts which were $25.1 million and $25.3 million for the years ended December 31, 2025, and 2024, respectively. 2 Average net realized sales price per ton is a non-GAAP measure.
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, 2024, and 2023.
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, 2024, we have approximately $13.0 million of remaining availability under the share repurchase program.
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.
Depletion expense is calculated by multiplying the number of tons of product produced by the depletion rate per ton. 66 Table of Contents 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.
Depletion expense is calculated by multiplying the number of tons of product produced by the depletion rate per ton. 72 Table of Contents 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.
Risk Factors" and elsewhere in this Annual Report. A discussion of the changes in our results of operations between the years ended December 31, 2023, and December 31, 2022, has been omitted from this Annual Report on Form 10-K but may be found in Item 7.
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.
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, 2024, 2023, and 2022, a majority of our byproduct sales were accounted for in the potash segment.
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.
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 those new assets and recorded an impairment of $4.4 million.
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.
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. 64 Table of Contents 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.
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 anticipate our 2025 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.
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.
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 63 Table of Contents water rights permits.
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.
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 65 Table of Contents facility.
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.
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, 2023, filed with the SEC on March 7, 2024, which is available free of charge on the SEC's website at www.sec.gov and our corporate website (www.intrepidpotash.com).
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).
Lower of Cost or Net Realizable Value ("NRV") Inventory Adjustments During 2024, we recorded lower of cost or NRV inventory adjustments of $4.0 million as our weighted average carrying costs for certain potash products exceeded our expected selling price for those products.
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.
As of December 31, 2023, we had $4.0 million in borrowings outstanding and no outstanding letters of credit under the facility. We had $150.0 million available under the facility as of December 31, 2024. We were in compliance with the applicable covenants under the facility as of December 31, 2024.
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.
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. Also in 2024, we recognized $0.7 million from various miscellaneous items as other operating income.
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.
Our average royalty rate was 4.9%, 4.9%, and 4.8% in 2024, 2023, and 2022, 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 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.
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.
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.
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.
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.
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 2024, we recorded impairment charges for long-lived assets in our Trio ® and oilfield solutions segments.
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.
Income Tax We recorded income tax expense of $194.3 million in 2024 as we increased our valuation allowance against our deferred tax assets by $199.0 million as we have concluded that it is more likely than not that our deferred tax assets will not be realized.
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.
Our oilfield solutions segment cost of goods sold increased 13% in 2024 compared to 2023, as we purchased more third-party water for resale in 2024 compared to 2023, to meet the demand for a large frac on Intrepid South.
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.
During 2024, we recognized $4.5 million in other operating income related to the Third Amendment to the Cooperative Development Agreement we signed with XTO in December 2023 that became effective in January 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.
For the year ended December 31, 2024, we made no borrowings and $4.0 million in repayments under the facility. For the year ended December 31, 2023, we made $9.0 million in borrowings and made $5.0 million in repayments under the facility. As of December 31, 2024, we had no borrowings outstanding and no outstanding letters of credit under the facility.
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 71 Table of Contents facility. As of December 31, 2025, we had no borrowings outstanding and no outstanding letters of credit under the facility.
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. We estimated the fair value of the assets using estimated proceeds received in an orderly sale of these assets.
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.
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, 2024, and 2023 Our total potash segment sales in 2024 decreased $31.1 million, or 20%, compared to 2023, as potash sales recorded in the potash segment decreased 24% while potash segment byproduct sales were essentially unchanged.
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 segment freight expenses decreased 11% in 2024 compared to 2023, as we sold 7% fewer 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.
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.
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, 2024, and 2023 Our total Trio ® segment sales increased $3.2 million, or 3%, in 2024 compared to 2023, as Trio ® sales increased $8.4 million, or 9%, partially offset by a $5.2 million decrease, or 89%, in Trio ® segment byproduct sales.
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.
Gross margin increased $1.4 million, or 25%, in 2024 compared to 2023, due to the factors described above. Specific Factors Affecting Our Results Sales Our gross sales are derived from the sales of potash, Trio ® , water, salt, magnesium chloride, brine water and various other products and services.
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 68 Table of Contents Our gross sales are derived from the sales of potash, Trio ® , water, salt, magnesium chloride, brine water and various other products and services.
