What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-05 compared with 2025-03-04 · 240 added, 176 removed, 915 unchanged (31% of the section changed)

32 unchanged sentences

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

8 unchanged sentences

Specifically, the Company’s assumptions of projected future taxable income were based primarily on prices for products subject to market volatility and forecasted sales volumes.

Changes in these assumptions could have a significant impact on the realization of the Company’s deferred tax assets and the amount of the valuation allowance.

Changes in these assumptions could impact the realization of the Company’s deferred tax assets and the amount of the valuation allowance.

The following are the primary procedures we performed to address this critical audit matter.

1 unchanged sentence

This included controls related to the development of assumptions in determining the projected future taxable income, including the development of prices for products and forecasted sales volumes.

We assessed the data used in the pricing assumptions used by the Company by comparing them to publicly available pricing data and existing contractual arrangements.

We compared the forecasted sales volumes to historical sales volumes, and we compared the Company’s historical forecasted sales volumes to actual sales volumes to assess the Company’s ability to accurately forecast.

We reviewed the reasonableness of management’s projections of future profitability, including the prices and forecasted sales volumes, considering the historical profitability of the company.

We have served as the Company's auditor since 2007.

17 unchanged sentences

Other assets, net 11,405 9,889

Non-current deferred tax asset, net — 194,223

Total Assets $ 632,179 $ 594,520

5 unchanged sentences

Total current liabilities 53,655 38,003

Advances on credit facility — 4,000

Asset retirement obligation 38,841 32,354

10 unchanged sentences

Additional paid-in capital 674,297 668,445

(Accumulated deficit) retained earnings ( 172,055 ) 40,790

Accumulated deficit ( 160,870 ) ( 172,055 )

Less treasury stock, at cost ( 22,012 ) ( 22,012 )

16 unchanged sentences

Impairment of long-lived assets 1,866 10,708 43,288

Loss on sale or disposal of assets 1,952 807 7,470

(Gain) loss on sale or disposal of assets ( 1,175 ) 1,952 807

Other operating income ( 4,811 ) ( 5,215 ) ( 1,329 )

Other operating expense 8,963 6,040 3,486

Operating (Loss) Income ( 19,858 ) ( 43,969 ) 95,440

Operating Income (Loss) 10,665 ( 19,858 ) ( 43,969 )

Other Income (Expense)

Equity in (loss) earnings of unconsolidated entities ( 299 ) ( 486 ) 689

Equity in loss of unconsolidated entities ( 374 ) ( 299 ) ( 486 )

Interest expense, net ( 232 ) ( 112 ) —

Interest income 2,432 1,712 298

Other income 45 95 305

(Loss) Income Before Income Taxes ( 18,512 ) ( 44,062 ) 96,509

Other (expense) income ( 762 ) 45 95

Income (Loss) Before Income Taxes 11,729 ( 18,512 ) ( 44,062 )

Income Tax (Expense) Benefit ( 544 ) ( 194,333 ) 8,389

Net (Loss) Income $ ( 212,845 ) $ ( 35,673 ) $ 72,220

Net Income (Loss) $ 11,185 $ ( 212,845 ) $ ( 35,673 )

Weighted Average Shares Outstanding:

1 unchanged sentence

Diluted 13,174,001 12,880,026 12,760,937

(Loss) Income Per Share:

Earnings (Loss) Per Share:

Basic $ 0.86 $ ( 16.53 ) $ ( 2.80 )

7 unchanged sentences

Balance, December 31, 2022 12,687,822 $ 13 $ ( 22,012 ) $ 660,614 $ 76,463 $ 715,078

Net income — — — — 72,220 72,220

Net loss — — — — ( 35,673 ) ( 35,673 )

Stock-based compensation — — — 6,534 — 6,534

Purchase of treasury stock ( 608,657 ) — ( 22,012 ) — — ( 22,012 )

Vesting of restricted shares, net of common stock

1 unchanged sentence

due upon vesting 119,494 — — ( 1,511 ) — ( 1,511 )

Exercise of stock options 10,718 — — 110 — 110

Balance, December 31, 2023 12,807,316 13 ( 22,012 ) 665,637 40,790 684,428

5 unchanged sentences

Balance, December 31, 2024 12,908,078 14 ( 22,012 ) 668,445 ( 172,055 ) 474,392

Net loss — — — — ( 212,845 ) ( 212,845 )

Net income — — — — 11,185 11,185

Stock-based compensation — — — 5,085 — 5,085

2 unchanged sentences

due upon vesting 107,592 — — ( 1,075 ) — ( 1,075 )

Exercise of stock options 115,993 — — 1,842 — 1,842

Balance, December 31, 2025 13,131,663 $ 14 $ ( 22,012 ) $ 674,297 $ ( 160,870 ) $ 491,429

6 unchanged sentences

Cash Flows from Operating Activities:

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Net (loss) income $ ( 212,845 ) $ ( 35,673 ) $ 72,220

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net income (loss) $ 11,185 $ ( 212,845 ) $ ( 35,673 )

Depreciation, depletion, and amortization 40,241 37,361 39,078

6 unchanged sentences

Impairment of long-lived assets 1,866 10,708 43,288

Loss on disposal of assets 1,952 807 7,470

Unrealized loss on equity investment 266 — —

(Gain) loss on sale or disposal of assets ( 1,175 ) 1,952 807

Loss on equity investment 888 266 —

Equity in earnings of unconsolidated entities 374 299 486

15 unchanged sentences

Additions to property, plant, equipment, mineral properties and other assets ( 30,239 ) ( 38,706 ) ( 65,060 )

Deposit received 8,000 — —

Additions to intangible assets — ( 200 ) —

8 unchanged sentences

Payments of financing leases ( 1,043 ) ( 942 ) ( 597 )

Capitalized debt costs — — ( 1,007 )

Employee tax withholding paid for restricted shares upon vesting ( 1,075 ) ( 775 ) ( 1,511 )

Repurchases of common stock — — ( 22,012 )

Proceeds from exercise of stock options 1,842 — —

77 unchanged sentences

Parts inventory, including critical spares not expected to be used within a period of one year, is classified as non-current.

Parts and supply inventory cost is determined using the lower of average acquisition cost or estimated replacement cost.

Parts and supply inventory cost is determined using the lower of average acquisition cost or net realizable value.

Detailed reviews are performed related to the net realizable value of parts inventory, giving consideration to quality, slow-moving items, obsolescence, excessive levels, and other factors.

12 unchanged sentences

These costs are expensed as incurred.

Depletion of mineral properties is calculated using the units-of-production method over the estimated life of the relevant ore body.

Depletion of mineral properties is calculated using the units-of-production method over the estimated product tons in the relevant ore body.

The lives of reserves used for accounting purposes are shorter than current reserve life determinations due to uncertainties inherent in long-term estimates.

