What changed in this filing

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Item 1A. Risk Factors

2026-03-05 compared with 2025-03-04 · 118 added, 80 removed, 505 unchanged (28% of the section changed)

7 unchanged sentences

• 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.

• 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.

8 unchanged sentences

• 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.

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• Our business may be adversely affected by union activities.

Risks Related to Our Industry

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• 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.

• 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.

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• 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.

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.

• 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.

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This growth continues until the market is over-saturated, leading to decreased prices and lower-capacity utilization until the cycle repeats.

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.

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.

Global productive capacity remains higher than demand and significant brownfield and greenfield expansion projects are in progress.

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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

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.

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.

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.

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.

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.

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.

If oil or gas prices decline, if oil and gas development in the Permian Basin decreases, or if demand for fresh water in the Permian Basin declines for other reasons, the demand for water under our water rights could be adversely affected.

In addition, we could be required to expend capital to meet customer needs.

Any of these events could adversely impact our financial condition and results of operations.

Water rights in New Mexico are subject to a stated place of withdrawal, purpose and place of use.

Some of our water right permits, declarations and licenses were originally issued for uses relating to our mining operations.

To sell water under these rights for oil and gas development, we must apply for a permit from the OSE to change the point of diversion, purpose and/or place of use of the underlying water rights.

The OSE reviews such applications and makes a determination as to the validity of the right and, will approve the proposed change if it determines the requested change will not impair existing water rights, will not be contrary to the conservation of water within the state, and will not be detrimental to the public welfare of the state.

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.

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.

Once protested, an administrative process begins, whereby the OSE will ultimately determine if the subject application or preliminary authorization will impair existing water rights, will be contrary to the conservation of water within the state or will be detrimental to the public welfare of the state.

The OSE’s findings can be appealed to a New Mexico district court.

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.

Please see Note 15 of the Notes to Consolidated Financial Statements for an update on challenges to our water rights.

We may face political and regulatory issues relating to the potential use of the maximum amount of our rights.

Any decrease in our water rights could materially impact our ability to monetize our water rights.

A decline in oil and gas drilling could decrease our revenue.

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We may also expand into new products or services in our current industry or other industries.

we may be unsuccessful in implementing any alteration of our activities or expansion initiatives.

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.

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Any of these items could negatively impact our financial condition and results of operations.

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.

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.

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.

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.

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.

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.

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An impairment loss is measured and recorded based on the discounted estimated future cash flows.

In 2025, we recorded total impairment charges to our long-lived assets and mineral properties of $1.9 million related to assets at our East mine.

In 2024, we recorded total impairment charges to our long-lived assets and mineral properties of $10.7 million, of which $4.4 million related to assets at our East mine and $6.4 million related to certain assets in our oilfield solutions segment.

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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.

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.

If we are unable to attract and retain quality workers, the development and growth of our business could suffer, or we could be required to raise wages to keep our employees, hire less qualified workers, or incur higher training costs.

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This may make it more difficult for us to re-hire skilled employees in the future.

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.

We produce potash from three solution mining facilities:

our HB solution mine in Carlsbad, New Mexico, our solution mine in Moab, Utah, and our brine recovery mine in Wendover, Utah.

We also operate our North compaction facility in Carlsbad, New Mexico, which compacts and granulates product from the HB mine.

We produce Trio ® from a single conventional underground East mine in Carlsbad, New Mexico.

Any disruption of operations at one of those facilities could significantly affect production of our products or our ability to fulfill contractual obligations, which could damage customer relationships.

Production at our facilities could be disrupted or negatively impacted by equipment failure, ore grade, or other risk factors, which could result in reduced sales.

A production interruption or disruption at one or more of our facilities could result in a loss of customers, a loss in revenue, or subject us to fines or penalties.

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.

Our operations depend on critical equipment such as continuous mining machines, hoists, conveyor belts, loading equipment, compactors, and dryers.