In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. As of December 31, 2024, we were in a cumulative three-year income position as a result of income generated during the year ended December 31, 2022.
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.
Our total Trio ® segment sales increased by $3.2 million during 2024 compared to 2023, driven by an increase of $8.4 million in Trio ® sales, partially offset by a decrease of $5.2 million in Trio ® segment byproduct 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.
The increase was mainly driven by a $45 million cash payment received in January 2024 under the Third Amendment to the Cooperative Development Agreement with XTO, partially offset by decreased potash and Trio ® net realized sales prices.
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.
Capital Investments During 2024, we paid cash of $38.7 million to acquire property, plant, equipment, and mineral properties. We expect to make capital investments in 2025 of $36 million to $42 million with the majority of this spending being sustaining capital projects.
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.
United States Export For the year ended December 31, 2024 85 % 15 % For the year ended December 31, 2023 86 % 14 % For the year ended December 31, 2022 82 % 18 % Oilfield Solutions Segment Results Year Ended December 31, (in thousands) 2024 2023 Sales $ 24,685 $ 21,310 Less: Cost of goods sold 17,461 15,518 Gross Margin $ 7,224 $ 5,792 Depreciation, Depletion, and Amortization incurred $ 4,431 $ 3,849 Oilfield Solutions Segment Results for the Years Ended December 31, 2024, and 2023 Our oilfield solutions segment sales increased 16% in 2024 compared to 2023, driven by an increase of $4.0 million in water sales, and an increase of $0.1 million in brine water sales, partially offset by a $0.7 million decrease in sales of other products and services.
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.
The following summarizes our cash flow activity for the years ended December 31, 2024, and 2023: Year ended December 31, 2024 2023 (In thousands) Cash flows provided by operating activities $ 72,495 $ 43,229 Cash flows used in investing activities $ (29,531) $ (59,554) Cash flows (used in) provided by financing activities $ (5,717) $ 1,892 Our revolving credit agreement contains restrictions on our ability to declare and pay dividends.
The following summarizes our cash flow activity for the years ended December 31, 2025, and 2024: 70 Table of Contents 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.
Year Ended December 31, 2024 2023 Agricultural 74 % 74 % Industrial 3 % 3 % Feed 23 % 23 % Trio ® Segment Results Year Ended December 31, (in thousands) 2024 2023 Sales 1 $ 105,428 $ 102,182 Less: Freight costs 25,841 23,211 Warehousing and handling costs 5,169 4,875 Cost of goods sold 69,980 74,308 Lower of cost or net realized value inventory adjustments — 3,783 Gross Margin (Deficit) $ 4,438 $ (3,995) Depreciation, Depletion, and Amortization incurred 2 $ 3,500 $ 6,288 Sales Volumes (tons in thousands) 254 228 Production Volumes (tons in thousands) 251 216 Average Net Realized Sales Price per Ton 3 $ 311 $ 321 1 Trio ® segment sales include byproduct sales which were $0.7 million and $5.8 million for the years ended December 31, 2024, and 2023, respectively. 2 Depreciation, depletion, and amortization incurred excludes depreciation, depletion, and amortization amounts absorbed in or (relieved from) inventory. 3 Average net realized sales price per ton is a non-GAAP measure.
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 Sales 1 $ 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 incurred 2 $ 3,353 $ 3,500 Sales Volumes (tons in thousands) 303 254 Production Volumes (tons in thousands) 273 251 Average Net Realized Sales Price per Ton 3 $ 367 $ 311 1 Trio ® segment sales include byproduct sales which were $0.5 million and $0.7 million for the years ended December 31, 2025, and 2024, respectively. 2 Depreciation, depletion, and amortization incurred excludes depreciation, depletion, and amortization amounts absorbed in or (relieved from) inventory. 3 Average net realized sales price per ton is a non-GAAP measure.
In addition, we produced 16% more tons of Trio ® in 2024 compared to 2023. Because a significant portion of our production costs are fixed, an increase in tons produced reduces our production costs per ton.
Because a significant portion of our production costs are fixed, an increase in tons produced reduces our production costs per ton.
