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Item 7. Management’s Discussion and Analysis

2026-03-05 compared with 2025-03-04 · 176 added, 179 removed, 288 unchanged (55% of the section changed)

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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.

Recent Developments

In April 2024, our Board of Directors (the "Board") granted Robert P.

Jornayvaz III, our Executive Chairman of the Board and Chief Executive Officer (the "CEO"), a medical leave of absence, while he recovered from a non-work related accident.

Our Board appointed Matthew D.

Preston, our Chief Financial Officer, as principal executive officer.

Our Board also temporarily delegated all responsibilities of the Chairman of the Board to Barth Whitham, Lead Director.

Our Board also appointed Hugh E.

Harvey, our co-founder with Mr.

Jornayvaz, to serve as a Class III director on the Board.

On July 10, 2024, our Board announced that it was unlikely that Mr.

Jornayvaz would return from his extended medical leave of absence and it had initiated a search process to identify a successor to Mr.

Jornayvaz in the CEO role.

On September 30, 2024, Mr.

Jornayvaz resigned as CEO and as a member of our Board.

On November 26, 2024, our Board appointed Kevin S.

Crutchfield as CEO of the Company and a member of the Board as a Class III director, in each case effective December 2, 2024.

On January 14, 2025, our Board increased the size of the Board from seven directors to eight directors, and the Board appointed Gonzalo Avendano as an additional independent director to the fill the vacancy created by the expansion of the Board and to serve as a Class I director of the Company.

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.

Given the dynamic nature of such disruptions, we cannot reasonably estimate the impacts of such disruptions, if any, on our financial condition, results of operations, liquidity, or cash flows in the future.

We expect that any such disruptions may have a material effect on revenue growth, financial condition, liquidity, and overall profitability in future reporting periods.

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

• Tariffs and retaliatory tariffs.

Since February 2025, the U.S.

government has announced, implemented, modified, paused, and/or terminated various tariff measures, including tariffs pursuant to the International Emergency Economic Powers Act (“IEEPA”) (which were held unlawful in February 2026 by the U.S.

Supreme Court and terminated), and a number of new or modified tariffs on imports of specific classes of products (including, but not limited to, steel, aluminum, and copper) under Section 232 of the Trade Expansion Act of 1962 (“Section 232”), and most recently a temporary tariff under Section 122 of the Trade Act of 1974 (“Section 122”).

In addition, the U.S.

government has indicated that it will initiate investigations with the intention of imposing additional tariffs under Section 232 and Section 301 of the Trade Act of 1974.

Imports from Canada and Mexico that meet the origin rules of the United States-Mexico-Canada Agreement ("USMCA"), were exempt from the IEEPA tariffs, and are currently exempt from the Section 122 tariffs, but not Section 232 tariffs.

The status of the Section 122 exemption is uncertain, as is whether the USMCA-qualifying goods would be exempt from future tariffs, and the USMCA itself may be subject to renegotiation.

Other countries and customs unions, including the United Kingdom, European Union, Japan and Korea, have negotiated separate trade agreements with the U.S.

resulting in lower tariffs than would have otherwise applied.

However, the status of these agreements is uncertain in light of the termination of IEEPA tariffs, and such agreements are subject to further negotiation.

also continues to negotiate with additional trade partners on potential agreements, the outcome of which remains uncertain.

These tariffs have also at time led, and may continue to lead, to retaliatory tariffs imposed by other countries.

This volatility of tariffs creates uncertainty regarding the extent and impact of tariffs on our business and the economy in general.

Tariffs, or the potential for tariffs, may affect the costs and availability of raw materials, affect our customers' purchasing decisions, contribute to increases in operating costs through increases in product and equipment costs, wages, and energy, or have other related impacts on our business and the markets in which we operate.

• Potash pricing and demand.

Our average net realized sales price for potash decreased to $377 per ton in 2024 compared to $466 per ton in 2023 as global potash production improved back to 2021 levels leading to a more balanced global potash market.

In January 2025, a winter-fill agricultural potash program was announced decreasing the list price for agricultural potash by $20 per ton to $315 per ton during a one-week order window, before the list price increased back to $340 per ton.

Subscription under the fill program was generally positive, with most customers placing orders for the entirety of their first quarter needs.

After the fill program and subsequent price increase, U.S potash prices are trading in line with global prices levels, supported by improving crop prices and a positive outlook on spring planting.

Our average net realized sales price for potash decreased to $353 per ton in 2025 compared to $377 per ton in 2024.

After peaking in mid-2022, potash prices steadily declined, reaching a floor in January 2025 at $315 per ton during the winter-fill agricultural potash program.

Supportive crop prices and strong demand during the first half of 2025 led to multiple price increases with summer-fill potash pricing increasing to $390 per ton in June 2025, followed by a $20 per ton increase that was largely untested in the third and fourth quarters.

Fourth quarter pricing was unchanged from post summer-fill levels, but demand was slow as reduced farmer profitability due to commodity price declines and sufficient inventory from the summer-fill program limited buying.

A winter-fill agricultural potash program was announced in January 2026 at $355 per ton, a $40 per ton increase compared to the 2025 winter-fill program, and we have seen good subscription under the program with customers placing orders for the majority of their first quarter needs.