This equipment could be damaged or destroyed, suffer breakdowns or failures or deteriorate due to wear and tear sooner than we estimate, and we may be unable to replace or repair the equipment in a timely manner or at a reasonable cost.

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.

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A shortage of trucks or railcars for carrying product or increased transit times due to accidents, highway or railway disruptions, congestion, high or compressed demand, labor disputes, adverse weather, natural disasters, changes to transportation systems, or other events could prevent us from making timely delivery to our customers or lead to higher transportation costs.

As a result, we could experience customer dissatisfaction or a loss of sales.

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.

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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.

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.

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.

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

In addition, a majority of our sales are to customers in the U.S., and generally these customers are concentrated in key geographies where we have a freight advantage.

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We experienced significant rainfall in the summer of 2019 at our Wendover facility which reduced the product available for sale in 2020.

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.

If we experience heavy rainfall or low evaporation rates at any of our solar solution mines, we would have less potash available for sale, and our sales and results of operations would be adversely affected.

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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 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.

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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.

These changes could be costly and disruptive to our operations and could impose substantial

demands on management time.

Our systems, and those of third-party providers, also could be vulnerable to damage or disruption caused by catastrophic events, power outages, natural disasters, computer system or network failures, viruses or malware, physical or electronic break-ins, unauthorized access, and cyber-attacks.

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We face risks related to cybersecurity threats and incidents.

We regularly face attempts by others to gain unauthorized access through the internet, or to introduce malicious software, to our information technology (“IT”) systems.

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.

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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.

or demand a ransom to return control of such systems and services.

Such attempts—including but not limited to—social engineering or “phishing” attempts, denial of service attacks and malware (including viruses, trojans and keyloggers) are increasing in number, intensity and in technical sophistication, and are increasingly difficult to detect for periods of time, especially as they relate to attacks on third-party vendors, and, if successful, expose us and any affected parties to risk of loss or misuse of proprietary or confidential information or disruptions of our business operations, including our manufacturing operations.

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In addition, if these efforts were successful, we could experience increased labor costs, an increased risk of work stoppages, and limits on our flexibility to run our business in the most efficient manner to remain competitive.

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.

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.

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.

In addition, we could be required to expend capital to meet customer needs.

Any of these events could adversely impact our financial condition and results of operations.

Water rights in New Mexico are subject to a stated place of withdrawal, purpose and place of use.

Some of our water right permits, declarations and licenses were originally issued for uses relating to our mining operations.

To sell water under these rights for oil and gas development, we must apply for a permit from the OSE to change the point of diversion, purpose and/or place of use of the underlying water rights.

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.

The OSE’s findings can be appealed to a New Mexico district court.

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.

Please see Note 15 of the Notes to Consolidated Financial Statements for an update on challenges to our water rights.

We may face political and regulatory issues relating to the potential use of the maximum amount of our rights.

Any decrease in our water rights could materially impact our ability to monetize our water rights.

Risks Related to Our Industry

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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.

It is only after extraction that reserve estimates can be compared to actual values to adjust estimates of the

remaining reserves.

If any of the assumptions that we make in connection with our reserve estimates are incorrect, the amounts of potash and langbeinite that we can economically recover from our mines could be significantly lower than our reserve estimates.

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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.

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.

Department of the Interior ("DOI") and the New Mexico Oil Conservation Division ("OCD") regulate the co-development of mineral resources—both potash and oil and gas—on federal lands and state lands, respectively, in what the DOI has designated as the Designated Potash Area.

This 497,000-acre region outside of Carlsbad, New Mexico, includes all of our New Mexico operations and facilities.

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It is possible that oil and gas drilling in the Designated Potash Area could limit our ability to mine valuable potash and langbeinite reserves or mineralized deposits because of setbacks from oil and gas wells and the establishment of unminable buffer areas around oil or gas wells.

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.

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.

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In some cases, the construction or commissioning processes could force us to slow or shut down normal operations at the affected facility for a period of time, which would cause lower production volume and higher production costs per ton.

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.

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.