More information about this non-GAAP measure is below under the heading "Non-GAAP Financial Measure." Consolidated Results for the Years Ended December 31, 2024, and 2023 Sales Our total sales decreased $24.4 million, or 9% in 2024, compared to 2023, as potash segment sales decreased $31.1 million, partially offset by an increase of $3.2 million in Trio ® segment sales and an increase of $3.4 million in oilfield solutions segment sales.
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.
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 its fair value of those assets, and we recorded an impairment charge of $31.9 million.
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.
During 2024, we recorded $4.0 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. While our 60 Table of Contents weighted average carrying cost per ton decreased in 2024, average potash prices also declined in 2024.
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.
Estimated proceeds received in an orderly sale of an asset have a high degree of subjectivity and actual 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.
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.
We recorded $2.7 million in lower of cost or net realizable value inventory adjustments for certain potash products during 2023. Our potash segment gross margin decreased $17.6 million in 2024, compared to 2023, due to the $31.1 million decrease in potash segment sales. Potash Segment - Additional Information The table below shows our potash sales mix for 2024 and 2023.
We recorded $4.0 million in lower of cost or net realizable value inventory adjustments for certain potash products during 2024. 66 Table of Contents 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.
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, 2024, and 2023 (in thousands, except per ton amounts): Potash Segment 2024 2023 Total Segment Sales $ 124,833 $ 155,920 Less: Segment byproduct sales 24,634 24,714 Potash freight costs 9,675 10,911 Subtotal $ 90,524 $ 120,295 Divided by: Potash tons sold (in thousands) 240 258 Average net realized sales price per ton $ 377 $ 466 67 Table of Contents Trio ® Segment 2024 2023 Total Segment Sales $ 105,428 $ 102,182 Less: Segment byproduct sales 655 5,838 Trio ® freight costs 25,841 23,211 Subtotal $ 78,932 $ 73,133 Divided by: Trio ® Tons sold (in thousands) 254 228 Average net realized sales price per ton $ 311 $ 321
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 73 Table of Contents 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
Similar to our caverns at the Moab and HB mines, the primary ponds at Wendover serve as the brine storage area, and adding another primary pond will help us meet our goals of maximizing brine availability, increasing brine grade, and improving production.
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.
Employee tax withholding paid for restricted shares upon vesting decreased $0.7 million in 2024 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.
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.
During the year ended December 31, 2023, we recorded lower of cost or NRV adjustments of $6.5 million as our weighted average carrying costs for certain potash and Trio ® 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.
Our loss on sale or disposal of assets in 2024 resulted from the sale of excess lay flat water tubing. Other Operating Income In 2024, we recognized other operating income of $5.2 million compared to $1.3 million in 2023.
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.
We updated our mineral reserves and resources as of December 31, 2024, for our HB facility and we updated our mineral reserves and resources as of December 31, 2023, for all our other facilities. We determined we do not have any mineral reserves at our East facility because the mineral deposit could not be economically extracted.
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.
The decrease is due to the increase in the deferred tax assets valuation allowance, partially offset by decreased impairment expense recorded in 2024 compared to 2023. 59 Table of Contents Potash Segment Results Year Ended December 31, (in thousands) 2024 2023 Sales 1 $ 124,833 $ 155,920 Less: Freight costs 13,176 14,753 Warehousing and handling costs 6,306 5,957 Cost of goods sold 83,974 97,452 Lower of cost or net realized value inventory adjustments 3,957 2,709 Gross Margin $ 17,420 $ 35,049 Depreciation, Depletion, and Amortization Incurred 2 $ 27,955 $ 28,378 Potash Sales Volumes (tons in thousands) 240 258 Potash Production Volumes (tons in thousands) 295 224 Average Potash Net Realized Sales Price per Ton 3 $ 377 $ 466 1 Potash segment sales include byproduct sales which were $24.6 million and $24.7 million for the years ended December 31, 2024, and 2023, respectively. 2 Depreciation, depletion, and amortization incurred excludes depreciation, depletion, and amortization amounts absorbed in or (relieved from) inventory. 3 Average net realized sales price per ton is a non-GAAP measure.