Our price expectations could be affected by, among other things, weather, planting decisions, rail car availability, commodity price decreases and the price and availability of other potassium products.

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• Trio ® pricing and demand.

Our average net realized sales price for Trio ® decreased to $311 per ton in 2024, compared to $321 per ton in 2023, as increasing sulfate values mostly offset declines in potassium pricing during the year.

In January 2025, improving agricultural commodity prices led to strong early season demand and customers were willing to commit to the majority of their spring needs.

Given the good demand and continued improvements in sulfate pricing, we increased our posted price for Trio ® by $20 per ton in late January to $375 per ton, and expect to realize the higher price levels on tons shipped in the second quarter of 2025.

Our average net realized sales price for Trio ® increased to $367 per ton in 2025, compared to $311 per ton in 2024.

Similar to potash, after prices peaked in mid-2022, Trio ® pricing steadily declined until reaching a floor in the second half of 2023.

Trio ® prices were relatively flat in the first half of 2024 with summer-fill pricing of $320 per ton, after which rising sulfate values and increased demand led to multiple prices increases in both the second half of 2024 and first half of 2025, with prices peaking in June 2025 at $415 per ton, a $95 per ton increase over the summer-fill levels of the prior year.

We announced a fall-fill program in October 2025, reducing price $35 per ton to $380 per ton, during a one-week order window and saw record subscription with 87,000 tons sold in the fourth quarter of 2025.

Pricing increased to $405 per ton after the order window and we continue to see good demand to date in 2026.

Our ability to realize the increased prices may be affected by, among other things, weather, planting decisions, rail car availability, commodity price decreases, and the price and availability of other potassium products.

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Key current and future projects include:

◦ We successfully commissioned Phase Two of the HB Injection Pipeline Project in the third quarter of 2024.

Since commissioning, our brine injection rates have averaged approximately 1,900 gallons per minute, which is 30% higher than the previous gallons per minute injection rate highs achieved in 2014.

◦ We completed the construction of a new primary pond in Wendover in June 2024 and are in the process of filling the pond with brine.

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.

We expect to see the production benefits of the new primary pond beginning in 2025 - 2026 production year.

◦ HB AMAX Cavern - In the third quarter of 2024, we started the permitting process to drill a sample well into the AMAX Cavern at HB in order to measure the brine chemistry of the existing cavern.

AMAX is the largest cavern in the HB system and is expected to serve as an expansion area to the original HB caverns which have been in service for over ten years.

We are close to completing the permitting process and expect to drill the well in the second quarter of 2025.

◦ Wendover Primary Ponds - Similar to our caverns at the Moab and HB mines, the primary ponds at Wendover serve as the brine storage area, and are necessary to achieve our goals of maximizing brine availability, increasing brine grade, and improving production.

We completed the construction of a new primary pond in June 2024 and are seeing the production benefits from this pond in our 2025 - 2026 production year.

We plan to begin construction of another primary pond in mid-2026 to further increase our

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

◦ HB AMAX Cavern - After further evaluation of our AMAX Cavern project, we have deferred additional capital investment in our AMAX Cavern project until at least 2027.

While the AMAX Cavern remains a key part of our HB mine and we remain confident in the potash reserve in place, we believe we have adequate brine sources to maintain production at our HB facility for the next few years.

Before committing additional capital, we are looking to ensure we have adequate brine injection volumes to flood the AMAX Cavern, which will be the largest cavern in the HB system, and the necessary bitterns management system in place to maximize the full potential of this additional cavern.

• Lithium Development Project.

In 2025, we entered into a Joint Development Agreement ("JDA") with Aquatech International, LLC and Adionics (together, the "Lithium Partners") to pursue the potential development of a 5,000 metric tonne lithium extraction facility using the post-process brine at our Wendover facility.

Initial demonstration testing using our Wendover brine was successful, with a lithium extraction rate of 92.9% and lithium chloride purity above 99.5%.

The lithium chloride was further processed to produce a >99.5% lithium carbonate product, meeting key specifications for battery manufacturing.

Under the JDA, Aquatech is completing comprehensive feasibility studies and detailed engineering of a 5,000 metric tonne lithium extraction facility.

The Lithium Partners are advancing project design and development, and negotiating definitive agreements, with a goal of reaching a final investment decision in 2026.

• Water sales.

Water sales decreased in 2024 to $13.6 million, compared to $15.2 million in 2023.

The majority of our water sales are from Intrepid South, where we sell water through our truck station or directly to operators.

Water sales decreased in 2025 to $3.2 million, compared to $13.6 million in 2024 as continued expansion of produced water and water recycling infrastructure has increased the availability of recycled water and reduced demand for water from both our Caprock wells and on Intrepid South.

In 2024, we supplied water for one drilling program during the third quarter which accounted for approximately $5.5 million, or 40%, of our total water sales.

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.

Overall, we have seen a trend towards larger frac operations on Intrepid South due to the increasing length and number of laterals drilled.

These operations require significant amounts

of water for a sustained period which has resulted in us relying more on third-party water to meet the needs of operators as we are unable to provide the volumes necessary with our own wells and pond infrastructure.