As we proceed with one or more of these strategic projects, we may not realize the expected benefits despite substantial investments, they may cost significantly more than we expect, or we may encounter additional risks that we did not initially anticipate.

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Despite diversification across multiple industries, including agricultural, industrial, and feed, larger customers, at times, comprise a significant portion of our sales revenue.

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.

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.

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.

Our business can be affected by inflation, including higher costs for transportation (including freight rates), energy, materials, supplies, labor, and other costs.

Our ability to recover inflation-driven cost increases may be constrained by the terms of our contracts, the competitive nature of the bidding process, and the economic and industry conditions prevailing in the markets where we operate.

Significant inflation presents a risk of materially increasing our costs and adversely impacting our profitability and overall financial performance.

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 part of our business operations, we are required to maintain financial surety or performance bonds with state and federal agencies and fund reclamation and site cleanup following the ultimate closure of our mines.

We incur costs to maintain these financial assurance bonds and failure to satisfy these financial assurance requirements could materially affect our business, the results of our operations and our financial condition.

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.

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.

For example, the recent imposition of additional tariffs, or proposed tariffs, by the U.S.

on various countries (as well as potential retaliatory tariffs against the U.S.), could increase our cost of doing business and may lead to further challenges for us in the various markets in which we operate.

Additionally, we are subject to significant regulation under MSHA and OSHA.

High-profile mining accidents could prompt governmental authorities to enact new laws and regulations that apply to our operations or to more strictly enforce existing laws and regulations.

See also “ Environmental laws and regulations could subject us to significant liability and require us to incur additional costs.

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.

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An agency's decision to deny or delay a new or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could prevent or limit us from continuing our operations at the affected facility, which could have an adverse effect on our business, financial condition, and results of operations.

For example, the majority of the water we use for our HB and East operations are derived from wells located on state lands, which we access through an easement issued by the New Mexico State Land Office (“NMSLO”).

We are currently operating under a temporary renewal of our water rights easement that expires on May 5, 2026.

We are working collaboratively with the NMSLO for a long-term renewal of the easement.

While we anticipate we will be successful in obtaining a renewal, it is not guaranteed.

The failure to timely renew or the loss of this easement could have a material adverse effect on us, including disruption or cessation of operations.

In addition, we could be required to expend significant amounts to obtain, or come into compliance with, these permits, approvals, and leases, or we could be required to make significant capital investments to modify or suspend our operations at one or more of our facilities.

For example, our HB operations are subject to a discharge permit issued by NMED that we may have to expend significant capital to comply with, as NMED may include new or modified conditions to the permit when it is renewed.

Any expansion of our existing operations would require us to secure the necessary environmental and other permits and approvals.

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The royalty rates are subject to change whenever we renew our leases, which could lead to significant increases in these rates.

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.

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.

As of February 2025, we are continuing to progress on the audit in cooperation with ONRR.

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.

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.

For example, the recent imposition of additional tariffs, or proposed tariffs, by the U.S.

Additionally, we are subject to significant regulation under MSHA and OSHA.

High-profile mining accidents could prompt governmental authorities to enact new laws and regulations that apply to our operations or to more strictly enforce existing laws and regulations.

See also “ Environmental laws and regulations could subject us to significant liability and require us to incur additional costs.

Unanticipated litigation or investigations, or negative developments in pending litigation or investigations or with respect to other contingencies, could adversely affect us .

We are currently, and may in the future become, subject to litigation, arbitration, or other legal proceedings with other parties.

Any claim that is successfully asserted against us in these legal proceedings, or others that could be brought against us in the future, may adversely affect our financial condition or results of operations.

We could incur significant environmental liabilities with respect to our current, future or former facilities.

Risks of environmental liabilities is inherent in our current and former operations.

At many of our past and present facilities, releases and disposals of regulated substances have occurred and could occur in the future, which could require us to investigate, undertake or pay for remediation activities under federal or state laws and regulations.

Our facilities are also subject to laws and regulations which require us to monitor and detect potential environmental hazards and damages.

Our procedures and controls may not be sufficient to timely identify and protect against potential environmental damages and related costs.

We record accruals for contingent environmental liabilities when we believe it is probable that we will be responsible, in whole or in part, for environmental investigation, asset retirement obligation or remediation activities and the expenditures for these activities are reasonably estimable.

However, the extent and costs of any environmental investigation, asset retirement obligation or remediation activities are inherently uncertain and difficult to estimate and could exceed our expectations, which could materially affect our financial condition and operating results.

We may face significant product liability claims and product recalls, which could harm our business and reputation.

We face exposure to product liability and other claims if our products cause harm, are alleged to have caused harm or have the potential to cause harm to consumers or their property.

In addition, our products or products manufactured by our customers using our products could be subject to a product recall as a result of product contamination, our failure to meet product specifications or other causes.

For example, the use and application of our animal feed and plant nutrition products could result in a product recall if it were alleged that they were contaminated.

A product recall could result in significant losses due to the costs of a recall, the destruction of product inventory and production delays to identify the underlying cause of the recall.

We could be held liable for costs related to our customers’ product recall if our products cause the recall or other product liability claims if our products cause harm to our customers or their property.

Additionally, a significant product liability case, product recall or failure to meet product specifications could result in adverse publicity, harm to our brand and reputation and significant costs, which could have a material adverse effect on our business and financial performance.

Our insurance coverage may be insufficient to cover all losses related to product liability claims and product recalls.

Anti-corruption laws and regulations could subject us to significant liability and require us to incur costs.

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Our international activities create the risk of unauthorized payments or offers of payments in violation of the FCPA or other anti-corruption laws by one of our employees, consultants, sales agents, or distributors even though these persons are not always subject to our control.

Although we have implemented policies and training designed to

promote compliance with these laws, these persons may take actions in violation of our policies.

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.

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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.

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.

Furthermore, weather conditions have historically caused volatility in the agricultural industry and, as a result, in our results of operations, by causing crop failures or significantly reduced harvests, which can adversely affect application rates, demand for our products and our customers’ creditworthiness.

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Depending on the particular program, we and our customers could be required to control GHG emissions or to purchase and surrender allowances for GHG emissions resulting from our operations.

Independent of Congress, the Environmental Protection Agency ("EPA") has adopted regulations controlling GHG emissions under its existing authority under the CAA.

For example, following its findings that emissions of GHGs present an endangerment to human health and the environment because such emissions contributed to warming of the earth’s atmosphere and other climate changes, the EPA has adopted regulations under existing provisions of the CAA that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources that are already potential major sources for conventional pollutants.

In addition, the EPA has adopted rules requiring the monitoring and reporting of GHG emissions from specified production, processing, transmission, and storage facilities in the U.S.

on an annual basis.

Further, in December 2015, over 190 countries, including the U.S., reached an agreement to reduce global GHG emissions, also known as the Paris Agreement.

The Paris Agreement entered into force in November 2016 after more than 170 nations, including the U.S., ratified or otherwise indicated their intent to be bound by the agreement.

After previously withdrawing and rejoining the Paris Agreement, in January 2025 the U.S.

began the process of withdrawing from the Paris Agreement.

Actions to implement the mandates of the Paris Agreement or otherwise impose regulations on our industry or our customers’ industries aimed at reducing GHG emissions could have an adverse effect on our business.

It is possible that future legislation or regulation addressing climate change, including, any changes to existing agreements or any new international agreements, could adversely affect our operations, energy, raw material and transportation costs, results of operations, liquidity or capital resources, and these effects could be material or adversely impact us.

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We have also made certain public statements regarding our commitment to the environment and our focus on protecting the environments, resources, and ecosystems surrounding our locations.

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.

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.

Further, there can be no assurance of the extent to which our goals will be achieved, or that any future investments we make in furtherance of achieving such target and goal will meet investor expectations or legal standards, if any, regarding sustainability performance.

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What changed 10-K

Item 1A. Risk Factors