62 unchanged sentences

Earnings per Share — Basic net income or loss per common share of stock is calculated by dividing net income or loss available to common stockholders by the weighted average basic common shares outstanding for the respective period.

Diluted net income per common share of stock is calculated by dividing net income by the weighted average diluted common shares outstanding, which includes the effect of potentially dilutive securities.

Diluted net income per common share of stock is calculated by dividing net income or loss available to common stockholders by the weighted average diluted common shares outstanding, which includes the effect of potentially dilutive securities.

Potentially dilutive securities for the diluted earnings or loss per share calculation consist of awards of restricted shares, performance units, and non‑qualified stock options.

9 unchanged sentences

We recognize expense associated with awards that contain both a service condition and a market condition using the accelerated recognition method over the requisite service period of the award, which is generally the longer of the explicit service period or the derived service period (expected date the market condition is estimated to be achieved).

Recently Adopted Accounting Standards — In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures" ("ASU 2023-07").

This new guidance:

(i) introduces a requirement to disclose significant segment expenses regularly provided to the chief operating decision maker ("CODM"), (ii) extends certain annual disclosures to interim periods, (iii) clarifies disclosure requirements for single reportable segment entities, (iv) permits more than one measure of segment profit or loss to be reported under certain conditions, and (v) requires disclosure of the title and position of the CODM.

The adoption of this standard did not have an impact on our results of operations, cash flows and financial condition, but resulted in additional disclosures for our reportable segments.

Recently Adopted Accounting Standards — In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Improvements to Income Tax Disclosures , which requires that an entity, on an annual basis, disclose additional income tax information, including more detailed breakdowns of the effective tax rate to the statutory rate and income taxes paid.

The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures.

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively and is effective for calendar year-end public business entities in the 2025 annual period and in 2026 for interim periods with early adoption permitted.

We adopted the standard in our fiscal year 2025 annual financial statements prospectively.

For additional information, refer to Note 14 Income Taxes, in our Consolidated Financial Statements.

Pronouncements Issued But Not Yet Adopted — In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)" ("ASU 2024-03").

2 unchanged sentences

We are currently evaluating the guidance and expect it to only impact disclosures with no impact to results of operations, cash flows and financial condition.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures" ("ASU 2023-09").

ASU 2023-09 requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold, certain disclosures of state versus federal income tax expenses and taxes paid.

ASC 2023-09 is effective for fiscal years beginning after December 15, 2024.

We are currently evaluating the guidance and expect it to only impact disclosures with no impact to results of operations, cash flows and financial condition.

Reclassifications of Prior Period Presentation — Certain prior period amounts have been reclassified in order to conform to the current period presentation.

These reclassifications had no effect on the reported results of operations.

In July 2025, the FASB issued ASU 2025-05, "Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets" ("ASU 2025-05").

ASU 2025 amends the guidance in ASC 326 to simplify the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606.

The amendments allow all entities to elect a practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets.

Entities are required to disclose their practical expedient and accounting policy elections.

The amendments are effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years.

We are currently evaluating the guidance but do not expect adoption of ASU 2025-05 will have a material impact on our consolidated financial statements.

Note 3 — EARNINGS PER SHARE

3 unchanged sentences

Potentially dilutive shares are excluded from the diluted weighted-average shares outstanding computation in periods in which they have an anti-dilutive effect.

The following table shows the calculation of basic and diluted (loss) earnings per share (in thousands, except per share amounts):

The following table shows the calculation of basic and diluted earnings (loss) per share (in thousands, except per share amounts):

Year Ended December 31,

2025 2024 2023

Net (loss) income $ ( 212,845 ) $ ( 35,673 ) $ 72,220

Net income (loss) $ 11,185 $ ( 212,845 ) $ ( 35,673 )

Basic weighted average common shares outstanding 13,014 12,880 12,761

1 unchanged sentence

Dilutive effect of stock options outstanding 38 — —

Dilutive effect of performance units 2 — —

Diluted weighted average common shares outstanding 13,174 12,880 12,761

(Loss) earnings per share:

Earnings (loss) per share:

Basic $ 0.86 $ ( 16.53 ) $ ( 2.80 )

15 unchanged sentences

Restricted cash included in "Other current assets" on the Consolidated Balance Sheets at December 31, 2025, 2024, and 2023 represents cash deposits with supply vendors.

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.

The $ 8.0 million deposit received is included in "Cash and cash equivalents" and in "Other current liabilities" on the Consolidated Balance Sheet at December 31, 2025.

Note 5 — INVENTORY AND LONG-TERM PARTS INVENTORY

9 unchanged sentences

During the year ended December 31, 2024, we recorded $ 4.0 million in charges for lower of weighted average cost or estimated net realizable value on our finished goods product inventory.

During the year ended December 31, 2022, we recorded no charges for lower of weighted average cost or estimated net realizable value on our finished goods product inventory.

During the year ended December 31, 2023, we recorded $ 6.5 million in charges for lower of weighted average cost or estimated net realizable value on our finished goods product inventory.

Parts inventories are shown net of any required allowances.

22 unchanged sentences

Total incurred $ 40,241 $ 37,361 $ 39,078

During the years ended December 31, 2024, and 2023, we recorded total impairment charges of $ 10.7 million and $ 43.3 million, respectively, as discussed in more detail below.

During the year ended December 31, 2022, we recorded no impairment charges.

During the years ended December 31, 2025, 2024, and 2023, we recorded total impairment charges of $ 1.9 million, $ 10.7 million, and $ 43.3 million in impairment charges, respectively, as discussed in more detail below.

In the fourth quarter of 2023, given the decrease in our gross margin for our Trio ® segment we determined that sufficient indicators of potential impairment of our Trio ® segment long-lived assets existed.

3 unchanged sentences

The carrying value of our Trio ® segment asset group exceeded its fair value, and we recorded an impairment charge of $ 31.9 million during the fourth quarter of 2023.

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.

For any Trio ® segment capital spending during 2025 and 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 $ 1.9 million and $ 4.4 million, respectively.

Our long-lived assets at our West facility have been in care and maintenance since July 2016.

3 unchanged sentences

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 based on an expected selling price of the assets.

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.

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.

During 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.

2 unchanged sentences

We have operating leases for mining equipment, trucks, rail cars, and office space.

Our operating leases have remaining leases terms ranging from less than one year to seven years.

Our finance leases have remaining terms ranging from two years to five years.

Our operating leases have remaining lease terms ranging from less than one year to six years.

Our finance leases have remaining terms ranging from less than one year to seven years.

Leases recorded on the balance sheet consist of the following (amounts in thousands):

72 unchanged sentences

XTO is also required to pay additional amounts to Intrepid as an "Access Realization Fee," up to a maximum of $ 100.0 million, (the "Access Realization Fee") in the event of certain additional drilling activities by XTO.

Because the cooperative development support we are providing under the CDA is not an output of our ordinary business activities, ASC Topic 606, Revenue from Contracts with Customers ("ASC 606") does not apply to the CDA.

Because the cooperative development support we are providing under the CDA is not an output of our ordinary business activities, ASC 606 does not apply to the CDA.

However, we apply the principles in ASC 606 by analogy to determine amounts of other income to recognize.

7 unchanged sentences

Since our performance obligation is a "stand-ready" obligation, we are recognizing the transaction price on a straight-line basis over the term of the Amendment which ends on February 28, 2046.

For the year ended December 31, 2024, we recorded other operating income of $ 4.5 million from the Amendment.

Because we have not yet been paid the Access Fee included in the transaction price, we recorded a long-term receivable for the amount of the Access Fee that we earned during the year ended December 31, 2024 of $ 2.3 million, which is included in "Other Assets" on the Consolidated Balance Sheets.

For the amount of the Initial Fee we earned during the year ended December 31, 2024, we reduced the "Deferred other income, long-term" liability recorded on our Consolidated Balance Sheets.

For the year ended December 31, 2025, and 2024, we recorded other operating income of $ 4.5 million and $ 4.5 million from the Amendment, respectively.

Because we have not yet been paid the Access Fee included in the transaction price, we recorded a long-term receivable as of December 31, 2025 and 2024 of $ 4.5 million and $ 2.3 million, respectively, for the amount of the Access Fee that we earned during the years ended December 31, 2025, and 2024, which is included in "Other Assets" on the Consolidated Balance Sheets.

For the amount of the Initial Fee we earned during the year ended December 31, 2025, and 2024, we reduced the "Deferred other income, long-term" liability recorded on our Consolidated Balance Sheets.

As of December 31, 2025, we had $ 2.3 million recorded in "Other current liabilities," and $ 43.2 million recorded in "Deferred other income, long-term" on the Consolidated Balance Sheets for the unearned portion of the Initial Fee.

As of December 31, 2024, we had $ 2.3 million recorded in "Other current liabilities," and $ 45.5 million recorded in "Deferred other income, long-term" on the Consolidated Balance Sheets for the unearned portion of the Initial Fee.

As of December 31, 2023, we had $ 5.0 million recorded in "Other current liabilities," and zero recorded in "Deferred other income, long-term" on the Consolidated Balance Sheets.

5 unchanged sentences

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 made $ 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 made 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 facility.

For the year ended December 31, 2023, we made $ 9.0 million in borrowings and made $ 5.0 million repayments under the facility.

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

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

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, 2022, we had no borrowings outstanding and $ 1.0 million in an outstanding letter of credit under the facility.

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

34 unchanged sentences

Customer advances received before we have satisfied our performance obligations are accounted for as a contract liability (sometimes referred to in practice as deferred revenue).

As of December 31, 2021, our contract liability balance primarily consisted of prepayments from a customer for future water deliveries under the terms of a water sales agreement.

In August 2022, our customer notified us that they were terminating the water sales agreement and in September 2022 we refunded the customer's prepayment balance of $ 32.6 million.

Our contract liability activity for the years ended December 31, 2025, 2024, and 2023 is shown below (in thousands):

3 unchanged sentences

Additions 1,345 1,701 1,030

Refund of prepayments — — ( 32,579 )

Recognized as revenue during period from the beginning balance ( 1,292 ) ( 1,573 ) ( 1,101 )

40 unchanged sentences

We met certain performance metrics related to our 2023 cash bonus program and paid a cash bonus in March 2024.

Equity Incentive Compensation Plan —Our Board of Directors and stockholders adopted a long-term incentive compensation plan called the Intrepid Potash, Inc.

Equity Incentive Compensation Plan —Our Board of Directors ("Board') and stockholders adopted a long-term incentive compensation plan called the Intrepid Potash, Inc.

Amended and Restated Equity Incentive Plan (the "Plan").

We have issued restricted shares, common stock, restricted stock units, and non-qualified stock option awards under the Plan.

The Plan was most recently amended and restated in May 2022.

We have issued common stock, restricted shares, restricted stock units, and non-qualified stock option awards under the Plan.

Restricted stock units ("RSUs") represent the contingent right to receive one share of our common stock upon satisfaction of applicable vesting conditions.

RSUs do not have any of the rights available to holders of common stock until vesting and settlement of RSUs in shares of common stock.

Restricted share awards ("RSAs") contain service-based conditions and in some instances contain both service-based and market-based conditions.

Certain RSU awards contain service-based and operational performance conditions (referred to as "operational performance-based RSUs") and certain RSU awards contain service-based and market-based conditions (referred to as "market-based RSUs").

We record stock-based compensation expense associated with the issuance of RSAs, non-qualified stock options, operational performance-based RSUs, and market-based RSUs by recognizing expense over the service period associated with each grant, based on the fair value of the grant on the grant date.

For service-based awards, grant date fair value is based on the closing share price of our common stock on the grant date and expense is recognized on a straight-line basis over the required service period of the award, which is generally the vesting period of the award.

For operational performance-based awards grant date fair value is based on the closing share price of our common stock on the grant date and the probable number of shares expected to vest and expense is recognized using the accelerated recognition method over the required service period, which is generally the vesting period of the award.

The probable number of shares expected to vest is updated each reporting period and we record a cumulative catch-up adjustment to expense for changes to the probability assessment.

For RSA and RSU awards that contain both service-based and market-based conditions, grant date fair value is estimated using a Monte Carlo simulation valuation model and expense is recognized using the accelerated recognition method over the required service period, which is the longer of the explicit service period or the derived service period.

The derived service period is generally the expected date the market condition is estimated to be achieved.

As of December 31, 2025, 287,345 restricted shares, 195,586 restricted stock units, and options to purchase 1,395 shares of common stock were outstanding.

As of December 31, 2024, approximately 0.8 million shares of common stock remained available for issuance under the Plan.

Total compensation expense related to the Plan was $ 5.1 million, $ 3.6 million, and $ 6.5 million, for the years ended December 31, 2025, 2024, and 2023, respectively.

1 unchanged sentence

When restricted shares and performance units vest and when stock options are exercised, new shares are issued and considered outstanding for financial statement purposes.

As of December 31, 2025, approximately 0.8 million shares of common stock remained available for issuance under the Plan.

Restricted Shares

• Restricted Shares with Service Conditions —Under the Plan, the Compensation Committee of the Board of Directors (the "Compensation Committee") has granted restricted shares of common stock to members of the Board of Directors, executive officers, and other key employees.

The restricted shares contain service conditions associated with continued employment or service.

The restricted shares provide voting and regular dividend rights to the holders of the awards.

In 2024, the Compensation Committee granted an aggregate of 196,809 restricted shares to executives and key employees under the Plan as part of either our annual equity award program, to new employees or to employees that assumed additional responsibilities during the year.

The awards vest over three years , subject to continued service.

In May 2024, the Compensation Committee granted an aggregate of 20,739 shares of restricted shares to non-employee members of the Board of Directors.