While oil and gas activity remains strong in southeast New Mexico and on Intrepid South, we expect continued volatility in our water sales as the amount of water required varies between frac operations and the timing of operations is difficult to predict.

We did not have an equivalent sale during 2025.

While oil and gas activity remains strong in southeast New Mexico and on Intrepid South, we expect the trend towards the use of produced and recycled water will continue for the foreseeable future.

• Byproduct sales.

Byproduct sales decreased to $25.3 million in 2024 compared to $30.6 million in 2023, driven primarily by a $5.6 million decrease in byproduct water sales as we increased the volume of water used for injection at our HB plant and we sold fewer barrels of water from our Caprock water rights.

Magnesium chloride sales decreased $2.8 million compared to 2023, as limited snowfall events in the first half of 2024, combined with customers entering 2024 with high-levels of inventory of dust control magnesium chloride, reduced sales during the year.

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.

Byproduct sales decreased to $25.1 million in 2025 compared to $25.3 million in 2024.

Magnesium chloride sales increased $0.9 million compared to 2024, as we saw a return to more historic sales volumes in 2024, offset by $0.9 million decrease in salt sales.

Brine sales decreased $0.2 million, or 3%, compared to 2024 as oil and gas activity near in southeast New Mexico continues to drive strong demand for heavy brine.

• Other oilfield products and services.

Our revenue from brine and other oilfield products and services, excluding water, recorded in our oilfield solutions segment decreased to $11.1 million in 2024, compared to $11.7 million in 2023, mainly driven by a $1.0 million decrease in surface use and right of way revenue at Intrepid South.

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.

We 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.

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

Consolidated Results

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Gross Margin $ 54,816 $ 29,082

Loss Before Income Taxes (18,512) (44,062)

Income Tax (Expense) Benefit (194,333) 8,389

Net Loss $ (212,845) $ (35,673)

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

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

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.

Our total potash segment sales decreased $31.1 million during 2024, compared to 2023, driven by a decrease of $30.9 million in potash sales.

Our potash sales decreased as our potash average net realized sales price per ton decreased 19%, combined with a 7% decrease in tons of potash sold.

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 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.

Potash production improved at our HB and Wendover facilities during 2024 compared to 2023, but annual production at our Wendover facility remains below its historical annual production level.

Potash segment byproduct sales decreased $0.1 million in 2024 compared to 2023, as decreases in magnesium chloride and byproduct water sales were mostly offset by increases in brine water and salt sales.

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

Our total Trio ® segment sales increased by $39.0 million during 2025 compared to 2024, driven by an increase of $39.2 million in Trio ® sales, partially offset by a decrease of $0.2 million in Trio ® segment byproduct sales.

We sold 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 Trio ® byproduct sales decreased as we did not sell any Trio ® segment byproduct water in 2024, while we sold $5.3 million in Trio ® segment byproduct water in 2023.

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 oilfield solutions segment water revenues increased due to the completion of a large frac on Intrepid South during the third quarter of 2024.

Demand for brine water sales remained strong in 2024 due to continued oil and gas activity in the Permian Basin near Intrepid South.

Sales of our other products and services decreased in 2024, compared to

2023, due to a decrease in surface use and easement sales.

Surface use and easement sales fluctuate based on the time of recognizing sales from the various performance obligations contained in the underlying agreements.

We sold 19% more tons of Trio ® in 2025 compared to 2024, as we entered 2025 with more Trio ® inventory due to increased production in the second half of 2024, and we produced 9% more tons of Trio ® during 2025, compared to 2024.

Our average net realized sales price per ton increased 18% in 2025, compared to 2024, due to strong prices of the individual nutrient components of Trio ® , particularly sulfate and potassium.

Our total potash segment sales increased $14.8 million during 2025, compared to 2024, driven by an increase of $14.9 million in potash sales, partially offset by a $0.1 million decrease in potash byproduct sales.

Our potash sales increased due to a 20% increase in potash tons sold during 2025, compared to 2024, partially offset by a 6%, decrease in potash average net realized sales price per ton.

We sold more tons of potash in 2025, compared to 2024, because our available supply of potash increased in 2025, compared to 2024, mainly due to strong potash production during the second half of 2024 and the first half of 2025.

Our potash average net realized sales price per ton decreased 6% in 2025, compared to 2024, primarily due to lower potash price levels during the spring application season.

The 2025 potash winter-fill program, announced in January 2025, was $70 per ton less than the 2024 potash winter-fill program in January 2024.

After the winter-fill program in 2025, strong demand and supportive commodity prices led to multiple potash price increases in the first half of 2025, with summer-fill potash price of $390 per ton, a $55 per ton increase compared to 2024.

Although potash prices rose steadily during 2025, we sold fewer tons in the second half of 2025 at the higher per ton prices, compared to tons sold during the first half of 2025 at the lower per ton prices.

Our oilfield solutions segment sales decreased by $10.2 million in 2025, compared to 2024, driven by a decrease of $10.4 million in water sales, partially offset by a $0.2 million increase in brine water sales and other oilfield solutions products and services.

Water sales decreased due to reduced demand from both our Caprock and Intrepid South water rights as oil and gas operators continue to increase the use of produced and recycled water in their operations.

Sales of water on Intrepid South also vary based on the drilling schedules of operators on our land.

In 2024, we supplied water to a large frac in the third quarter, which accounted for $5.5 million, or 40% of our water sales for the year.

We did not have an equivalent frac on Intrepid South in 2025.

Cost of Goods Sold

Our total cost of goods sold decreased $15.9 million, or 8%, in 2024, compared to 2023.

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 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.

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.

We sold 11% more tons of Trio ® in 2024 compared to 2023, but our weighted average carrying cost per ton of Trio ® decreased as we incurred less production labor, natural gas, and depreciation expenses in 2024 compared to 2023.

Trio ® segment labor costs decreased as we operated fewer shifts in 2024 compared to 2023.

Trio ® segment depreciation expense decreased in 2024 compared to 2023 due to the impairment that was recorded in December 2023 for our Trio ® segment assets.

Trio ® segment natural gas expenses decreased in 2024 compared to 2023, as natural gas prices spiked in early 2023 due to supply constraints in the western U.S.

In addition, we produced 16% more tons of Trio ® in 2024 compared to 2023.

Our total cost of goods sold increased $7.2 million, or 4%, in 2025, compared to 2024.

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

Our potash segment cost of goods sold increased 13% in 2025, compared to 2024, mainly due to us selling 20% more tons of potash in 2025, compared to 2024.

Increased potash production rates, specifically in the second half of 2024, decreased the carrying cost of our potash at the start of 2025, compared to 2024, reducing our per ton cost of goods sold in 2025.

Our potash cost of goods sold during 2025 was favorably impacted by lower of cost or net realizable value inventory adjustments recorded during the second half of 2024 and the first half of 2025.

Recording lower of cost or net realizable value inventory adjustments reduces our potash carrying costs per ton.

Our Trio ® segment cost of goods sold increased 4% in 2025, compared to 2024, as we sold 19% more tons of Trio ® in 2025 compared to 2024.

Our per ton production costs per Trio ® ton decreased in 2025, compared to 2024, due to the 9% increase in tons of Trio ® produced in 2025, compared to 2024, while increased production rates throughout 2024 also led to a lower weighted average carrying cost per ton of Trio ® to begin 2025, compared to 2024.

Because a significant portion of our production costs are fixed, an increase in tons produced reduces our production costs per ton.

Our oilfield solutions segment cost of goods sold 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.

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

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

During the year ended December 31, 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.

As discussed above, during 2024 compared to 2023, our average net realized sales price per ton for potash and Trio ® decreased but the amount of lower of cost or NRV inventory adjustments recorded was less in 2024 compared to 2023 because our weighted average carrying costs for potash and Trio ® also decreased.

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 ® .

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.

Our gross margin percentage increased to 18% in 2025, compared to 11% in 2024.

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

Selling and Administrative Expense

Selling and administrative expenses increased $0.5 million or 2% in 2024 compared to 2023, as increases in severance and labor expenses were partially offset by decreases in stock compensation and legal expenses.

Selling and administrative expenses increased $3.7 million or 11% in 2025 compared to 2024, as professional services expenses increased $1.9 million and stock compensation expense increased $1.4 million.

Our professional services expenses increased in 2025, compared to 2024, as we used more third-party consultants in 2025.

Our stock compensation expense increased in 2025, compared to 2024, mainly due to the resignation of our former Chief Executive Officer ("CEO") in September 2024.

Recognized stock compensation expense related to the former CEO's unvested equity awards at the time of his resignation in September 2024 was reversed which lowered 2024 stock compensation expense.

Impairment of Long-Lived Assets

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

In 2023, we recorded an impairment related to our Trio ® segment assets because the net book value exceeded the estimated fair value of the 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.

The carrying value of our Trio ® segment asset group exceeded its fair value, and we recorded an impairment charge of $31.9 million.

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.

In 2024, in our Oilfield Solutions Segment we recorded impairment charges of $6.4 million mainly related to our frac sand opportunity and other oilfield related equipment.

Although we still hold the necessary permits for the sand operation, it is unlikely we will continue to pursue this opportunity as we focus on our core business.

In 2023, we recorded impairment charges of $1.5 million related to certain assets in our Oilfield Solutions Segment, specifically certain water recycling equipment and an investment in a non-operating interest in an oil and gas investment.

In 2023 in our potash segment, we recorded an impairment charge of $9.9 million related to the assets at the West facility, which were placed in care and maintenance in 2016, and given the length of time since the assets were placed in care and maintenance, we engaged a third-party valuation firm to determine the fair value of the West assets.

The fair value of the West assets was determined using the expected proceeds received in an orderly sale of the individual assets.

Loss on Sale or Disposal of Assets

During 2024, we recorded a $2.0 million loss on the sale or disposal of assets in the normal course of business, compared to a loss of $0.8 million during 2023.

Our loss on sale or disposal of assets in 2024 resulted from the sale of excess lay flat water tubing.

In 2023, the fair value of our Trio ® segment assets was determined using the expected proceeds received in an orderly sale of the individual assets.

During 2024, for any Trio ® segment capital spending during 2024, we also estimated the fair value of those assets using the expected proceeds received in an orderly sale of the new individual assets and recorded impairment charges of $4.4 million.

We continued to record impairment charges for our Trio ® segment capital spending during the first nine months of 2025, using the expected proceeds received in an orderly sale of new individual assets and recorded impairment charges of $1.9 million.

We did not record any impairment charges for any Trio ® segment capital spending during the three months ended December 31, 2025, because the projected undiscounted cash flows generated by our Trio ® segment asset group exceeds the net book value of the Trio ® segment asset group due to the continued financial improvement in our Trio ® segment asset group.

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

Gain Loss on Sale or Disposal of Assets

During 2025, we recorded a $1.2 million gain on the sale or disposal of assets.

During 2025 we sold two small parcels of land and recorded a total gain of $3.6 million, partially offset by a loss of $2.4 million on the sale or disposal of assets in the normal course of business.

During 2024, we recorded a total loss of $2.0 million on the sale or disposal of assets mainly related to the sale of excess lay flat water tubing.

Other Operating Income

In 2025, we recognized other operating income of $4.8 million compared to $5.2 million in 2024.

During 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.

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.

During 2025, we recognized $0.3 million from various miscellaneous items, compared to $0.7 million recognized during 2024.

Other Operating Expense

Other operating expense increased $2.6 million in 2024 compared to 2023, mainly due to recording an additional $1.9 million related to the potential underpayment of federal mineral royalties from 2012 through 2016.

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.

The expense associated with increasing the valuation allowance was partially offset by the income tax benefit associated with our loss before income taxes.

In 2023, we recorded an income tax benefit of $8.4 million as we incurred a loss before income taxes, which was partially offset by a $1.1 million increase in our valuation allowance.

Our 2024 net income decreased $177.2 million to a net loss of $212.8 million.

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.

Other operating expense increased $2.9 million in 2025 compared to 2024.

During 2025, we recorded $4.0 million related the potential settlement of a class action lawsuit and $2.2 million for potential fines related to an unpermitted discharge at our HB facility.

During 2024, we recorded an additional $1.9 million related to the potential underpayment of royalties to the ONRR from 2012 through 2016, we incurred $0.9 million for royalties assessed by the State of New Mexico on certain water sales made during 2019 to 2022, and we recorded $0.6 million in expenses associated with product contamination.

During 2025, we paid the ONRR $3.5 million for the underpayment of royalties from 2012 through 2016, which closed the matter.

We recorded income tax expense of $0.5 million in 2025, for state income taxes in jurisdictions where we were unable to utilize deferred tax assets for net operating losses.

In 2024, we recorded an income tax expense of $194.3 million as we increased our valuation allowance against our deferred tax assets by $199.0 million since we concluded that it was more likely than not that our deferred tax assets would not be realized.

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.

Potash Segment Results

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

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.

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.

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.

Potash production improved at our HB and Wendover facilities in 2024 compared to 2023, but 2024 production from our Wendover facility remained below its historical production level.

Potash segment byproduct sales decreased $0.1 million, in 2024 compared to 2023, due to a $2.8 million decrease in byproduct magnesium chloride sales, partially offset by a $2.6 million increase in byproduct brine sales.

Our byproduct magnesium chloride sales decreased in 2024 compared to 2023, due to mild winter weather which decreased demand for our deicing product in the first and fourth quarters of 2024, and we saw less demand from the dedust market impacting sales in the second and third quarters of 2024.

Our byproduct brine sales increased due to continuing strong oil and gas activities near our facilities in New Mexico during 2024.

Potash cost of goods sold decreased $13.5 million, or 14%, in 2024, compared to 2023, due to a 7% decrease in potash tons sold and a decrease in our per ton production costs.

Our per ton production costs decreased in 2024 compared to 2023, as we produced 32% more tons of potash during 2024 compared to 2023.

A significant portion of our production costs are fixed and an increase in tons produced results in lower per ton production costs.

Potash segment freight expenses decreased 11% in 2024 compared to 2023, as we sold 7% fewer tons of potash.

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

Potash sales recorded in the potash segment increased $14.8 million, or 15%, in 2025 compared to 2024, as our potash tons sold increased 20%, partially offset by a 6% decrease in our average potash net realized sales price per ton.

We sold more tons of potash in 2025, compared to 2024, because our available supply of potash increased in 2025, compared to 2024, mainly due to increased potash production during the second half of 2024 and the first half of 2025.

Our potash average net realized sales price per ton decreased 6% in 2025, compared to 2024.

The 2025 potash winter fill program that was announced in early January 2025 was $70 per ton less than the 2024 potash winter fill program that was announced in early January 2024.

While per ton potash prices rose steadily during 2025, we sold fewer tons in the second half of 2025 at the higher per ton prices, compared to tons sold during the first half of 2025 at the lower per ton prices.

Our potash segment cost of goods sold increased 13% in 2025 compared to 2024, mainly due to selling 20% more tons of potash in 2025, compared to 2024.

Increased potash production rates, specifically in the second half of 2024, decreased the carrying cost of our potash to begin 2025, compared to 2024, reducing our per ton cost of goods sold in 2025.

Our potash cost of goods sold during 2025 was also favorably impacted by lower of cost or net realizable value inventory adjustments recorded during the second half of 2024 and the first half of 2025.

Recording lower of cost or net realizable value inventory adjustments reduces our potash carrying costs per ton.

Potash segment freight expenses increased 19% in 2025 compared to 2024, as we sold 20% more tons of potash.

Our freight expense is impacted by the rates charged by carriers, geographic distribution of our products and by the proportion of customers arranging for and paying their own freight costs.

We produced 32% more tons of potash during 2024 compared to 2023, as production increased at all of our facilities, with the largest increase at our HB facility.

The new extraction well placed in-service in June 2024 allowed us to extract high-grade brine from the Eddy Cavern of the HB mine, improving our overall brine grade into our pond system.

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.

weighted average carrying cost per ton decreased in 2024, average potash prices also declined in 2024.

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

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

We recorded $4.0 million in lower of cost or net realizable value inventory adjustments for certain potash products during 2024.

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.

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

Potash Segment - Additional Information

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72,574 69,980

Lower of cost or net realized value inventory adjustments — 3,783

Gross Margin (Deficit) $ 4,438 $ (3,995)

Gross Margin $ 33,386 $ 4,438

Depreciation, Depletion, and Amortization incurred 2

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

Our Trio ® sales increased $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.

Sales volumes increased in 2024 compared to 2023, as we sold more Trio ® tons into row crop markets, particularly driven by the sulfate value of Trio ® .

Similar to potash prices discussed above, Trio ® average net realized sales price per ton decreased in 2024 as potassium fertilizer supplies improved in 2024 compared to 2023.

Our Trio ® segment byproduct sales decreased $5.2 million in 2024 compared to 2023, due to a decrease in Trio ® segment byproduct water sales.

We sold less Trio ® segment byproduct water in 2024 compared to 2023, as we increased the volume of water used for injection at our HB plant and we sold fewer barrels of water from our Caprock water rights.

Trio ® freight costs increased 11% in 2024 compared to 2023, related to an 11% increase in Trio ® tons sold.

Our Trio ® sales increased $39.2 million, or 37%, in 2025 compared to 2024, as we sold 19% more tons combined with an 18% increase in our average net realized sales price per ton.

Sales volumes increased in 2025 compared to 2024, as we entered the year with more Trio ® in inventory due to increased production in the second half of 2024 and we produced 9% more tons of Trio ® during 2025, compared to 2024.

Trio ® average net realized sales price per ton increased 18% in 2025, compared to 2024, due to strong prices of the individual nutrient components of Trio ® , particularly sulfate and potassium.

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

Trio ® freight costs increased 27% in 2025, compared to 2024, mainly related to a 19% increase in Trio ® tons sold.

Our freight expense is impacted by the geographic distribution of our Trio ® sales and by the proportion of customers arranging for and paying their own freight costs.

Generally, our Trio ® freight expense is higher than our potash freight expense because we sell potash to regional customers located closer to our production facilities.

Our Trio ® segment cost of goods sold decreased 6% in 2024 compared to 2023.

Trio ® segment labor costs decreased as we operated fewer shifts in 2024 compared to 2023.

Trio ® segment depreciation expense decreased in 2024 compared to 2023 due to the impairment that was recorded in December 2023 for our Trio ® segment assets.

Trio ® segment natural gas expenses decreased in 2024 compared to 2023, as natural gas prices spiked in early 2023 due to supply constraints in the western U.S.

In addition, we produced 16% more tons of Trio ® in 2024 compared to 2023.

Generally, our Trio ® freight expense is higher than our potash freight expense because our Trio ® customers are generally located further away from our production facilities compared to our potash customers.

Our Trio ® segment cost of goods sold increased 4% in 2025 compared to 2024, as we sold 19% more tons of Trio ® in 2025.

Our per ton production costs per Trio ® ton decreased in 2025, compared to 2024, due to the 9% increase in tons of Trio ® produced in 2025, and increased production rates throughout 2024 also led to a lower weighted average carrying cost per ton of Trio ® at the start of 2025, compared to 2024.

Because a significant portion of our production costs are fixed, an increase in tons produced reduces our production costs per ton.

In 2024, we did not record any lower of cost or net realizable value inventory adjustments.

In 2023, we recorded $3.8 million in lower of cost or net realizable value inventory adjustments.

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

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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.

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.

The carrying value of our Trio ® segment asset group exceeded the fair value of those assets, and we recorded an impairment charge of $31.9 million in 2023.

For any Trio ® segment capital spending in 2024 and for the first nine months of 2025, we also estimated the fair value of those new assets and we recorded an impairment charge of $4.4 million in 2024 and $1.9 million during the nine months ended September 30, 2025.

Because the financial performance of our Trio ® segment has improved significantly during 2025, we performed a recoverability test in the fourth quarter of 2025 and determined our estimated fair value of our Trio ® segment asset group exceeds the carrying value of those assets.

We did not record any impairment changes during the fourth quarter of 2025.

Trio ® Segment - Additional Information

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

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.

Our oilfield solutions segment water sales increased due to the completion of a large frac on Intrepid South during the third quarter of 2024.

Demand for brine water sales remained strong in 2024 due to continued oil and gas activity in the Permian Basin near Intrepid South.

Our other products and services sales decreased in 2024 compared to 2023, due to a decrease in surface use and easement sales.

Surface use and easement sales fluctuate based on the timing of recognizing sales from the various performance obligations contained in the underlying agreements.

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.

Gross margin increased $1.4 million, or 25%, in 2024 compared to 2023, due to the factors described above.

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.

Sales of water on Intrepid South also vary based on the drilling schedules of operators on our land.

In 2024, we supplied water to one large drilling program in the third quarter, which accounted for $5.5 million, or 40% of our water sales for the year.

We did not have an equivalent sale on Intrepid South in 2025.

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

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

Specific Factors Affecting Our Results

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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.

Third parties often protest our applications and the decisions made by the OSE concerning the changes to our water rights permits.

As we have worked to sell more water commercially, we have incurred significant legal expenses associated with defending our water rights as they proceed through adjudication and obtaining water permits and approvals.

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We also reduce deferred tax assets by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

In making such a determination, we consider all available positive and 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.

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.

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.

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.

We have concluded valuation allowances of $198.9 million and $202.2 million were required as of December 31, 2025, and 2024, respectively.

The amount of valuation allowance decreased in 2025, compared to 2024, as a result of utilizing deferred tax assets to offset GAAP income generated during 2025.

Our effective tax rate for the years ended December 31, 2025, 2024, and 2023 was 4.6%, (1,049.8)%, and 19.0%, respectively.

Our effective income tax rates are impacted primarily by changes in the underlying tax rates in jurisdictions in which we are subject to income tax, the need for a valuation allowance or release, and permanent differences between book and tax income for the period, including the benefit associated with the estimated effect of the percentage depletion deduction and the expense for the estimated effect of the disallowed deduction for officers' compensation.

The effective tax rate for the year ended December 31, 2024, differs from the U.S.

federal statutory rate primarily due to the change in the valuation allowance.

The effective tax rate for the year ended December 31, 2023, differs from the U.S.

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.

During the year ended December 31, 2024, we recognized $146.5 million of deferred federal tax expense, $47.8 million of deferred state tax expense, and $0.1 million of current state income tax expense.

During the year ended December 31, 2023, we recognized $8.5 million of deferred federal tax benefit, $0.1 million of deferred state tax expense and $0.1 million of current state income tax expense.

For the year ended December 31, 2022, we recognized $19.4 million of deferred federal tax expense, $3.9 million of deferred state tax expense and $1.0 million of current state income tax expense.

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.

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These adjustments can increase or decrease the net deferred tax asset on the balance sheet and impact the corresponding deferred tax benefit or deferred tax expense on the income statement.

A valuation allowance is recognized for deferred tax assets if it is more likely than not that a portion or all of the net deferred tax assets will not be realized.

In making such a determination, all available positive and negative evidence is considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.

As of December 31, 2025, we were in a cumulative three-year loss position.

The cumulative three-year loss position is significant negative evidence when evaluating the realizability of our deferred tax assets, and we have concluded it is more likely than not the deferred tax assets will not be realized.

Thus, we continue to have a full valuation allowance as of December 31, 2025.

However, if positive evidence trends, such as sustained profitability, were to continue then this conclusion could change.

If we were to determine that we would be able to realize our deferred tax assets for which a valuation allowance has been recorded, then an adjustment would be made to the deferred tax valuation allowance which would result in a reduction to the provision for income taxes or the recording of an income tax benefit.

Liquidity and Capital Resources

Our operations have primarily been funded from cash on hand, cash generated by operations, and proceeds from financing activities, primarily debt offerings.

During 2024, we generated $72.5 million in cash flows from operating activities, which included a $45 million cash payment received in January 2024 under the Third Amendment to the Cooperative Development Agreement with XTO, and we ended the year with $41.3 million of cash and cash equivalents, compared with $4.1 million at December 31, 2023.

During 2025, we generated $55.8 million in cash flows from operating activities, and we ended the year with $83.5 million of cash and cash equivalents, compared with $41.3 million at December 31, 2024.

In December 2025, we received an $8.0 million cash deposit related to the potential sale of the majority of the assets of Intrepid South.

As consideration for this deposit, we entered into an exclusivity agreement with the potential buyer.

This deposit would be credited against the purchase price of the Intrepid South assets if a transaction is consummated.

In the event we are unable to reach a definitive agreement or the buyer is unable to close in a timely manner, we may retain the deposit after the exclusivity period expires.

There is no guarantee we will be successful in negotiating definitive agreements or that the transaction will be completed.

If we are successful in negotiating definitive agreements, we expect this transaction would close in the first half of 2026.

This potential transaction remains subject to approval by our Board of Directors.

As of December 31, 2025, we had $150.0 million available to borrow under our credit facility, no outstanding borrowings, and no outstanding lette rs of credit.

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Cash flows used in investing activities $ (13,266) $ (29,531)

Cash flows (used in) provided by financing activities $ (5,717) $ 1,892

Cash flows used in financing activities $ (276) $ (5,717)

Our revolving credit agreement contains restrictions on our ability to declare and pay dividends.