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. 65 Table of Contents Potash Segment Results Year Ended December 31, (in thousands) 2025 2024 Sales 1 $ 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 Incurred 2 $ 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 Ton 3 $ 353 $ 377 1 Potash segment sales include byproduct sales which were $24.6 million and $24.6 million for the years ended December 31, 2025, and 2024, respectively. 2 Depreciation, depletion, and amortization incurred excludes depreciation, depletion, and amortization amounts absorbed in or (relieved from) inventory. 3 Average net realized sales price per ton is a non-GAAP measure.
We sold 11% more tons of Trio ® in 2024 compared to 2023, partially offset by a 3% decrease in our Trio ® average net realized sales price per ton during 2024, compared to 2023.
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.
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.
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.
Our Trio ® sales increased $8.4 million, or 9%, in 2024 compared to 2023, as we sold 11% more tons partially offset by a 3% decrease in our average net realized sales price per ton.
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.
Investing Activities Total cash used in investing activities decreased $30.0 million in 2024, compared to 2023, primarily a result of a $26.4 million decrease in additions to property, plant, equipment, and mineral properties compared to the prior year.
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.
Our potash segment cost of goods decreased $13.5 million, or 14%, and our Trio ® segment cost of goods sold decreased $4.3 million, or 6%, partially offset by an increase of $1.9 million, or 13%, in our oilfield solutions segment cost of goods sold.
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.
For any Trio ® segment capital spending in 2024, we also estimated the fair value of those assets using the expected proceeds received in an orderly sale of those new assets and recorded impairment charges of $4.4 million.
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.
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: ◦ We successfully commissioned Phase Two of the HB Injection Pipeline Project in the third quarter of 2024.
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.
Operating Activities Total cash provided by operating activities for the year ended December 31, 2024, was $72.5 million, an increase of $29.3 million compared with the year ended December 31, 2023.
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.
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. Due to the large drilling program, we purchased $3.6 million of water for resale during 2024, a $2.2 million increase compared to 2023.
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.
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. • Potash pricing and demand.
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.
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.
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.
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.
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.
Our Trio ® segment gross margin increased by $8.4 million in 2024 compared to 2023, 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.
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.
As a result, we have concluded a valuation allowance against our deferred tax assets of $202.2 million was required as of December 31, 2024. Our valuation allowance against our deferred tax assets was $3.2 million as of December 31, 2023. Our effective tax rate for the years ended December 31, 2024, 2023, and 2022 was (1,049.8)%, 19.0%, and 25.2%, 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 average net realized sales price per potash ton decreased in 2024 compared to 2023, as the available supply of potash increased in 2024.
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.
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. 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.
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.
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 its fair value, and we recorded an impairment charge of $31.9 million.
During the year ended December 31, 2024, we recorded total impairment charges of $10.7 million. 64 Table of Contents 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.
Proceeds from the sale of property, plant, and equipment increased $4.7 million primarily due to proceeds received from the sale of water recycling equipment. Proceeds from the redemption/maturity of investments decreased $3.0 million in 2024, compared to 2023. In 2023, we invested $1.4 million of cash in investment grade, short-term debt instruments.
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.
Our oilfield solutions segment sales increased by $3.4 million in 2024, compared to 2023, driven by an increase of $4.0 million in water sales, and an increase of $0.1 million in brine water sales, partially offset by a $0.7 million decrease in other products and services.
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.
Gross Margin Our gross margin percentage decreased to 11% in 2024, compared to 13% in 2023. The decrease was driven primarily by a decrease in sales revenue due to decreases in our average net realized sales price per ton for both potash and Trio ® .
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.
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.
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.
A significant portion of our production costs are fixed and an increase in the number of potash tons produced decreases our per ton production costs. Our Trio ® segment cost of goods sold decreased 6% in 2024 compared to 2023.
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.
We sold fewer tons of potash in 2024, compared to 2023, as we began 2024 with less inventory of potash to sell due to lower potash production from our HB and Wendover facilities during the second half of 2023.
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 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 we sell potash to regional customers located closer to our production facilities.
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.
As of December 31, 2024, we had $150.0 million available to borrow under our credit facility, no outstanding borrowings, and no outstanding lette rs of credit.
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 lette rs of credit.
