What changed in this filing

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Item 1. Business

2026-03-05 compared with 2025-03-04 · 36 added, 41 removed, 357 unchanged (18% of the section changed)

54 unchanged sentences

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.

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.

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.

"Management's Discussion and Analysis of Financial Condition and Results of Operations - Significant Business Trends and Activities."

Production Facilities

5 unchanged sentences

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.

The resulting mineral evaporites are then processed to separate the minerals for sale.

Solution mining does not require employees or machines to be underground.

13 unchanged sentences

The three primary nutrients required for plant growth are nitrogen, phosphate, and potassium.

no known substitutes for these nutrients.

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.

13 unchanged sentences

In 2022, global production decreased to approximately 61.1 million metric tonnes, compared to record production of approximately 71 million metric tonnes in 2021.

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.

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.

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.

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.

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.

1 unchanged sentence

A change in the volume of imports could result in a material change to potash prices in 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.

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.

In 2022, the U.S.

imposed sanctions on Belarusian potash imports, although in December 2025, the U.S.

lifted these sanctions.

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.

The world's potash production is heavily focused on a few producers within a handful of countries.

6 unchanged sentences

for oil production is the Permian Basin, which spans from west Texas to southeastern New Mexico.

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.

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.

The majority of oil and gas wells drilled in the U.S., including the Permian Basin, are hydraulically fractured horizontal wells, which account for the record amount of fossil fuels produced in the U.S.

13 unchanged sentences

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.

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.

Some of our direct and potential competitors may have significant advantages over us, including greater name recognition, longer operating histories, pre-existing relationships with current or potential customers, significantly greater financial, marketing and other resources, ownership of more diverse assets and products, and/or access to less expensive mining assets, any of which could allow them to respond more quickly to new or changing opportunities.

8 unchanged sentences

• 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 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.

We currently operate our Trio ® facility at a reduced production level and expect to continue to do so for the foreseeable future.

We currently operate our Trio ® facility below its productive capacity level and expect to continue to do so for the foreseeable future.

• Expanding offerings of oilfield solutions.

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 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.

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.

3 unchanged sentences

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.

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.

18 unchanged sentences

• Diversity in secondary nutrient 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.

We also believe that there is a market for Trio ® beyond the U.S., although freight expense and competition from substitute products have made this a difficult market to penetrate.

6 unchanged sentences

Prior to an adjudication, a water right may be acquired through the OSE’s permitting or licensing process.

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

appropriations.

These permits are inchoate rights, which allow a permittee to put the water to beneficial use as prescribed by the agency.

Once the OSE confirms that water diversion works have been completed and water has been put to beneficial use, the water right is licensed.

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.

A water right claimant must apply to the OSE for a permit to make changes to a water right, including changes in the place or purpose of use.

1 unchanged sentence

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.

The Intrepid South property increased our total water rights available for sale in and around the Permian Basin.

2 unchanged sentences

We sell potash into three different markets—the agricultural, feed, and industrial markets.

In both 2024 and 2023, these markets represented approximately 74%, 23%, and 3%, of potash sales.

In 2025, these markets represented approximately 75%, 21%, and 4%, of potash sales, respectively.

The agricultural market supplies crop nutrients to farmers producing a wide range of crops in different geographies and the animal feed market supplies feed manufacturers with key nutrients for a wide range of feed blends into various markets such as pet food and cattle feed.

8 unchanged sentences

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.

In addition to our reserves, we have water rights and access to additional mineralized areas of potash for potential future exploitation.

26 unchanged sentences

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.

We sell into the industrial and

feed markets through distributors and directly to end users.

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.

In 2024, and 2023, we had one customer, Bill Barr & Company, Inc., which accounted for more than 10% of our total consolidated revenues.

10 unchanged sentences

We expect to spend $5.0 million to $6.0 million for environmental related capital and reclamation projects in both 2026 and 2027.

Future capital expenditures are subject to uncertainties, including changes to environmental laws.

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.

36 unchanged sentences

We continue to work with the OSE Dam Safety Bureau to determine required dam modifications.

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.

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 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”).

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.

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.

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.

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.

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.

20 unchanged sentences

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.

Some of these operations resulted, or may have resulted, in soil, surface water, or groundwater contamination.

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 unchanged sentence

We work closely with government authorities to obtain the appropriate permits to address identified site conditions.

For example, buildings located at our facilities in Utah and New Mexico have a type of siding that contains asbestos.

For example, some 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.

9 unchanged sentences

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.

Our mining operating leases require us to reclaim property disturbed areas of our facilities.

Our operations in Utah and New Mexico have specific obligations related to reclamation of the land after mining and processing operations are concluded.

56 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business