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Item 9A. Controls and Procedures

2026-03-05 compared with 2025-03-04 · 58 added, 9 removed, 157 unchanged (30% of the section changed)

24 unchanged sentences

OTHER INFORMATION

Rule 10b-5 Trading Disclosure

During the three months ended December 31, 2025, no director or officer of the Company adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as each term is defined in Item 408 of Regulation S-K.

Director Elections

On March 1, 2026, Hugh E.

informed the Board that he will not stand for re-election to the Board at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”).

Harvey’s decision to not stand for election at the Annual Meeting is for personal reasons and is not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Executive Officer Appointment

On March 3, 2026, in connection with a re-evaluation of executive officer roles and duties within the Company, the Board promoted Richard C.

Kim, the Company’s Vice President of Operations, to be an “executive officer” of the Company as defined in Rule 3b-7 under the Securities Exchange Act of 1934, as amended, and the Board designated Mr.

Kim as principal operating officer for purposes of the rules and regulations of the SEC.

Kim, age 46, has served as the Company’s Vice President of Operations since September 2025.

Prior to joining the Company, Mr.

Kim was Vice President of Operations at First Bauxite Corporation from December 2024 to August 2025, where he oversaw all mining and processing activities for the company’s operations is Guyana, South America.

Prior to his tenure at First Bauxite Corporation, Mr.

Kim was president of Peerless Resources Management, LLC from July 2021 to August 2025, and held senior leadership roles at Morton Salt, from January 2020 to May 2021, and Paringa Resources Ltd.

from July 2014 to October 2019.

There will not be an immediate change in Mr.

Kim’s compensation as a result of this appointment as principal operating officer.

Kim’s current annual base salary is $350,000 with a target bonus of 50% of annual base salary under the Company’s cash bonus program, in each case, subject to future adjustment by the Company.

Kim is also entitled to continue to receive equity awards under the Company’s Amended and Restated Equity Incentive Plan, and he will continue to participate in the benefit programs generally provided by the Company.

There are no arrangements or understandings between Mr.

Kim and any other persons outside of the Company pursuant to which he was selected as an executive officer of the Company.

There are no family relationships between Mr.

Kim and any director or executive officer of the Company, and there are no transactions between Mr.

Kim and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Change-in-Control Severance Agreements

On March 5, 2026, the Company entered into a Change-in-Control Severance Agreement (a “CIC Severance Agreement”) with each of the Company’s executive officers (other than its CEO):

Matthew Preston, Chief Financial Officer;

Christina Sheehan, General Counsel;

and Richard Kim, Vice President of Operations.

Any change-in-control and severance provisions for our CEO (Kevin Crutchfield) are set forth in his current employment agreement with the Company.

Each CIC Severance Agreement provides that, subject to the executive’s executing and not revoking a general release of claims in accordance with the terms of the CIC Severance Agreement, in the event the executive’s employment is terminated in an “Involuntary Termination” within 24 months after a “Change in Control” (each term as defined in the CIC Severance Agreement), the executive will be entitled to receive the following:

(1) a lump sum cash payment equal to 1.5 times the executive’s (A) annual base salary, and (B) target annual bonus/short-term incentive in effect as of the date of termination;

(2) a lump sum cash payment equal to an amount equal to the executive’s target annual bonus/short-term incentive multiplied by a fraction based on the number of days the executive was employed in the fiscal year in which the date of termination occurs;

(3) direct payment (or lump sum cash payment) for monthly premiums for continued COBRA coverage for the executive and the executive’s eligible dependents (as applicable) for one year following the date of termination;

(4) up to $10,000 for individual outplacement services for one year following the date of termination, and (5) if not specified in the applicable award agreement with respect to treatment on a change in control, accelerated vesting of (A) all outstanding time-vested equity awards in full on the date of termination, and (B) all performance goals under any outstanding performance-based equity awards shall be deemed satisfied at the greater of (x) target, or (y) actual performance, in each case on the date of termination.