Surface use and easement sales fluctuate based on the timing of recognizing sales from the various performance obligations contained in the underlying agreements. 62 Table of Contents Cost of goods sold increased 13% in 2024 compared to 2023, as we purchased more third-party water for resale to meet the demand for the large frac completed on Intrepid South.
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.
In the fourth quarter of 2024, we recorded impairment charges of $6.4 million mainly related to our frac sand opportunity and other oilfield related equipment as it is unlikely we will continue to pursue this opportunity as we focus on our core business.
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.
We sold fewer tons of potash in 2024 compared to 2023, as we began 2024 with less inventory of potash to sell due to lower potash production from our HB and Wendover facilities during the second half of 2023.
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.
Byproduct brine sales into oil and gas markets in southeast New Mexico increased $2.6 million during 2024 as consistent oil and gas activity near our operations led to a 17% increase in barrels sold compared to the prior year. • Other oilfield products and services.
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 potash segment cost of goods sold decreased 14% in 2024 compared to 2023, due to selling 7% fewer tons of potash in 2024, compared to 2023. In addition to selling fewer tons of potash in 2024, we produced 32% more tons of potash in 2024 compared to 2023, which lowered our per ton production costs.
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.
Potash sales recorded in the potash segment decreased $31.0 million, or 24%, in 2024 compared to 2023, as our potash average net realized sales price per ton decreased 19%, combined with a 7% decrease in potash tons sold. Potash prices declined during 2024 as available global inventory increased compared to 2023.
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.
Since the 2022 income year will cease to be part of the cumulative three-year test in the next twelve months, we forecast that by the end of 2025, we will be in a three-year cumulative loss position which is significant negative evidence that is difficult to overcome when evaluating the realizability of our deferred tax assets.
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.

… 118 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+0 added−0 removed7 unchanged
Biggest changeThe price of potash and Trio ® is influenced by agricultural demand, global and domestic supply, competing specialty fertilizers, and the prices of agricultural commodities. Decreases in agricultural demand, increases in supply, or decreases in agricultural commodity prices could reduce our agricultural potash and Trio ® sales.
Biggest changeDecreases in agricultural demand, increases in supply, or decreases in agricultural commodity prices could reduce our agricultural potash and Trio ® sales. The price of water is influenced by demand from the oil and gas operators in the Permian Basin.
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. As of December 31, 2024, we had no borrowings outstanding on this facility and no outstanding letters of credit under the 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. As of December 31, 2025, we had no borrowings outstanding on this facility and no outstanding letters of credit under the facility.
However, if local 68 Table of Contents currencies weaken in comparison to the U.S. dollar, foreign suppliers may choose to lower prices proportionally to increase sales volume while again maintaining a margin in their local currency. 69 Table of Contents
However, if local 74 Table of Contents currencies weaken in comparison to the U.S. dollar, foreign suppliers may choose to lower prices proportionally to increase sales volume while again maintaining a margin in their local currency. 75 Table of Contents
For water sales, a portion of our sales are under a long-term agreement where the price per barrel of water is fixed. This agreement allows for the parties to periodically review and adjust the price per barrel of water to the prevailing market price.
For water sales, a portion of our sales are under a long-term agreement where the price per barrel of water is fixed. This agreement allows the parties to periodically review and adjust the price per barrel of water to the prevailing market price. Our sales and profitability are determined principally by the price of potash, Trio ® , and water.
The price of water is influenced by demand from the oil and gas operators in the Permian Basin. Natural gas and oil price declines may result in a reduction in drilling activity, which could reduce our sales of water. Our costs and capital investments are subject to market movements in other commodities such as natural gas, electricity, steel, and chemicals.
Natural gas and oil price declines may result in a reduction in drilling activity, which could reduce our sales of water. Our costs and capital investments are subject to market movements in other commodities such as natural gas, electricity, steel, and chemicals.
Our sales and profitability are determined principally by the price of potash, Trio ® , and water. Potash and Trio ® sales and profitability are also influenced, to a lesser extent, by the price of natural gas and other commodities used in production.
Potash and Trio ® sales and profitability are also influenced, to a lesser extent, by the price of natural gas and other commodities used in production. The price of potash and Trio ® is influenced by agricultural demand, global and domestic supply, competing specialty fertilizers, and the prices of agricultural commodities.