The restricted shares vest one year after the date of the grant, subject to continued service.

In September 2024, the Compensation Committee granted special one-time grants of an aggregate of 6,282 shares of restricted stock to non-employee directors as additional compensation, which will vest on the earlier of the date a member of the Board resigns, May 25, 2025, or the day before the 2025 Annual Meeting of Stockholders.

In 2023, the Compensation Committee granted 130,975 restricted shares to executives and key employees under the Plan as part of our annual equity award program.

The awards vest over three years , subject to continued employment or service.

The Compensation Committee granted an aggregate 22,226 restricted shares to non-employee members of the Board of Directors in 2023.

The restricted shares vest one year after the date of grant, subject to continued service.

In 2022, the Compensation Committee granted in aggregate 53,202 restricted shares to executives and key employees under the Plan as part of our annual equity award program.

The awards vest over three years , subject to continued service.

The Compensation Committee also granted an aggregate 6,635 restricted shares to non-employee members of the Board of Directors in 2022.

The restricted shares vest one year after the date of grant, subject to continued service.

We use the closing price of our common stock on the grant date as the grant date fair value for these awards.

We record compensation expense monthly using the straight-line recognition method over the vesting period of the award.

The weighted-average grant date fair value per share for restricted shares with service conditions issued in 2024, 2023, and 2022 was $ 22.46 , $ 25.11 , and $ 66.07 , respectively.

• Restricted Shares with Service and Market Conditions — Under the Plan in March 2024, the Compensation Committee granted restricted shares of common stock with service and market conditions to certain members of our executive team as part of their annual compensation package.

The grants vest over three years from the grant date if the average share closing price for 20 consecutive days has met one of the

applicable price achievement targets;

During 2025, the Compensation Committee of the Board (the "Compensation Committee") granted restricted shares of common stock to non-employee members of the Board of Directors ("Board"), executive officers, and other key employees.

All restricted shares granted by the Compensation Committee during 2025 contain only service-vesting requirements.

In January 2025, the Board increased the size of the Board from seven members to eight members and the Board appointed an additional independent director to fill the vacancy created by the expansion of the Board.

In connection with appointing an additional independent director, the Compensation Committee granted the new independent director 1,040 restricted shares that vested on May 16, 2025.

In May 2025, the Compensation Committee granted an aggregate of 16,016 restricted shares to non-employee members as part of their annual compensation and these restricted shares vest one year after the date of the grant, subject to continued service.

In March 2025, the Compensation Committee granted an aggregate of 118,773 restricted shares to executives and key employees as part of our annual equity award program.

The restricted shares vest over three years from the grant date subject to continued employment or service.

During 2024, the Compensation Committee granted restricted shares of common stock to non-employee directors, executive officers and other key employees.

The Compensation Committee granted an aggregate of 20,739 shares of restricted shares to non-employee directors as part of their annual compensation, which vest in one year after the grant date.

In September 2024, the Compensation Committee granted special one-time grants of an aggregate of 6,282 restricted shares to non-employee directors which vested on May 25, 2025.

The special one-time grants were awarded because of additional Board meetings held during 2024, as a result of the medical leave of absence taken by our former Chief Executive Officer during 2024.

During 2024, the Compensation Committee granted an aggregate of 196,809 restricted shares to employees as part of either our annual equity award program to new employees or to employees who assumed additional responsibilities during the year.

These awards contain only service-vesting requirements and vest over three years from the grant date subject to continued employment or service.

During 2024, the Compensation Committee granted an aggregate of 32,299 restricted shares to certain members of executive management that contain both service- and market-conditions.

The grants vest over three years from the grant date if the average share closing price for 20 consecutive days has met one of the applicable price achievement targets;

provided, however, that no vesting would occur if the average closing share price for 20 consecutive days has not met one or more applicable price achievement goals on or before March 17, 2027.

All share price achievement goals for these awards have been met as of December 31, 2024, and the shares will vest on the grant date anniversary in 2025, 2026, and 2027.

Under the Plan in March 2023, the Compensation Committee granted restricted shares of common stock with service and market conditions to certain members of our executive team as part of their annual compensation package.

All share price achievement goals for these awards were met during 2025, and the first tranche of restricted shares vested during 2025, and the remaining unvested restricted shares will vest on the grant date anniversary in 2026, and 2027, subject to continued employment.

During 2023, the Compensation Committee granted restricted shares of common stock to non-employee directors, executive offices and other key employees.

The Compensation Committee granted an aggregate of 22,226 shares of restricted shares to non-employee directors as part of their annual compensation, which vested one year after the grant date.

During 2023, the Compensation Committee granted an aggregate of 130,975 restricted shares of common stock to employees as part of our annual equity award program.

The awards contain only service-vesting requirements and vest over three years from the grant date subject to continued employment.

During 2023, the Compensation Committee granted an aggregate of 22,220 restricted shares of common stock with both service- and market-conditions to certain members of our executive team as part of their annual compensation package.

The grants vest over three years from the grant date if the average share closing price for 20 consecutive days has met one of the applicable price achievement targets;

provided, however, that no vesting would occur if the average closing share price for 20 consecutive days has not met one or more applicable price achievement goals on or before March 17, 2026.

The share price achievement goals for these awards have not been met as of December 31, 2024.

Under the Plan in March 2023, the Compensation Committee also granted restricted shares of common stock with service and market conditions to our former chief executive officer as part of his annual compensation package.

On September 30, 2024, our chief executive officer resigned from all positions with the Company and its subsidiaries and affiliates, and all unvested shares of restricted stock of common stock granted under this award were forfeited.

Under the Plan in March 2022, the Compensation Committee granted restricted shares of common stock with service and market conditions to certain members of our executive team as part of their annual compensation package.

The grants vest over three years from the quarter ended in which the volume-weighted average share closing price for 20 consecutive days has met one of the applicable price achievement targets;

provided, however, that no vesting would occur if the volume-weighted average closing price for 20 consecutive days has not met one or more applicable price achievement goals on or before March 17, 2025.

The share price achievement goals of these awards were met in 2022, and 1,737 shares vested in 2024.

Under the Plan in March 2022, the Compensation Committee granted restricted shares of common stock with service and market conditions to our former chief executive officer as part of his annual compensation package.

This grant vested over two years from the quarter ended in which the volume-weighted average share closing price for 20 consecutive trading days has met one of the applicable price achievement targets;

provided, however, that no vesting would occur if the volume-weighted average closing price for 20 consecutive trading days has not met one or more applicable price achievement goals on or before March 17, 2026.

The share price achievement goals of these awards were met in 2022, and 14,513 shares vested in June 2024.

We used a Monte Carlo simulation valuation model to estimate the fair value of these awards on the grant date.

We record compensation expense monthly using the accelerated recognition method over the longer of the explicit or derived service period of the award.

The share price achievement goals for these awards were met during 2025 and the first two tranches vested during 2025 and the third tranche will vest in 2026, subject to continued employment.

During 2023, the Compensation Committee granted 71,922 restricted shares of common stock with service and market conditions to our former chief executive officer as part of his annual compensation package.

On September 30, 2024, our former chief executive officer resigned from all positions with the Company and its subsidiaries and affiliates.

None of the market-condition price achieve targets were met as of September 30, 2024, and all unvested restricted shares were cancelled.

The table below shows the restricted share activity and the restricted shares outstanding for the years ended December 31, 2025, 2024 and 2023.

Restricted Shares Weighted Average Grant Date Fair Value

Outstanding December 31, 2022 300,268 $ 40.25

Granted 247,343 $ 25.05

Vested ( 177,771 ) $ 24.98

Forfeited ( 28,916 ) $ 42.63

Outstanding December 31, 2023 340,924 $ 36.98

Granted 256,129 $ 21.88

Vested ( 138,668 ) $ 29.22

Forfeited ( 139,350 ) $ 30.10

Outstanding December 31, 2024 319,035 $ 31.23

Granted 135,829 $ 30.10

Vested ( 142,160 ) $ 25.52

Forfeited ( 25,359 ) $ 23.81

Outstanding December 31, 2025 287,345 $ 27.01

We used a Monte Carlo simulation valuation model to estimate the fair value of restricted stock awards that contain a market condition.

The weighted-average grant date fair value per share of restricted shares with service and market conditions issued in 2024, and 2023 was $ 17.80 , and $ 24.96 , respectively.

No restricted stock awards containing market conditions were granted during 2025.

Valuation models require the input of highly subjective assumptions, including the expected volatility of the price of the underlying stock.

We used the following assumptions to compute the weighted-average grant date fair market value of restricted stock with service and market conditions granted in 2024, and 2023:

2024 2023 2022

Closing stock price on grant date $ 19.37 $ 26.05

2 unchanged sentences

Estimated volatility 67.6 % 82.9 %

Expected life 3.0 years 3.8 years 6.0 years

A summary of all activity relating to our restricted shares for the year ended December 31, 2024, is presented below:

Weighted Average

Restricted shares of common stock, beginning of period 340,924 $ 36.98

Granted with service only condition 223,830 $ 22.46

Granted with service and market conditions 32,299 $ 17.80

Vested, service only condition ( 97,377 ) $ 20.82

Vested, service and market conditions ( 41,291 ) $ 49.04

Forfeited, service only condition ( 53,875 ) $ 32.29

Forfeited, service and market conditions ( 85,475 ) $ 28.72

Restricted shares of common stock, end of period 319,035 $ 31.23

Restricted Stock Units with Service and Market Conditions

In November 2024, the Board of Directors (the "Board") appointed a new chief executive officer and in connection with that appointment, in December 2024, the new chief executive officer was granted two restricted stock unit (“RSU”) awards.

Expected life 3.0 years 3.8 years

Restricted Stock Units

During 2025, the Compensation Committee granted restricted stock performance unit ("PSU") awards to executive officers and certain key employees that are eligible to vest based on potash production cost per ton for the 2027 calendar year.

An aggregate of 22,577 target number of PSUs were granted and based upon potash production cost per ton for the 2027 calendar year, between 0 % and 200 % of the target number of PSUs may be earned.

During 2025, the Compensation Committee granted restricted stock unit ("RSU") awards to executive officers and certain key employees that contain an absolute total stockholder return ("TSR") market condition (referred to as the "aTSR" awards).

Under the terms of the aTSR award, up to 26,858 RSUs can be earned based on the achievement of certain TSR hurdles on or prior to March 17, 2029.

Once a TSR hurdle is achieved, one-half of the total RSUs earned will vest immediately and one-half of the total RSUs earned will vest on the one-year anniversary of the date the TSR hurdle was achieved.

Any RSUs that have not achieved any TSR hurdles on or prior to March 17, 2029, shall be forfeited.

During 2025, the Compensation Committee granted RSU awards to executive officers and certain key employees that contain a relative TSR market condition (referred to as the "rTSR" awards).

Under the terms of the rTSR award, RSUs may be earned based on the Company's TSR percentile rank compared to each company included in the Russell 2000 Index as of March 17, 2025.

The period under which the relative performance is measured is from March 17, 2025, through March 17, 2028 (the "Performance Period").

If the Company's TSR percentile rank is in the 20 th percentile or below, no RSUs will

If the Company's TSR percentile rank is in the 90 th percentile or above, up to 36,304 RSUs are eligible to vest, subject to a negative TSR cap and a maximum cap payout value.

If the Company's TSR is negative during the Performance Period, then, irrespective of the Company relative TSR rank, the maximum number of RSUs that may be earned is 18,152 RSUs.

The fair market value of the shares of common stock issuable in respect of RSUs vesting for each grantee, as measured on the date of vesting, may not exceed 500 % of the grantee's total grant date fair value of the rTSR award.

In November 2024, the Board appointed a new chief executive officer and in connection with that appointment, in December 2024, the new chief executive officer was granted two restricted stock unit (“RSU”) awards.

Both of the RSU awards contain a service condition and a market condition, with one RSU award containing an absolute total stockholder return (“TSR”) market condition (referred to as the “aTSR") and the other RSU award containing a relative TSR market condition (referred to as the “rTSR”).

15 unchanged sentences

The RSUs do not have any other stockholder rights of holders of shares of common stock.

The table below shows the RSU activity and the RSUs outstanding for the years ended December 31, 2025, and 2024.

We did not issue any RSUs during the year ended December 31, 2023.

Restricted Stock Units Weighted Average Grant Date Fair Value

Outstanding December 31, 2023 — $ —

Granted 111,285 $ 16.25

Forfeited — $ —

Outstanding December 31, 2024 111,285 $ 16.25

Granted 94,586 $ 23.53

Vested ( 4,064 ) $ 24.72

Forfeited ( 6,221 ) $ 23.53

Outstanding December 31, 2025 195,586 $ 19.36

We used a Monte Carlo simulation valuation model to estimate the fair value of the aTSR and rTSR awards on the grant date.

1 unchanged sentence

The weighted-average grant date fair value per share using the maximum number of shares that can be earned under the aTSR and rTSR awards issued in 2025 was $ 24.53 and $ 20.11 , respectively.

We used the following assumptions to compute the weighted-average grant date fair market value of RSUs granted with service and market conditions granted in 2024:

Absolute TSR RSU Award Relative TSR RSU Award

The weighted-average grant date fair value per share using the maximum number of shares that can be earned under the aTSR and rTSR awards issued in 2024 was $ 22.63 and $ 14.89 , respectively.

We used the following assumptions to compute the weighted-average grant date fair market value of RSUs granted with service and market conditions granted in 2025 and 2024:

Granted in 2025 Granted in 2024

Absolute TSR RSU Award Relative TSR RSU Award Absolute TSR RSU Award Relative TSR RSU Award

Closing stock price on grant date $ 29.18 $ 30.74 $ 27.39 $ 27.39

2 unchanged sentences

Estimated volatility 62.7 % 58.1 % 67.8 % 62.2 %

Expected life 4.1 years 3.1 years

Expected life 4.0 years 3.0 years 4.1 years 3.1 years

Non-Qualified Stock Option Activity

16 unchanged sentences

1 The intrinsic value of a stock option is the amount by which the market value exceeds the exercise price as of the end of the period presented.

The total intrinsic value of stock options exercised during 2025 was $ 1.5 million.

No stock options were exercised during 2024 and 2023.

The total intrinsic value of exercised options to purchase stock during 2022 was $ 0.6 million.

Note 14 — INCOME TAX

13 unchanged sentences

Total income tax expense (benefit) $ 544 $ 194,333 $ ( 8,389 )

A reconciliation of the federal statutory income tax rate of 21 % to our effective rate is as follows (in thousands, except percentages):

As described in Note 2, Summary of Significant Accounting Policies, we have elected to prospectively adopt the guidance in ASU 2023-09, Improvement to Income Tax Disclosures.

The following table is a reconciliation of the federal statutory income tax rate of 21 % to our effective rate for the year ended December 31, 2025, in accordance with the guidance in ASU 2023-09 (in thousands, except percentages):

Year Ended December 31, 2025

2024 2023 2022

Tax Amount Tax Rate

Federal tax at statutory rate $ 2,463 21.0 %

State taxes, net of federal benefit 544 4.6 %

Change in valuation allowance ( 2,521 ) ( 21.5 ) %

Non-deductible items:

Officers' compensation 519 4.4 %

Fines and penalties 457 3.9 %

Meals and entertainment 38 0.3 %

Other non-deductible items 26 0.2 %

Percentage depletion ( 1,068 ) ( 9.1 ) %

Stock compensation ( 49 ) ( 0.4 ) %

Federal effect of changes to state tax rates 89 0.8 %

Other 46 0.4 %

Net expense as calculated $ 544 4.6 %

The following table is a reconciliation of the U.S.

federal statutory rate of 21 % to our effective tax rate for the years ended December 31, 2024, and 2023, in accordance with the guidance prior to the adoption of ASU 2023-09 (in thousands, except percentages):

Federal taxes at statutory rate $ ( 3,888 ) $ ( 9,253 )

7 unchanged sentences

Effective tax rate ( 1,049.8 ) % 19.0 %

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

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

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

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

Our effective tax rate for the year ended December 31, 2022, differs from the U.S.

federal statutory rate due to state income taxes.

Our 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 our valuation allowance.

As of December 31, 2025, and 2024, we had gross deferred tax assets of $ 198.9 million and $ 202.2 million, respectively.

During the year ended December 31, 2024, our deferred tax assets increased primarily from increases in the amounts of our federal and state net operating loss carryforwards.

During the year ended December 31, 2025, our deferred tax assets decreased primarily from decreases in the amounts of our federal and state net operating loss carryforwards.

Included in gross deferred tax assets as of December 31, 2025, were approximately $ 171.1 million of federal net operating loss carryforwards, which expire beginning in 2035, and approximately $ 252.2 million of state net operating loss carryforwards, the majority of which begin to expire in 2034.

Also included are $ 1.9 million of federal research and development credits which begin to expire in 2031.

included are $ 1.9 million of federal research and development credits which begin to expire in 2031.

The federal loss carryforward could be subject to examination by the tax authorities within three years after the carryforward is utilized, while the state net operating loss carryforwards could be subject to examination by the tax authorities generally within three or four years after the carryforward is utilized, depending on jurisdiction.

17 unchanged sentences

In making this assessment, we consider the scheduled reversal of deferred tax liabilities, our ability to carry back the deferred tax asset, projected future taxable income, and tax planning strategies.

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.

We have concluded that it is more likely than not that our $ 202.2 million of deferred tax assets will not be realized and we recorded an additional valuation allowance against our deferred tax assets of $ 199.0 million in the fourth quarter of 2024.

Our deferred tax assets, net of the valuation allowance at December 31, 2024, and 2023, were $ 0.0 million and $ 194.2 million, respectively.

As of December 31, 2025, and 2024, we have a full valuation allowance against our deferred tax assets because we do not believe it is more likely than not that we will fully realize the benefit of the deferred tax assets.

During 2025, our valuation allowance decreased $ 3.3 million.

The decrease was mainly due to reversals of deferred tax assets related to net operating losses.

Our deferred tax assets, net of the valuation allowance, at both December 31, 2025, and 2024, is zero .

The estimated statutory income tax rates that are applied to our current and deferred income tax calculations are impacted most significantly by the tax jurisdictions in which we conduct business.

12 unchanged sentences

With few exceptions, we are no longer subject to income tax audits that could result in an assessment for years prior to 2022.

The following table presents income tax paid (refunded) for the year ended December 31, 2025:

2025 2024 2023

New Mexico $ 206,723 $ ( 46,772 ) —

Oregon 190,784 10,000 104,090

Texas 41,760 51,812 69,412

Alabama 23,966 — ( 27,210 )

Pennsylvania 14,299 — —

Montana 2,650 ( 9,461 ) —

New Jersey — 6,000 20,842

Massachusetts — — 9,000

California — — ( 42,200 )

Other 7,672 ( 2,562 ) 44,730

Income Taxes Paid $ 487,854 $ 9,017 $ 178,664

— The amount of income taxes paid during the year does not meet the five percent disaggregation threshold.

Note 15 — COMMITMENTS AND CONTINGENCIES

Reclamation Deposits and Surety Bonds —As of December 31, 2024, and 2023, we had $ 27.0 million and $ 26.8 million, respectively, of security placed principally with the states of Utah and New Mexico and the Bureau of Land Management for eventual reclamation of its various facilities.

Of this total requirement, as of December 31, 2024, and 2023, $ 0.6 million and $ 0.5 million, respectively, consisted of long-term restricted cash deposits reflected in "Other" long-term assets on the balance sheet, and $ 26.4 million and $ 26.3 million, respectively, was secured by surety bonds issued by an insurer.

Reclamation Deposits and Surety Bonds —As of December 31, 2025, and 2024, we had $ 30.1 million and $ 27.0 million, respectively, of security placed principally with the states of Utah and New Mexico and the Bureau of Land Management for eventual reclamation of our various facilities.

Of this total requirement, as of December 31, 2025, and 2024, $ 0.6 million and $ 0.6 million, respectively, consisted of long-term restricted cash deposits reflected in "Other" long-term assets on the Consolidated Balance Sheets, and $ 29.5 million and $ 26.4 million, respectively, was secured by surety bonds issued by an insurer.

The surety bonds are held in place by an annual fee paid to the issuer.

3 unchanged sentences

While there are uncertainties in predicting the outcome of any claim or legal action, except as noted below, we believe the ultimate resolution of these claims or actions is not reasonably likely to have a material adverse effect on our financial condition, results of operations, or cash flows.

On March 17, 2022, the Fifth Judicial District Court in New Mexico entered an order that found that of the 20,000 acre feet of water per year we claimed, our predecessors in interest had forfeited all but approximately 5,800 acre feet of water per year, and that of the remaining 5,800 acre-feet of water that had not been forfeited, all but 150 acre feet of water had been abandoned prior to 2017 (the “Order”).

The Order limited our right to 150 acre feet per year of water for industrial-salt processing use.

In 2017 and 2018, the New Mexico Office of the State Engineer ("OSE") granted us preliminary and emergency authorizations to sell approximately 5,700 acre-feet of water per year from our Pecos River water rights.

The preliminary and emergency authorizations allowed for water sales to begin immediately, subject to repayment if the underlying water rights were ultimately found to be invalid.

On March 17, 2022, following a trial to determine the validity of our Pecos River water rights, the Fifth Judicial District Court in New Mexico entered an order that found that of the 20,000 acre feet of water per year we claimed, our predecessors in interest had forfeited all but approximately 5,800 acre feet of water per year, and that of the remaining 5,800 acre feet of water that had not been forfeited, all but 150 acre feet of water had been abandoned prior to 2017 (the "Order").

The Order limited our right to 150 acre fee per annum of water for industrial-salt processing use.

We appealed the Order to the New Mexico Court of Appeals ("NMCA"), which, on July 7, 2023, affirmed the Order.

On November 17, 2023, we filed a request for the New Mexico Supreme Court ("NMSC") to reconsider and review the NMCA's decision to affirm the Order's abandonment determination.

The NMSC agreed to review the NMCA's abandonment determination on February 7, 2024.

The case is fully briefed, and we are awaiting a decision from the NMSC, which we expect to receive in the first half of 2025.

In 2017 and 2018 the New Mexico Office of the State Engineer (“OSE”) granted us preliminary authorizations to sell approximately 5,700 acre feet of water per year from our Pecos River water rights.

The preliminary authorizations allowed water sales to begin immediately, subject to repayment if the underlying water rights were ultimately found to be invalid.

If our appeal to the NMSC is unsuccessful, we may have to repay for the water we sold under the preliminary authorizations.

Repayment of this water can be up to two times the amount of water removed from the river.

The NMSC agreed to review the NMCA's abandonment determination, and on July 5, 2025, issued a decision upholding the NMCA’s findings.

The NMSC’s decision renders the Order final.

Given the NMSC’s decision, we will have to repay for the water sold under preliminary and emergency authorizations.

The OSE has indicated they are seeking repayment of approximately 9,600 acre-feet of water.

Repayment is customarily made in-kind over a period of time but can take other forms including cash repayment.

If we are not able to repay in-kind due to the lack of remaining water rights or logistical constraints, we may need to purchase water to meet this repayment or be subject to a cash repayment.

Because of the uncertainty surrounding the potential volume of water we may have to repay, the timing and the form of repayment, if any, we cannot reasonably estimate the amount of the potential liability and have not recorded a loss contingency in our statement of operations related to this legal matter.

If we are not able to repay

in-kind due to the lack of remaining water rights or logistical constraints, we may need to purchase water to meet this repayment or be subject to a cash repayment.

Because of the uncertainty surrounding the timing and the form of repayment, we cannot reasonably estimate the amount of the potential liability and have not recorded a loss contingency in our statement of operations related to this legal matter.

Class Action Claim

On November 6, 2024, we were served with a class action lawsuit filed in federal district court in New Mexico.

The suit alleged that Intrepid and Intrepid Potash – New Mexico, LLC violated the New Mexico Minimum Wage Act by failing to properly compensate certain New Mexico underground mine and surface mine workers overtime for specific activities, including putting on and removing personal protective equipment from 2009 to the present.

The complaint sought all unpaid wages for these activities for all class members, which was alleged to exceed $ 5.0 million.

In December 2025, we agreed to pay $ 4.0 million to settle the matter and to dismiss all current and future claims arising from this matter against us.

We have recorded an estimated liability of $ 4.0 million as of December 31, 2025.

The settlement remains subject to customary conditions, including final approval by the court following notice to the putative class and a fairness hearing.

There can be no assurance that the court will grant final approval or that appeals will not be filed.

Other Contingent Liabilities

As of December 31, 2024, we have estimated contingent liabilities recorded in "Other current liabilities" on the consolidated balance sheets of $ 4.8 million, mainly related to the potential underpayment of royalties in 2012 to 2016.

As of December 31, 2023, we had estimated contingent liabilities recorded in "Other current liabilities" on the consolidated balance sheets of $ 3.4 million, mainly related to the potential underpayment of royalties in 2012 to 2016 and potential royalties on water revenues in 2019 to 2022.

In May 2025, we reported to the State of New Mexico that we had an unpermitted discharge of brine at our HB facility.

We have recorded an estimated liability of $ 2.2 million related to the potential penalties we may incur related to this unpermitted discharge.

The State of New Mexico may require us to perform remediation activities related to this incident.

Given the nature and location of the discharge, we have recorded an estimated environmental liability of $ 0.1 million for any required environmental remediation activities based on our estimate of the costs associated with expected required environmental remediation activities.

However, our estimate of any required remediation costs related to the unpermitted discharge could change significantly and could have a material adverse effect on our financial condition, results of operations, or cash flows, if we are required to perform more substantial and costly remediation activities than we currently expect to perform.

In 2019, the U.S.

Department of the Interior Office of Natural Resources Revenue ("ONRR") completed an audit of federal royalties at our New Mexico facilities covering the years 2012 through 2016 (the "audit period") and issued a "Perform Restructured Accounting and Pay Order" (the "Order").

The most significant of the ONRR's findings related to instances in which adequate supporting documentation was not provided to them for various items ONRR tested during the audit.

Since the Order was issued, we worked with the ONRR to address the issues noted from the audit and, in the third quarter of 2025, we paid $ 3.5 million to the ONRR and the ONRR closed the Order.

As of December 31, 2025, we have estimated contingent liabilities recorded in "Other current liabilities" on the Consolidated Balance Sheets of $ 7.3 million, mainly related to a proposed settlement for an employment class action lawsuit and to potential penalties related to an unpermitted discharge at our HB facility.

As of December 31, 2024, we had estimated contingent liabilities recorded in "Other current liabilities" on the Consolidated Balance Sheets of $ 4.8 million, mainly related to the potential underpayment of royalties to the U.S.

Department of the Interior Office of Natural Resources Revenue ("ONRR") in 2012 to 2016.

Note 16 — FAIR VALUE MEASUREMENTS

11 unchanged sentences

Cash Equivalents —As of December 31, 2025, and December 31, 2024, we had cash equivalents of $ 5.9 million and $ 2.6 million, respectively.

Held-to-Maturity Investments —As of December 31, 2024, and 2023, we owned debt investment securities classified as held-to-maturity because we have the intent and ability to hold these investments to maturity.

Our held-to-maturity debt investment securities consisted of investment grade corporate bonds and U.S.

government issued bonds.

Our held-to-maturity investments at December 31, 2024, and 2023, are carried at amortized cost and consist of the following (amounts in thousands):

As of December 31, 2024

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

Corporate bonds $ — $ — $ — $ —

Government bonds 989 — — 989

Total $ 989 $ — $ — $ 989

Corporate bonds $ — $ — $ — $ —

Government bonds — — — —

Total $ — $ — $ — $ —

Held-to-Maturity Investments —During the three months ended June 30, 2025, all of our held-to-maturity debt investments matured and as of December 31, 2025, we did not own any debt investment securities.

As of December 31, 2024, we owned debt investment securities classified as held-to-maturity because we had the intent and ability to hold these investments to maturity.

These held-to-maturity debt investment securities were carried at amortized cost, were recorded in "Short-term investments" on the Consolidated Balance Sheets, and consisted of the following (amounts in thousands):

As of December 31, 2024

3 unchanged sentences

Total $ 989 $ — $ — $ 989

Corporate bonds $ — $ — $ — $ —

Government bonds 954 1 ( 4 ) 951

Total $ 954 $ 1 $ ( 4 ) $ 951

Investments in Equity Securities —In May 2020, we acquired a non-controlling equity investment in W.D.

9 unchanged sentences

The sale of Engineering to NESR has since been finalized and the recorded value of our investment in WDVG was reduced to $ 3.3 million, which is the aggregate cost basis of the 336,773 shares of NESR stock we received in August 2024 related to the sale of WDVGL.

NESR trades on the over-the-counter “Pink Market.” As required by Accounting Standards Codification ("ASC") Topic 321 - Investments-Equity Securities ("ASC 321"), equity securities are valued at fair value in the Consolidated Balance Sheet at December 31, 2024, and unrealized gains and losses for investments in equity securities are included in the Consolidated Statement of Operations.

At December 31, 2024, the fair value of our investment in NESR equity securities is $ 3.0 million, and is included in "Long-term investments" on the Consolidated Balance Sheet at December 31, 2024, and the unrealized loss of $ 0.3 million is included in "Other income" on the Consolidated Statement of Operations for the year ended December 31, 2024.

As required by Accounting Standards Codification ("ASC") Topic 321 - Investments-Equity Securities ("ASC 321"), equity securities were valued at fair value in the Consolidated Balance Sheet and unrealized gains and losses for investments in equity securities were included in "Other (expense) income" on the Consolidated Statement of Operations.

At December 31, 2024, the fair value of our investment in NESR equity securities was $ 3.0 million and was included in "Long-term investments" on the Consolidated Balance Sheet at December 31, 2024, and the unrealized loss of $ 0.3 million was included in "Other (expense) income" on the Consolidated Statement of Operations for the year ended December 31, 2024.

In May 2025, we sold all shares of NESR we owned and received proceeds of $ 2.1 million.

When the NESR shares were sold, the fair value of the shares was $ 2.5 million, and we recorded a realized loss of $ 0.4 million during the three months ended June 30, 2025.

For the year ended December 31, 2025, the total loss (unrealized losses plus realized losses) related to this investment was $ 0.9 million, which is included in "Other (expense) income" on the Consolidated Statement of Operations.

Equity Method Investments —We are a limited partner with a 16 % interest in PEP Ovation, LP ("Ovation") as of December 31, 2025, and 2024.

42 unchanged sentences

3,957 — — — 3,957

Gross Margin (Deficit) $ 35,049 $ ( 3,995 ) $ 5,792 $ — $ 36,846

Gross Margin $ 17,420 $ 4,438 $ 7,224 $ — $ 29,082

Depreciation, depletion, and amortization incurred 2

8 unchanged sentences

97,452 74,308 15,518 — 187,278

Gross Margin $ 94,769 $ 39,123 $ 7,516 $ — $ 141,408

Lower of cost or NRV inventory adjustments

2,709 3,783 — — 6,492

Gross Margin (Deficit) $ 35,049 $ ( 3,995 ) $ 5,792 $ — $ 36,846

Depreciation, depletion, and amortization incurred 2

44 unchanged sentences

Impairment of long-lived assets 1,866 10,708 43,288

Loss on disposal of assets 1,952 807 7,470

(Gain) loss on disposal of assets ( 1,175 ) 1,952 807

Accretion of asset retirement obligation 2,603 2,489 2,140

4 unchanged sentences

Interest income ( 2,432 ) ( 1,712 ) ( 298 )

Other non-operating income ( 45 ) ( 95 ) ( 305 )

(Loss) income before income taxes $ ( 18,512 ) $ ( 44,062 ) $ 96,509

Other non-operating expense (income) 762 ( 45 ) ( 95 )

Income (loss) before income taxes $ 11,729 $ ( 18,512 ) $ ( 44,062 )

In each of the last three years ended December 31, 2025, 2024, and 2023, 93 %, 94 %, and 95 %, respectively, of our total sales were sold to customers located in the U.S.

10 unchanged sentences

Our industrial sales are significantly influenced by oil and gas drilling activity.

In 2024, 2023, and 2022, we had one customer in our potash and Trio ® segments that accounted for approximately $ 25.6 million, $ 33.4 million, and $ 35.0 million of our total consolidated revenues, respectively.

In 2025, no customer accounted for 10% or more of our total consolidated revenues.

In 2024, and 2023, we had one customer in our potash and Trio ® segments that accounted for approximately $ 25.6 million, and $ 33.4 million of our total consolidated revenues, respectively.

"Risks Related to Financial Position, Indebtedness and Additional Capital Needs - The loss or substantial decline in revenue from larger customers or certain industries could have a material adverse effect on our revenues, profitability, and liquidity."

1 unchanged sentence

At times, the balances in the accounts may exceed the $250,000 balance insured by the Federal Deposit Insurance Corporation.

Note 20 — FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS

OF POSSIBLE FUTURE PUBLIC DEBT

Intrepid Potash, Inc., as the parent company, has no independent assets or operations, and operations are conducted solely through its subsidiaries.

Cash generated from operations is held at the parent company level as cash on hand and short- and long-term investments.

Cash and cash equivalents totaled $ 41.3 million and $ 4.1 million at December 31, 2024, and 2023, respectively.

In the event that one or more of our wholly-owned operating subsidiaries guarantee public debt securities in the future, those guarantees will be full and unconditional and will constitute the joint and several obligations of the subsidiary guarantors.

Our other subsidiaries are minor.

There are no restrictions on our ability to obtain cash dividends or other distributions of funds from the subsidiary guarantors, except those imposed by applicable law.

Note 20 — SHARE REPURCHASE PROGRAM

30 unchanged sentences

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data