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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.

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.

Total cash provided by operating activities for the year ended December 31, 2025, was $55.8 million, a decrease of $16.7 million compared with the year ended December 31, 2024.

The decrease was mainly driven by a $45 million cash payment received in January 2024 under the Third Amendment to the Cooperative Development Agreement with XTO, offset by increased potash and Trio ® sales during 2025.

Investing Activities

Total cash used in investing activities decreased $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.

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.

Total cash used in investing activities decreased $16.3 million in 2025, compared to 2024, primarily a result of an $8.5 million decrease in additions to property, plant, equipment, and mineral properties compared to the prior year and the $8.0 million cash deposit received in December 2025 related to the potential sale of the majority of the assets of Intrepid South.

Proceeds from the sale of property, plant, and equipment increased $1.0 million primarily due to proceeds received from the sale of land parcels during 2025.

Proceeds from the redemption/maturity of investments decreased $2.0 million in 2025, compared to 2024.

In 2023, we invested $1.4 million of cash in investment grade, short-term debt instruments.

Financing Activities

Total cash used in financing activities increased $7.6 million in 2024, as compared to 2023.

Payments on borrowings on the credit facility (net of borrowings) increased $8.0 million compared to the prior year.

Total cash used in financing activities decreased $5.4 million in 2025, as compared to 2024.

Payments on borrowings on the credit facility (net of borrowings) decreased $4.0 million compared to the prior year.

Cash proceeds from the exercise of stock options increased $1.8 million compared to the prior year.

Employee tax withholding paid for restricted shares upon vesting increased $0.3 million in 2025 compared to the prior year.

Payments on financing lease obligations increased $0.1 million in 2025 compared to the prior year.

Employee tax withholding paid for restricted shares upon vesting decreased $0.7 million in 2024 compared to the prior year.

Share Repurchase Program

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The agreement amended our existing revolving credit facility to, among other things, increase the amount available under the facility from $75 million to $150 million, extend the maturity date to August 4, 2027, and transition from LIBOR (London Interbank Offered Rate) to SOFR (Secured Overnight Financing Rate) as a reference rate for borrowings under the credit agreement.

Borrowings under the amended credit facility bear interest at SOFR plus an applicable margin of 1.50% to 2.25% per annum, based on our leverage ratio as calculated in accordance with the amended agreement governing the revolving credit

Borrowings under the revolving credit facility are secured by substantially all of our current and non-current assets, and the obligations under the credit facility are unconditionally guaranteed by several of our subsidiaries.

We occasionally borrow and repay amounts under the facility for near-term working capital needs or other purposes and may do so in the future.

For the year ended December 31, 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.

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

As of December 31, 2025, we had no borrowings outstanding and no outstanding letters of credit under the facility.

As of December 31, 2023, we had $4.0 million in borrowings outstanding and no outstanding letters of credit under the facility.

As of December 31, 2024, we had no borrowings outstanding and no outstanding letters of credit under the facility.

We had $150.0 million available under the facility as of December 31, 2025.

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During 2025, we paid cash of $30.2 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.

We expect to make capital investments in 2026 of $40 to $50 million with the majority of this spending being sustaining capital projects.

We anticipate our 2026 operating plans and capital programs will be funded out of operating cash flows and existing cash.

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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.

In 2025, we recorded impairment charges for long-lived assets in our Trio ® segment.

The impairment charge equals the difference between the carrying value of the assets or asset group and the estimated fair value of the assets or asset group.

We estimated the fair value of the assets using estimated proceeds received in an orderly sale of these assets.

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.

For the nine months ended September 30, 2025, we estimated the fair value of the assets using estimated proceeds received in an orderly sale of these assets.

During the fourth quarter of 2025 due to the improved financial performance or our Trio ® segment, we prepared an undiscounted cash flows recovery test.

The results from the undiscounted cash flows recovery test now exceeds the fair value of the Trio ® segment assets.

Accordingly, we did not record any impairment charges in the fourth quarter of 2025.

Undiscounted cash flow models and estimated proceeds received in an orderly sale of an asset have a high degree of subjectivity and actual cash flows or proceeds received in an orderly sale of assets may vary from the estimates used, which may result in further impairment charges.

Reserves and Resources

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Market price fluctuations of potash or Trio ® , as well as increased production costs or reduced recovery rates, could render resources and reserves containing relatively lower grades of mineralization uneconomic to exploit and might result in a reduction of resources and reserves.

We updated our mineral reserves and resources as of December 31, 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.

We updated our mineral reserves and resources as of December 31, 2025, for our HB, East, and Wendover facilities, and we updated our mineral reserves and resources as of December 31, 2023, for all our other facilities.

Due to improved financial performance and outlook for our East facility, our mineral reserves and resources estimate as of December 31, 2025, include reserves for mineral deposits at our East facility.

In the mineral reserve and resource report as of December 31, 2024, we determined we did not have any mineral reserves at our East facility because the mineral deposit could not be economically extracted.

All mineral deposits at our East facility are categorized as a mineral resource.

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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 7. Management’s Discussion and Analysis