The CIC Severance Agreement also includes (i) confidentiality restrictions during the executive’s employment and thereafter, and (ii) certain non-solicitation restrictions for one year after the date of termination.

The foregoing description does not purport to be complete and is qualified in its entirety by the full text of the CIC Severance Agreements for each of Mr.

Sheehan, which are attached as Exhibit 10.19, Exhibit 10.20 and Exhibit 10.21 to this Annual Report, and incorporated by reference herein.

Third Amended and Restated Bylaws

On March 3, 2026, the Board approved an amendment and restatement of the Company’s Second Amended and Restated Bylaws (as amended, the “Third Amended Bylaws”), effective immediately.

The Third Amended Bylaws were amended solely to reflect certain minor changes for the change in the name of the Nominating, Corporate Governance, Safety, and Sustainability Committee and conforming changes to references of the “Chair of the Board” throughout the Third Amended Bylaws.

The foregoing description does not purport to be complete and is qualified in its entirety by the full text of the Third Amended Bylaws, which is attached as Exhibit 3.4 to this Annual Report, and incorporated by reference herein.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

15 unchanged sentences

Management's Report on Internal Control over Financial Reporting

Report of Independent Registered Accounting Firm (KPMG LLP, Denver, CO Auditor Firm ID 185 )

Report of Independent Registered Public Accounting Firm (KPMG LLP, Denver, CO Auditor Firm ID 185 )

Consolidated Balance Sheets as of December 31, 2025, and 2024

17 unchanged sentences

8-K August 14, 2020

Second Amended and Restated Bylaws of Intrepid Potash, Inc.

8-K September 16, 2024

Third Amended and Restated Bylaws of Intrepid Potash, Inc.

Description of Registrant's Securities 10-K March 7, 2023

Form of Indemnification Agreement with each director and officer *

Form of Indemnification Agreement with each director and officer 10-K March 4, 2025

Registration Rights Agreement, dated as of April 25, 2008, by and among Intrepid Potash, Inc., Harvey Operating & Production Company, Intrepid Production Corporation, and Potash Acquisition, LLC 8-K May 1, 2008

9 unchanged sentences

Form of Stock Option Agreement+ 10-K March 2, 2021

Form of Restricted Stock Agreement (2024 revision)+ *

Form of Performance Restricted Stock Unit Grant Notice+ *

Form of Performance Restricted Stock Unit Agreement+ *

Form of Restricted Stock Agreement (2024 revision)+ 10-K March 4, 2025

Form of Performance Restricted Stock Unit Grant Notice+ 10-K March 4, 2025

Form of Performance Restricted Stock Unit Agreement+ 10-K March 4, 2025

Intrepid Potash, Inc.

12 unchanged sentences

8-K December 2, 2024

Insider Trading Policy *

Cooperation Agreement dated January 14, 2025, by and among Intrepid Potash, Inc., Clearway Capital Management LLC and other persons and entities listed on Schedule A thereto.

8-K January 15, 2025

Change-in-Control Severance Agreement, dated March 3, 2026, between Intrepid Potash, Inc.

and Matthew Preston+ *

Change-in-Control Severance Agreement, dated March 3, 2026, between Intrepid Potash, Inc.

and Richard Kim+ *

Change-in-Control Severance Agreement, dated March 3, 2026, between Intrepid Potash, Inc.

and Christina Sheehan+ *

Insider Trading Policy 10-K March 4, 2025

List of Subsidiaries 10-K March 7, 2024

10 unchanged sentences

Technical Report Summary of the 2023 Estimated Resources and Reserves at Intrepid Potash - Moab 10-K March 7, 2024

Technical Report Summary of the 2023 Estimated Resources and Reserves at Intrepid Potash - Wendover 10-K March 7, 2024

Technical Report Summary of the 2025 Estimated Resources and Reserves at Intrepid Potash - Wendover *

Intrepid Potash, Inc.

56 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures