Form 10-Q Intrepid Potash, Inc. For: Sep 30
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
FORM 10-Q
_______________________________________________________
| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||||||||||||||
For the Quarterly Period Ended | ||||||||||||||
or | ||||||||||||||
| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||||||||||||||
For the transition period from ______ to ______ | ||||||||||||||
Commission File Number: 001-34025
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) | (Zip Code) | |||||||
(303 ) 296-3006
(Registrant’s telephone number, including area code)
| (Former name, former address and former fiscal year, if changed since last report) | ||
Securities registered pursuant to Section 12(b) of the Act
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes ☒No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | ☒ | Non-accelerated filer | ☐ | |||||||||||||
| Smaller reporting company | Emerging growth company | ||||||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | ||
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | Yes | No | ☒ | |||||||||||
As of October 31, 2026, the registrant had outstanding 13,364,469 shares of common stock, par value $0.001 per share.
INTREPID POTASH, INC.
TABLE OF CONTENTS
| Page | |||||
PART I - FINANCIAL INFORMATION | |||||
ITEM 1. Condensed Consolidated Financial Statements (Unaudited) | |||||
i
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
INTREPID POTASH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
| September 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| ASSETS | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Short-term investments | ||||||||||||||
| Accounts receivable: | ||||||||||||||
| Trade, net | ||||||||||||||
| Other receivables, net | ||||||||||||||
| Inventory, net | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Assets held for sale | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant, equipment, and mineral properties, net | ||||||||||||||
| Water rights | ||||||||||||||
| Long-term parts inventory, net | ||||||||||||||
| Long-term investments | ||||||||||||||
| Other assets, net | ||||||||||||||
| Total Assets | $ | $ | ||||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued liabilities | ||||||||||||||
| Accrued employee compensation and benefits | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Liabilities held for sale | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Asset retirement obligation, net of current portion | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Finance lease liabilities | ||||||||||||||
| Deferred other income, long-term | ||||||||||||||
| Total Liabilities | ||||||||||||||
| Commitments and Contingencies | ||||||||||||||
Common stock, $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Less treasury stock, at cost | ( | ( | ||||||||||||
| Total Stockholders' Equity | ||||||||||||||
| Total Liabilities and Stockholders' Equity | $ | $ | ||||||||||||
See accompanying notes to these Condensed Consolidated Financial Statements.
1
INTREPID POTASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Freight costs | ||||||||||||||||||||||||||
| Warehousing and handling costs | ||||||||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||||||||
| Lower of cost or net realizable value inventory adjustments | ||||||||||||||||||||||||||
| Gross Margin | ||||||||||||||||||||||||||
| Selling and administrative | ||||||||||||||||||||||||||
| Accretion of asset retirement obligation | ||||||||||||||||||||||||||
| Impairment of long-lived assets | ||||||||||||||||||||||||||
| Loss (gain) on sale of assets | ( | |||||||||||||||||||||||||
| Other operating income | ( | ( | ( | ( | ||||||||||||||||||||||
| Other operating expense | ||||||||||||||||||||||||||
| Operating Income | ||||||||||||||||||||||||||
| Other Income (Expense) | ||||||||||||||||||||||||||
| Equity in loss of unconsolidated entities | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest expense, net | ( | ( | ||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||
| Other income (expense) | ( | |||||||||||||||||||||||||
| Income from Continuing Operations Before Income Taxes | ||||||||||||||||||||||||||
| Income tax (benefit) expense | ( | |||||||||||||||||||||||||
| Net Income from Continuing Operations | $ | $ | $ | $ | ||||||||||||||||||||||
| Net Income from Discontinued Operations, Net of Tax | ||||||||||||||||||||||||||
| Net Income | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income per share: | ||||||||||||||||||||||||||
| Continuing operations - Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Discontinued operations - Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income - Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Continuing operations - Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Discontinued operations - Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income - Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted Average Shares Outstanding: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
See accompanying notes to these Condensed Consolidated Financial Statements.
2
INTREPID POTASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
(In thousands, except share amounts)
| Nine-Month Period Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | ( | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Three-Month Period Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | ( | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Nine-Month Period Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||
| Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Three-Month Period Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||
| Vesting of restricted common stock, net of common stock used to fund employee income tax withholding due upon vesting | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
See accompanying notes to these Condensed Consolidated Financial Statements.
3
| INTREPID POTASH, INC. | ||||||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | ||||||||||||||
| (In thousands) | ||||||||||||||
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash Flows from Operating Activities: | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Income from discontinued operations, net of tax | ( | ( | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||
| Accretion of asset retirement obligation | ||||||||||||||
| Amortization of deferred financing costs | ||||||||||||||
| Stock-based compensation | ||||||||||||||
| Lower of cost or net realizable value inventory adjustments | ||||||||||||||
| Impairment of long-lived assets | ||||||||||||||
| Loss (gain) on disposal of assets | ( | |||||||||||||
| Allowance for parts inventory obsolescence | ||||||||||||||
| Loss on equity investment | ||||||||||||||
| Equity in loss of unconsolidated entities | ||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Trade accounts receivable, net | ( | |||||||||||||
| Other receivables, net | ( | ( | ||||||||||||
| Inventory, net | ( | ( | ||||||||||||
| Prepaid expenses and other current assets | ( | ( | ||||||||||||
| Accounts payable, accrued liabilities, and accrued employee compensation and benefits | ||||||||||||||
| Operating lease liabilities | ( | ( | ||||||||||||
| Deferred other income | ( | ( | ||||||||||||
| Other liabilities | ( | |||||||||||||
| Net cash provided by operating activities of continuing operations | ||||||||||||||
| Net cash provided by operating activities of discontinued operations | ||||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Cash Flows from Investing Activities: | ||||||||||||||
| Additions to property, plant, equipment, mineral properties and other assets | ( | ( | ||||||||||||
| Purchase of investments | ( | |||||||||||||
| Proceeds from sale of assets | ||||||||||||||
| Proceeds from redemptions/maturities of investments | ||||||||||||||
| Other investing, net | ||||||||||||||
| Net cash used in investing activities of continuing operations | ( | ( | ||||||||||||
| Net cash provided by investing activities of discontinued operations | ||||||||||||||
| Net cash provided by (used in) investing activities | ( | |||||||||||||
4
| INTREPID POTASH, INC. | ||||||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | ||||||||||||||
| (In thousands) | ||||||||||||||
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash Flows from Financing Activities: | ||||||||||||||
| Payments of financing lease | ( | ( | ||||||||||||
| Capitalized debt fees | ( | |||||||||||||
| Employee tax withholding paid for restricted stock upon vesting | ( | ( | ||||||||||||
| Repurchases of common stock | ( | |||||||||||||
| Proceeds from exercise of stock options | ||||||||||||||
| Net cash (used in) provided by financing activities | ( | |||||||||||||
| Net Change in Cash, Cash Equivalents and Restricted Cash | ||||||||||||||
| Cash, Cash Equivalents and Restricted Cash, beginning of period | ||||||||||||||
| Cash, Cash Equivalents and Restricted Cash, end of period | $ | $ | ||||||||||||
| Supplemental disclosure of cash flow information | ||||||||||||||
| Net cash paid during the period for: | ||||||||||||||
| Interest | $ | $ | ||||||||||||
| Income taxes | $ | $ | ||||||||||||
| Amounts included in the measurement of operating lease liabilities | $ | $ | ||||||||||||
| Accrued purchases for property, plant, equipment, and mineral properties | $ | $ | ||||||||||||
| Right-of-use assets exchanged for operating lease liabilities | $ | $ | ||||||||||||
| Right-of-use assets exchanged for financing lease liabilities | $ | $ | ||||||||||||
See accompanying notes to these Condensed Consolidated Financial Statements.
5
INTREPID POTASH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1— COMPANY BACKGROUND
We are a diversified mineral company that delivers potassium, magnesium, sulfur, salt, and water products essential for customer success in agriculture, animal feed, and the oil and gas industry. We are the only U.S. producer of muriate of potash (sometimes referred to as potassium chloride or potash), which is applied as an essential nutrient for healthy crop development, utilized in several industrial applications, and used as an ingredient in animal feed. In addition, we produce a specialty fertilizer, Trio®, which delivers a low-chloride source of three key nutrients: potassium, magnesium, and sulfate, in a single particle.
Our extraction and production operations are conducted entirely in the continental U.S. We produce potash from three solution mining facilities: our HB solution mine in Carlsbad, New Mexico, our solution mine in Moab, Utah, and our brine recovery mine in Wendover, Utah. We also operate the North compaction facility in Carlsbad, New Mexico, which compacts and granulates product from the HB mine. We produce Trio® from our conventional underground East mine in Carlsbad, New Mexico.
We have permitted, licensed, declared, and adjudicated water rights in New Mexico that support our mining and industrial operations.
We owned land, water rights, federal grazing leases, and other related assets in southeast New Mexico, which we collectively referred to as "Intrepid South." Intrepid South generated revenue primarily from sales of various oilfield related products and services, including water, brine, surface use and right-of-way agreements, a produced water royalty agreement, and caliche.
In March 2026, our Board of Directors ("Board") approved the sale of Intrepid South, and we determined that the business met the criteria for classification as held for sale and discontinued operations. We received aggregate consideration of $70.0 million related to the transaction, consisting of an $8.0 million deposit received in December 2025 and a $62.0 million payment received at closing on April 1, 2026. Following customary post-closing adjustments, the final sales price was $68.9 million. As a result of the transaction, we recorded a gain on sale of Intrepid South before income taxes of $13.3 million for the nine months ended September 30, 2026.
We currently have two reportable segments: potash and Trio®. Through December 31, 2025, our oilfield solutions segment was also a reportable segment. Following the sale of Intrepid South, the oilfield solutions segment is no longer reported as a reportable segment, and all prior-period segment disclosures presented in this Quarterly Report on Form 10-Q have been recast to conform to the current presentation.
Byproduct sales are reported as revenue in the potash or Trio® segment based on which segment generates the byproduct. Intersegment sales prices are market based and eliminated in consolidation.
"Intrepid," "our," "we," or "us" means Intrepid Potash, Inc. and its consolidated subsidiaries.
Note 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Financial Statement Presentation—Our unaudited Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to those rules and regulations. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation of interim financial information, have been included. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025.
Recently Adopted Accounting Standards—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 2025-05 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. The adoption of this standard did not have an impact on our results of operations, cash flows and financial condition.
6
Pronouncements Issued But Not Yet Adopted—In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires additional disclosures about the nature of expenses included in the income statement, such as purchases of inventory, employee compensation and depreciation. ASU 2024-03 is effective for public business entities for annual periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied prospectively or retrospectively. We are currently evaluating the guidance and the processes and controls necessary to comply with the new disclosure requirements. We expect the adoption of ASU 2024-03 to impact our disclosures but not our results of operations, cash flows or financial condition.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. The amendments establish authoritative guidance for the recognition, measurement, presentation and disclosure of government grants received by business entities. Under the new guidance, a government grant is recognized when it is probable that the entity will comply with the conditions attached to the grant and that the grant will be received. The guidance provides separate accounting models for grants related to assets and grants related to income. This guidance is effective for annual periods beginning after December 15, 2028, including interim periods within those annual periods, for public business entities. Early adoption is permitted. The amendments may be applied using a modified prospective, modified retrospective or retrospective transition method. We are currently evaluating the impact that the adoption of ASU 2025-10 will have on our consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the application, form and content, and required disclosures for interim financial statements prepared in accordance with GAAP. The ASU consolidates required interim disclosures and introduces a disclosure principle for events and changes since the end of the most recent annual reporting period that have a material impact on the entity. This guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities. Early adoption is permitted. The amendments may be applied prospectively or retrospectively. We are currently evaluating the guidance, including its effect on our interim financial statement disclosures, and do not expect the adoption of ASU 2025-11 to have a material impact on our consolidated financial statements.
7
Note 3— DISCONTINUED OPERATIONS
In March 2026, our Board approved the sale of Intrepid South, and the accounting criteria for classification as held for sale and discontinued operations were met. The sale closed on April 1, 2026. As a result, Intrepid South assets and liabilities are reported as held for sale as of December 31, 2025, and Intrepid South results of operations are reported as discontinued operations in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026, and 2025. The assets and liabilities held for sale were not measured at fair value as the expected selling price exceeded their net carrying value.
The table below presents the assets and liabilities held for sale (amounts in thousands):
| December 31, 2025 | ||||||||
| Accounts receivable | $ | |||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Property, plant, equipment, and mineral properties, net | ||||||||
| Water rights | ||||||||
| Other long term assets | ||||||||
| Assets held for sale | $ | |||||||
| Accounts payable | $ | |||||||
| Accrued liabilities | ||||||||
| Accrued employee compensation and benefits | ||||||||
| Contract liability - current portion | ||||||||
| Asset retirement obligations | ||||||||
| Long term contract liability | ||||||||
| Liabilities held for sale | $ | |||||||
The following table presents the results of discontinued operations for the three and nine months ended September 30, 2026, and 2025 (amounts in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: cost of goods sold | ||||||||||||||||||||||||||
| Gross Margin | ||||||||||||||||||||||||||
| Selling and administrative | ||||||||||||||||||||||||||
| Accretion of asset retirement obligation | ||||||||||||||||||||||||||
| Gain on sale of assets | ( | ( | ( | |||||||||||||||||||||||
| Other operating income | ( | |||||||||||||||||||||||||
| Gain on sale of discontinued operations | ( | |||||||||||||||||||||||||
| Net income of discontinued operations before income tax | ||||||||||||||||||||||||||
| Income tax benefit (expense) | ( | |||||||||||||||||||||||||
| Net income of discontinued operations, net of tax | $ | $ | $ | $ | ||||||||||||||||||||||
8
Contract Balances: Customers generally pay the total amount due under surface use agreements when the agreement is executed. Depending on the nature of the performance obligations in the various surface use agreements, revenue may be recognized at a point in time or over time. Our contract liabilities (sometimes referred to in practice as deferred revenue) represent the amount of cash we received from customers under surface use agreements at Intrepid South where the associated revenue is being recognized over time.
Under the terms of the Intrepid South sales agreement, we retained one-half of the $2.4 million contract liability balance as of March 31, 2026, which was included in the gain on the sale of Intrepid South. The remaining one-half of the contract liability balance was included as an adjustment to the final sales price.
As of December 31, 2025, we had total contract liabilities of $2.5 million, of which $0.8 million was current and included in "Liabilities held for sale" on the Condensed Consolidated Balance Sheets.
Deferred revenue activity during the three and nine months ended September 30, 2026, and 2025, and the ending contract liability balances at the end of each of those periods is shown below (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | ||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||
| Recognized as revenue during period | ( | ( | ( | |||||||||||||||||||||||
| Liability extinguished upon sale of discontinued operations | ( | |||||||||||||||||||||||||
| Ending Balance | $ | $ | $ | $ | ||||||||||||||||||||||
9
Note 4— EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. For purposes of determining diluted earnings per share, basic weighted-average common shares outstanding is adjusted to include potentially dilutive securities, including restricted stock, stock options, and restricted stock units. The treasury-stock method is used to measure the dilutive impact of potentially dilutive shares. 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 earnings per share (in thousands, except per share amounts):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net Income from Continuing Operations | $ | $ | $ | $ | ||||||||||||||||||||||
| Net Income from Discontinued Operations, Net of Tax | ||||||||||||||||||||||||||
| Net Income | $ | $ | $ | $ | ||||||||||||||||||||||
| Basic weighted-average common shares outstanding | ||||||||||||||||||||||||||
| Add: Dilutive effect of restricted stock | ||||||||||||||||||||||||||
| Add: Dilutive effect of stock options | ||||||||||||||||||||||||||
| Add: Dilutive effect of restricted stock units | ||||||||||||||||||||||||||
| Diluted weighted-average common shares outstanding | ||||||||||||||||||||||||||
| Net income per share: | ||||||||||||||||||||||||||
| Continuing operations - Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Discontinued operations - Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income - Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Continuing operations - Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Discontinued operations - Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income - Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
The following table shows the shares that have an anti-dilutive effect and are excluded from the diluted weighted-average shares outstanding computations (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Anti-dilutive effect of restricted stock | ||||||||||||||||||||||||||
| Anti-dilutive effect of stock options outstanding | ||||||||||||||||||||||||||
| Anti-dilutive effect of restricted stock units outstanding | ||||||||||||||||||||||||||
10
Note 5— CASH, CASH EQUIVALENTS AND RESTRICTED CASH
We consider financial instruments with original maturities of three months or less to be cash equivalents. Total cash, cash equivalents and restricted cash, as shown on the Condensed Consolidated Statements of Cash Flows are included in the following accounts at September 30, 2026, and 2025 (in thousands):
| September 30, 2026 | September 30, 2025 | |||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash included in other current assets | ||||||||||||||
| Restricted cash included in other long-term assets | ||||||||||||||
| Total cash, cash equivalents, and restricted cash as shown in the statement of cash flows | $ | $ | ||||||||||||
Restricted cash included in other current and long-term assets on the Condensed Consolidated Balance Sheets represents amounts for which use is restricted by contractual agreements with various entities, principally the Bureau of Land Management or the States of Utah and New Mexico, as security to fund future reclamation obligations at our sites.
Note 6— INVENTORY AND LONG-TERM PARTS INVENTORY
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Finished goods product inventory | $ | $ | ||||||||||||
| In-process inventory | ||||||||||||||
| Total product inventory | ||||||||||||||
| Current parts inventory, net | ||||||||||||||
| Total current inventory, net | ||||||||||||||
| Long-term parts inventory, net | ||||||||||||||
| Total inventory, net | $ | $ | ||||||||||||
Parts inventory is shown net of estimated allowances for obsolescence of $1.5
11
Note 7 — PROPERTY, PLANT, EQUIPMENT, AND MINERAL PROPERTIES
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Land | $ | $ | ||||||||||||
| Ponds and land improvements | ||||||||||||||
| Mineral properties and development costs | ||||||||||||||
| Buildings and plant | ||||||||||||||
| Machinery and equipment | ||||||||||||||
| Vehicles | ||||||||||||||
| Office equipment and improvements | ||||||||||||||
| Operating lease ROU assets | ||||||||||||||
| Construction in progress | ||||||||||||||
| Total property, plant, equipment, and mineral properties, gross | $ | $ | ||||||||||||
| Less: accumulated depreciation, depletion, and amortization | ( | ( | ||||||||||||
| Total property, plant, equipment, and mineral properties, net | $ | $ | ||||||||||||
For the nine months ended September 30, 2026, we recorded no impairment expense. For the nine months ended September 30, 2025, we recorded impairment expense of $1.9 million related to certain assets within our Trio® segment. The fair value of these assets was estimated using expected proceeds from an orderly sale of the assets.
We incurred the following expenses for depreciation, depletion, and amortization, including expenses capitalized into inventory, for the following periods (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Depreciation | $ | $ | $ | $ | ||||||||||||||||||||||
| Depletion | ||||||||||||||||||||||||||
| Amortization | ||||||||||||||||||||||||||
| Total incurred | $ | $ | $ | $ | ||||||||||||||||||||||
12
Note 8 — OTHER LONG-TERM DEFERRED INCOME
Cooperative Development Agreement—In December 2023, we entered into the Third Amendment of Cooperative Development Agreement (the "CDA Amendment") with XTO Holdings, LLC ("XTO Holdings") and XTO Delaware Basin LLC, as successors in interest to BOPCO, L.P. ("XTO Delaware Basin," and together with XTO Holdings, "XTO"), with an effective date of January 1, 2024 ("Amendment Date"). The CDA Amendment further amends that certain Cooperative Development Agreement, by and between us, BOPCO, L.P. and the other parties thereto, effective as of February 28, 2011 (as amended, including by the CDA Amendment, the "CDA"), which was executed for the purpose of pursuing the cooperative development of potassium and oil and gas on certain lands. The CDA restricts and limits the rights of Intrepid and XTO, as successors in interest to BOPCO, L.P., to explore and develop their respective interests, including limitations on the locations of wells. Intrepid and XTO entered into the CDA Amendment in an effort to further the cooperation, remove the restrictions and limitations, and allow for the efficient co-development of resources within the Designated Potash Area ("DPA") consistent with the United States Secretary of the Interior Order 3324.
Pursuant to the CDA Amendment, among other things, we agreed to provide support to XTO for development and operation of XTO's oil and gas interests within the DPA. As consideration under the CDA Amendment, XTO agreed to pay us an initial fee of $50.0 million (the "Initial Fee"). We received a partial payment of $5.0 million of the Initial Fee in December 2023, and we received payment of the remaining $45.0 million from XTO in January 2024.
The CDA Amendment further provides that we shall receive an additional one-time payment equal to $50.0 million (the "Access Fee"), which XTO will pay within 90 days upon the earlier occurrence of (i) the approval of the first new or expanded drilling island within a specific area to be used by XTO or (ii) within years of the anniversary of the Amendment Date. 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. However, we apply the principles in ASC 606 by analogy to determine amounts of other income to recognize.
Under ASC 606, we are required to identify the performance obligations in the CDA and to determine the transaction price. The transaction price may include fixed consideration, variable consideration, or both. Variable consideration may only be included in the transaction price if it is probable that a significant reversal of amounts recognized will not occur (referred to as the variable consideration constraint). The Access Realization Fee is considered variable consideration.
Our performance obligation under the CDA Amendment is to "stand-ready" to provide support to XTO, when and as needed, during the term of the CDA Amendment. We estimate the transaction price to be $100.0 million, which is comprised of the $50.0 million Initial Fee and the $50.0 million Access Fee. We are not including any amounts of the Access Realization Fee in the transaction price because of the variable consideration constraint. 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 CDA Amendment which ends on February 28, 2046.
For both of the three months ended September 30, 2026, and 2025, we recorded other operating income of $1.1 3.4 6.2 million, which is included in "Other assets, net" on the Condensed Consolidated Balance Sheets. For the amount of the Initial Fee we earned during the three and nine months ended September 30, 2026, and 2025, we reduced the "Deferred other income, long-term" liability recorded on our Condensed Consolidated Balance Sheets.
As of September 30, 2026, we had $2.3 million recorded in "Other current liabilities" and $41.5 million recorded in "Deferred other income, long-term" on the Condensed Consolidated Balance Sheets for the unearned portion of the Initial Fee. 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 Condensed Consolidated Balance Sheets.
13
Note 9 — DEBT
Revolving Credit Facility—In March 2026, we and certain of our subsidiaries entered into the Successor Agent Amendment and Third Amendment to the Restated Credit Agreement (the "Third Amendment") with a syndicate of lenders, Bank of Montreal, as original administrative agent, and BMO Bank N.A., as successor administrative agent, which amended certain terms of the Amended and Restated Credit Agreement, dated August 1, 2019 (as amended, the "Credit Agreement").
Pursuant to the Third Amendment, the Credit Agreement was amended to, among other things, (i) extend the maturity date of the Credit Agreement to March 30, 2031, (ii) amend certain provisions relating to dispositions to facilitate the sale of Intrepid South, and (iii) update certain other provisions, including financial covenants, to be more favorable to the Company. The amount available under the Third Amendment remains at $150 million.
Borrowings under the revolving credit facility bear interest at the Secured Overnight Financing Rate ("SOFR") plus an applicable margin of 1.50 % to 2.25 % per annum, based on our leverage ratio as calculated in accordance with the revolving credit facility. Borrowings under the revolving credit facility are secured by substantially all of our current and non-current assets, and the obligations under the revolving credit facility are unconditionally guaranteed by several of our subsidiaries.
We occasionally borrow and repay amounts under the revolving credit facility for near-term working capital needs or other purposes and may do so in the future. During the three and nine months ended September 30, 2026, we made no no no no no borrowings outstanding and $0.5 million in outstanding letters of credit under this facility. As of December 31, 2025, we had no borrowings outstanding and no outstanding letters of credit under this facility.
As of September 30, 2026, we were in compliance with all applicable covenants under the revolving credit facility.
Interest Expense—Interest expense is recorded net of any capitalized interest associated with investments in capital projects. We incurred gross interest expense of $0.2 million and $0.6 million for the three and nine months ended September 30, 2026, respectively, and $0.2 million and $0.5 million for the three and nine months ended September 30, 2025, respectively.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Interest expense on finance leases | $ | $ | $ | $ | ||||||||||||||||||||||
| Commitment fee on unused credit facility | ||||||||||||||||||||||||||
| Amortization of deferred financing costs | ||||||||||||||||||||||||||
| Letter of credit fees | ||||||||||||||||||||||||||
| Gross interest expense | ||||||||||||||||||||||||||
| Less capitalized interest | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest expense, net | $ | $ | $ | $ | ||||||||||||||||||||||
14
Note 10 — INTANGIBLE ASSETS
We have water rights, recorded at $2.3
15
Note 11 — ASSET RETIREMENT OBLIGATION
We recognize an estimated liability for future costs associated with the abandonment and reclamation of our mining properties. A liability for the fair value of an asset retirement obligation and a corresponding increase to the carrying value of the related long-lived asset are recorded as the mining operations occur or the assets are acquired.
Our asset retirement obligation is based on the estimated cost to close and reclaim the mining operations, the economic life of the properties, and federal and state regulatory requirements. The liability is discounted using credit adjusted risk-free rate estimates at the time the liability is incurred or when there are upward revisions to estimated costs. The credit adjusted risk-free rates used to discount our reclamation liabilities range from 6.9 % to 12.0 %. Revisions to the liability occur due to construction of new or expanded facilities, changes in estimated closure costs or economic lives, or to reflect new federal or state rules, regulations, or requirements regarding the closure or reclamation of mines.
Following is a table of the changes to our asset retirement obligation for the following periods (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Asset retirement obligation, at beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities settled | ( | ( | ||||||||||||||||||||||||
| Accretion of discount | ||||||||||||||||||||||||||
| Total asset retirement obligation, at end of period | $ | $ | $ | $ | ||||||||||||||||||||||
| Less current portion of asset retirement obligation | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Long-term portion of asset retirement obligation | $ | $ | $ | $ | ||||||||||||||||||||||
The current portion of the asset retirement obligation, if any, is included in "Other current liabilities" on the Condensed Consolidated Balance Sheet as of September 30, 2026, and December 31, 2025.
16
Note 12 — REVENUE
Revenue Recognition—We account for revenue in accordance with ASC 606. Under ASC 606, we recognize revenue when control of the promised goods or services is transferred to customers in an amount that reflects the consideration we expect in exchange for those goods or services. The timing of revenue recognition, billings, and cash collection may result in contract assets or contract liabilities.
Disaggregation of Revenue: The tables below show the disaggregation of revenue by product and reconcile disaggregated revenue to segment revenue for the three and nine months ended September 30, 2026, and 2025. We believe the disaggregation of revenue by products best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic conditions (in thousands):
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||
| Product | Potash Segment | Trio® Segment | Other | Eliminations | Total | |||||||||||||||||||||||||||
| Potash | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Trio® | ||||||||||||||||||||||||||||||||
| Fresh Water | ||||||||||||||||||||||||||||||||
| Salt | ||||||||||||||||||||||||||||||||
| Magnesium Chloride | ||||||||||||||||||||||||||||||||
| Brine Water | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||
| Product | Potash Segment | Trio® Segment | Other | Eliminations | Total | |||||||||||||||||||||||||||
| Potash | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Trio® | ||||||||||||||||||||||||||||||||
| Fresh Water | ||||||||||||||||||||||||||||||||
| Salt | ||||||||||||||||||||||||||||||||
| Magnesium Chloride | ||||||||||||||||||||||||||||||||
| Brine Water | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
17
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| Product | Potash Segment | Trio® Segment | Other | Eliminations | Total | |||||||||||||||||||||||||||
| Potash | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
Trio® | ||||||||||||||||||||||||||||||||
| Fresh Water | ||||||||||||||||||||||||||||||||
| Salt | ||||||||||||||||||||||||||||||||
| Magnesium Chloride | ||||||||||||||||||||||||||||||||
| Brine Water | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| Product | Potash Segment | Trio® Segment | Other | Eliminations | Total | |||||||||||||||||||||||||||
| Potash | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
Trio® | ||||||||||||||||||||||||||||||||
| Fresh Water | ||||||||||||||||||||||||||||||||
| Salt | ||||||||||||||||||||||||||||||||
| Magnesium Chloride | ||||||||||||||||||||||||||||||||
| Brine Water | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
18
Note 13 — COMPENSATION PLANS
Equity Incentive Compensation Plan—Our Board and stockholders adopted a long-term incentive compensation plan called the Intrepid Potash, Inc. Amended and Restated Equity Incentive Plan (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 owners of common stock until vesting and settlement of the RSUs into 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").
As of September 30, 2026, approximately 0.6 million shares remained available for issuance under the Plan.
We recognize stock-based compensation associated with the issuance of RSAs, non-qualified stock options, operational performance-based RSUs, and market-based RSUs by recording 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 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. Expense is recognized using the accelerated recognition method over the required service period, based on the probable number of shares expected to vest. 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 awards that contain both service-based and market-based conditions and market-based RSU awards, 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 generally 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.
Restricted Shares
For the three and nine months ended September 30, 2026, and 2025, the Compensation Committee granted RSAs to non-employee members of our Board, executives and other key employees that contain service conditions. RSAs granted to non-employee Board members vest over one year and RSAs granted to employees vest over three years .
The table below shows the RSA activity for the three and nine months ended September 30, 2026, and 2025.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| Restricted Shares | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Beginning shares outstanding | ||||||||||||||||||||||||||
| Shares granted | ||||||||||||||||||||||||||
| Shares vested | ( | ( | ||||||||||||||||||||||||
| Shares forfeited | ( | ( | ( | |||||||||||||||||||||||
| Ending shares outstanding | ||||||||||||||||||||||||||
During the nine months ended September 30, 2026, the Compensation Committee granted operational performance-based RSUs to executives and certain other key employees which are eligible to vest based upon potash production cost per ton and Trio® production cost per ton for the 2028 calendar year. The operational performance-based RSUs can earn between zero and 200 % of the target number of operational performance-based RSUs granted.
During the nine months ended September 30, 2025, the Compensation Committee granted operational performance-based RSUs to executives and certain other key employees which are eligible to vest based upon potash production cost per ton for the 2027 calendar year. The operational performance-based RSUs can earn between zero and 200 % of the target number of operational performance-based RSUs granted.
The table below shows the operational performance-based RSU activity during the three and nine months ended September 30, 2026, and 2025. The operational performance-based RSUs shown in the table below are at the target number of operational performance-based RSUs granted:
19
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| Operational Performance-Based RSUs | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Beginning units outstanding | ||||||||||||||||||||||||||
| Units granted | ||||||||||||||||||||||||||
| Units vested | ||||||||||||||||||||||||||
| Units forfeited | ( | ( | ||||||||||||||||||||||||
| Ending units outstanding | ||||||||||||||||||||||||||
During the nine months ended September 30, 2026, the Compensation Committee granted market-based RSUs to executives and certain other key employees. The RSUs granted contain a relative total shareholder return ("TSR") market-based condition (referred to as the "2026 rTSR" awards). The 2026 rTSR RSUs are eligible to vest based on our TSR during a three-year period beginning on January 1, 2026 ("2026 award performance period") relative to the TSR during the 2026 award performance period for the individual component companies comprising the Russell 2000 Index on January 1, 2026 ("2026 peer group"). Based on our relative performance against the 2026 peer group, the 2026 rTSR awards may earn between zero and 200 % of the target number of RSUs granted.
During the nine months ended September 30, 2025, the Compensation Committee granted market-based RSUs to certain executives and certain other key employees. The Compensation Committee granted both rTSR awards (the "2025 rTSR" awards) and an absolute TSR market-based condition (referred to as the "aTSR" awards). The 2025 rTSR RSUs are eligible to vest based on our TSR during a three-year period beginning on the grant date of the 2025 rTSR awards ("2025 award performance period") relative to the TSR during the 2025 award performance period for the individual component companies comprising the Russell 2000 Index on the grant date ("2025 peer group"). Based on our relative performance against the 2025 peer group, the 2025 rTSR awards may earn between zero and 200 % of the target number of RSUs granted.
The aTSR RSUs are eligible to vest based on the achievement of certain total price thresholds during a three-year period beginning on the grant date. Once a price threshold is met, one-half of the total RSUs earned for meeting that price threshold vest immediately and one-half of the total RSUs earned vests on the one-year anniversary date of meeting the price threshold.
The table below shows the market-based RSU activity during the three and nine months ended September 30, 2026, and 2025. Market-based RSUs shown in the table below are at the maximum number that can be earned:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| Market-based RSUs | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Beginning units outstanding | ||||||||||||||||||||||||||
| Units granted | ||||||||||||||||||||||||||
| Units vested | ( | ( | ( | ( | ||||||||||||||||||||||
| Units forfeited | ( | ( | ||||||||||||||||||||||||
| Ending units outstanding | ||||||||||||||||||||||||||
The Compensation Committee has not granted any stock options since 2018. The table below shows the summary of all non-qualified stock option activity during the three and nine months ended September 30, 2026, and 2025.
20
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| Non-qualified Stock Options | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Beginning outstanding | ||||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||
| Exercised | ( | ( | ( | |||||||||||||||||||||||
| Forfeited | ( | ( | ||||||||||||||||||||||||
| Expired | ||||||||||||||||||||||||||
| Ending outstanding | ||||||||||||||||||||||||||
Total share-based compensation expenses were $1.5 million and $1.4 million for the three months ended September 30, 2026, and 2025, respectively, and $3.6 million and $3.8 million, for the nine months ended September 30, 2026, and 2025, respectively. As of September 30, 2026, we had $9.6 million of total remaining unrecognized compensation expense related to awards that is expected to be recognized over a weighted-average period of 1.5 years.
Note 14 — INCOME TAXES
Our anticipated annual tax rate is impacted primarily by the amount of taxable income associated with each jurisdiction in which our income is subject to income tax, as well as permanent differences between the financial statement carrying amounts and tax bases of assets and liabilities.
Note 15 — COMMITMENTS AND CONTINGENCIES
Reclamation Deposits and Surety Bonds—As of September 30, 2026, and December 31, 2025, we had $38.2 million and $30.1 million, respectively, of security placed principally with the Bureau of Land Management ("BLM") and the states of Utah and New Mexico for reclamation of our various facilities. As of September 30, 2026, $0.6 million consisted of long-term restricted cash deposits and $37.6 million was secured by surety bonds insured by an insurer. As of December 31, 2025, $0.6 million consisted of long-term restricted cash deposits and $29.5 million was secured by surety bonds issued by an insurer. The restricted cash deposits are included in "Other assets, net" on the Condensed Consolidated Balance Sheets and the surety bonds are held in place by an annual fee paid to the issuer.
We may be required to post additional security to fund future reclamation obligations as reclamation plans are updated or as statutory, regulatory, or other agency requirements change.
Legal—We are subject to claims and legal actions in the ordinary course of business. We expense legal costs as they are incurred. 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.
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 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.
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Water Rights
In 2017 and 2018, the New Mexico Office of the State Engineer ("OSE") granted us preliminary and emergency authorizations to sell approximately 5,700 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 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, 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. If we are not able to repay in-kind with water rights we own due to the lack of remaining water rights or logistical constraints, we may need to purchase water to meet this repayment.
Based on our current assessment, we estimate that costs to satisfy our repayment and other obligations related to this matter will be approximately $5.0 million. Accordingly, during the three months ended June 30, 2026, we recorded a $5.0 million loss contingency associated with this legal matter. However, the ultimate cost of resolving the Pecos River water repayment matter could be significantly higher than our current estimate, depending on the timing and form of the required water repayment. As a result, the final resolution of this matter could have a material adverse effect on our financial condition, results of operations, or cash flows.
False Claims Act Litigation
On October 2, 2026, we were served with a lawsuit filed in the United States District Court for the District of Colorado by a private party on behalf of the United States under the federal False Claims Act. The lawsuit relates to a Paycheck Protection Program loan Intrepid received in 2020 that was subsequently forgiven in 2021. The complaint alleges that the Company was not eligible to certify that the loan was necessary to support its ongoing operations. The plaintiff seeks approximately $10.2 million in alleged damages, which may be tripled under the False Claims Act to approximately $30.6 million, as well as civil penalties, attorneys’ fees, costs and other relief. We dispute the allegations and intend to vigorously defend the lawsuit. Based on the information currently available, we cannot determine the likelihood of an unfavorable outcome and have not recorded a loss contingency related to this matter.
Other Legal Contingencies
In May 2025, we reported to the State of New Mexico that we had an unpermitted discharge of brine at our HB facility. We 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.
We have estimated total contingent liabilities recorded in "Other current liabilities" on the Condensed Consolidated Balance Sheets of $12.3 million as of September 30, 2026. In addition to the amounts accrued for the class action claim, the
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Pecos water rights matter, the unpermitted discharge penalty and the estimated related environmental remediation expenses discussed above, we also have accrued a contingent liability of $1.0 million for various other items.
As of December 31, 2025, we had $7.3 million in contingent liabilities, mainly related to the class action claim, the unpermitted discharge penalty and the estimated related environmental remediation expenses.
Note 16 — FAIR VALUE
We measure our financial assets and liabilities in accordance with ASC Topic 820, Fair Value Measurements and Disclosures. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation at the measurement date:
Level 1 - Quoted market prices in active markets for identical assets or liabilities.
Level 2 - Inputs, other than Level 1, that are either directly or indirectly observable.
Level 3 - Unobservable inputs developed using estimates and assumptions which reflect those that market participants would use.
The classification of fair value measurement within the hierarchy is based upon the lowest level of input that is significant to the measurement.
Other financial instruments consist primarily of cash equivalents, accounts receivable, refundable income taxes, investment securities, accounts payable, accrued liabilities, and, if any, advances under our credit facility. With the exception of investment securities, we believe cost approximates fair value for our financial instruments because of the short-term nature of these instruments.
Cash Equivalents—As of September 30, 2026, we had cash equivalents of $84.7 million. As of December 31, 2025, we had cash equivalents of $5.9 million.
Held-to-Maturity Debt Investments—For the three months ended September 30, 2026, we purchased 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 investments are carried at amortized cost and consist of the following as of September 30, 2026 (amounts in thousands):
| As of September 30, 2026 | ||||||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||||||||||||
| Short-term | ||||||||||||||||||||||||||
| Corporate bonds | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Government bonds | ||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Long-term | ||||||||||||||||||||||||||
| Corporate bonds | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Government bonds | ||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | |||||||||||||||||||||
Our long-term held-to-maturity investments are recorded in "Long-term investments" on the Condensed Consolidated Balance Sheets. As of September 30, 2026, we had $14.5 million in held-to-maturity debt investment securities. As of September 30, 2026, our long-term held-to-maturity investments mature in less than 3 years.
As of December 31, 2025, we did not own any held-to-maturity debt investments.
Investments in Equity Securities—In May 2020, we acquired a non-controlling equity investment in W.D. Von Gonten Laboratories ("WDVGL") for $3.5 million. Initially, we accounted for this investment as an equity investment without a readily determinable fair value and elected to measure our investment, as permitted by GAAP, at cost plus or minus any adjustments for observable changes in prices resulting from orderly transactions for the identical or a similar investment of the same issuer or impairment.
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In July 2022, WDVGL entered into an agreement (the “Purchase Agreement”) with National Energy Services Reunited Corporation (“NESR”), a British Virgin Islands corporation headquartered in Houston, Texas. Under the terms of the Purchase Agreement, WDVGL was combined with the consulting business owned by W.D. Von Gonten (“Consulting”) to form a new entity, W.D. Von Gonten Engineering, LLC (“Engineering”), and NESR purchased Engineering in a majority stock transaction at an agreed upon selling price. NESR stock received from the sale of Engineering was distributed to investors in WDVGL and Consulting in August 2024.
In February 2023, we received $0.2 million in cash for our investment in WDVGL. Initially, we recorded that cash received as a liability because we were required to return the cash to WDVGL if the sale of Engineering to NESR was not finalized. The sale of Engineering to NESR has since been finalized and the recorded value of our investment in WDVGL was reduced to $3.3 million, which is the aggregate cost basis of the total shares of NESR stock we received in August 2024 related to the sale of WDVGL.
As required by ASC Topic 321 - Investments-Equity Securities ("ASC 321"), equity securities were valued at fair value and unrealized gains and losses for investments in equity securities were included in "Other income (expense)" on the Condensed Consolidated Statement of Operations. For the nine months ended September 30, 2025, we recorded an unrealized loss of $0.5 million which was included in "Other income (expense)" on the Condensed Consolidated Statement of Operations.
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 for the nine months ended September 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.
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Note 17 — BUSINESS SEGMENTS
Our operations are organized into two segments: potash and Trio®. We determine reportable segments based on several factors including the types of products and services sold, production processes, markets served and the financial information available for our chief operating decision maker ("CODM"). Our Chief Executive Officer is our CODM, who uses gross margin to evaluate segment performance. We do not allocate corporate selling and administrative expenses, nor other corporate expenses, to the respective segments. Total assets are not presented for each reportable segment as they are not reviewed by, nor otherwise regularly provided to, the CODM.
Intersegment sales prices are market-based and are eliminated in consolidation. Other includes activities that are not attributable to our reportable segments. Information for each segment is provided in the tables that follow (in thousands).
| Three Months Ended September 30, 2026 | Potash | Trio® | Other | Eliminations | Consolidated | |||||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Less: Freight costs | ||||||||||||||||||||||||||||||||
| Warehousing and handling costs | ||||||||||||||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||||||||||||||
| Lower of cost or net realizable value inventory adjustments | ||||||||||||||||||||||||||||||||
| Gross Margin | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Depreciation, depletion, and amortization incurred1 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | Potash | Trio® | Other | Eliminations | Consolidated | |||||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Less: Freight costs | ||||||||||||||||||||||||||||||||
| Warehousing and handling costs | ||||||||||||||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||||||||||||||
| Lower of cost or net realizable value inventory adjustments | ||||||||||||||||||||||||||||||||
| Gross Margin | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Depreciation, depletion, and amortization incurred1 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
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| Three Months Ended September 30, 2025 | Potash | Trio® | Other | Eliminations | Consolidated | |||||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Less: Freight costs | ( | |||||||||||||||||||||||||||||||
| Warehousing and handling costs | ||||||||||||||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||||||||||||||
| Lower of cost or net realizable value inventory adjustments | ||||||||||||||||||||||||||||||||
| Gross Margin (Deficit) | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
Depreciation, depletion, and amortization incurred1 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | Potash | Trio® | Other | Eliminations | Consolidated | |||||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Less: Freight costs | ( | |||||||||||||||||||||||||||||||
| Warehousing and handling costs | ||||||||||||||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||||||||||||||
| Lower of cost or net realizable value inventory adjustments | ||||||||||||||||||||||||||||||||
| Gross Margin (Deficit) | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
Depreciation, depletion and amortization incurred1 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
The following table shows the reconciliation of reportable segment sales to consolidated sales and the reconciliation of segment gross margins to consolidated income before taxes (in thousands):
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| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Total segment sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Elimination of intersegment sales | ( | ( | ||||||||||||||||||||||||
| Total consolidated sales | $ | $ | $ | |||||||||||||||||||||||
| Total segment gross margin | $ | $ | $ | $ | ||||||||||||||||||||||
| Elimination of intersegment sales | ( | ( | ||||||||||||||||||||||||
| Elimination of intersegment expenses | ||||||||||||||||||||||||||
| Unallocated amounts: | ||||||||||||||||||||||||||
| Selling and administrative | ||||||||||||||||||||||||||
| Impairment of long-lived assets | ||||||||||||||||||||||||||
| Loss (gain) on disposal of assets | ( | |||||||||||||||||||||||||
| Accretion of asset retirement obligation | ||||||||||||||||||||||||||
| Other operating income | ( | ( | ( | ( | ||||||||||||||||||||||
| Other operating expense | ||||||||||||||||||||||||||
| Equity in loss of unconsolidated entities | ||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | ||||||||||||||||||||||
| Other non-operating (income) expense | ( | ( | ( | |||||||||||||||||||||||
| Income from continuing operations before income taxes | $ | $ | $ | $ | ||||||||||||||||||||||
Significant components of cost of goods sold are also provided to our CODM to further evaluate segment performance and are shown below (in thousands):
| For the Three Months Ended September 30, 2026 | Potash | Trio® | Other | Total | ||||||||||||||||||||||
| Labor and benefits | $ | $ | $ | $ | ||||||||||||||||||||||
| Maintenance | ||||||||||||||||||||||||||
| Utilities and fuel | ||||||||||||||||||||||||||
| Operating supplies | ||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||
Other1 | ||||||||||||||||||||||||||
| Total cost of goods sold | $ | $ | $ | $ | ||||||||||||||||||||||
| For the Nine Months Ended September 30, 2026 | Potash | Trio® | Other | Total | ||||||||||||||||||||||
| Labor and benefits | $ | $ | $ | $ | ||||||||||||||||||||||
| Maintenance | ||||||||||||||||||||||||||
| Utilities and fuel | ||||||||||||||||||||||||||
| Operating supplies | ||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||
Other1 | ||||||||||||||||||||||||||
| Total cost of goods sold | $ | $ | $ | $ | ||||||||||||||||||||||
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| For the Three Months Ended September 30, 2025 | Potash | Trio® | Other | Total | ||||||||||||||||||||||
| Labor and benefits | $ | $ | $ | $ | ||||||||||||||||||||||
| Maintenance | ||||||||||||||||||||||||||
| Utilities and fuel | ||||||||||||||||||||||||||
| Operating supplies | ||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||
Other1 | ||||||||||||||||||||||||||
| Total cost of goods sold | $ | $ | $ | $ | ||||||||||||||||||||||
| For the Nine Months Ended September 30, 2025 | Potash | Trio® | Other | Total | ||||||||||||||||||||||
| Labor and benefits | $ | $ | $ | $ | ||||||||||||||||||||||
| Maintenance | ||||||||||||||||||||||||||
| Utilities and fuel | ||||||||||||||||||||||||||
| Operating supplies | ||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||
Other1 | ||||||||||||||||||||||||||
| Total cost of goods sold | $ | $ | $ | $ | ||||||||||||||||||||||
1 Other expense includes property taxes, insurance, royalties, and other miscellaneous expenses .
Note 18. — SUBSEQUENT EVENT
In October 2026, the U.S. Department of Agriculture (“USDA”) selected Intrepid to receive approximately $139 million of proposed funding under its Fertilizer Investment and Expansion for Long-Term Domestic Supply (“FIELDS”) Program in connection with a proposed project to construct a sulfate of potash production facility near Carlsbad, New Mexico. The proposed funding is subject to completion of the grant award process and applicable terms and conditions. The Company has not made a final investment decision or received Board approval to proceed with the project.
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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q (this "Quarterly Report") contains forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements in this Quarterly Report other than statements of historical fact are forward-looking statements. Forward-looking statements include statements about, among other things, our future results of operations and financial position, our business strategy and plans, our expected capital investments and our objectives for future operations. In some cases, you can identify these statements by forward-looking words, such as "estimate," "expect," "anticipate," "project," "plan," "intend," "believe," "forecast," "foresee," "likely," "may," "should," "goal," "target," "might," "will," "could," "predict," and "continue." Forward-looking statements are only predictions based on our current knowledge, expectations, and projections about future events.
These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including the following:
•changes in the price, demand, or supply of our products and services;
•challenges and legal proceedings involving the Company;
•our ability to successfully identify and implement any opportunities to grow our business whether through expanded sales of water, Trio®, byproducts, and other non-potassium related products or other revenue diversification activities;
•the costs of, and our ability to successfully execute, any strategic projects;
•declines or changes in agricultural production or fertilizer application rates;
•declines in the use of potassium-related products or water by oil and gas companies in their drilling operations;
•our ability to prevail in outstanding legal proceedings;
•our ability to comply with the terms of our revolving credit facility, including any underlying covenants;
•write-downs of the carrying value of assets, including inventories;
•circumstances that disrupt or limit production, including operational difficulties or variances, geological or geotechnical variances, equipment failures, environmental hazards, and other unexpected events or problems;
•changes in reserve estimates;
•currency fluctuations;
•adverse changes in economic conditions or credit markets;
•the impact of governmental regulations, including environmental and mining regulations, the enforcement of those regulations, and governmental policy changes;
•the impact of tariffs and any potential changes to them we are unable to mitigate;
•adverse weather events, including events affecting precipitation and evaporation rates at our solar solution mines;
•increased labor costs or difficulties in hiring and retaining qualified employees and contractors, including workers with mining, mineral processing, or construction expertise;
•changes in management and the board of directors, and our reliance on key personnel, including our ability to identify, recruit, and retain key personnel;
•changes in the prices of raw materials, including chemicals, natural gas, and power;
•our ability to obtain and maintain any necessary governmental permits or leases relating to current or future operations;
•interruptions in rail or truck transportation services, or fluctuations in the costs of these services;
•our ability to fund necessary capital investments;
•the impact of global conflicts, including the conflict involving Iran and the blockage of the Strait of Hormuz;
•the timing, amount and impact of any repurchases under our stock repurchase program;
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•the impact of global health issues, and other global disruptions on our business, operations, liquidity, financial condition and results of operations; and
•the other risks, uncertainties, and assumptions described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025, this Quarterly Report and in other reports we file with the SEC.
In addition, new risks emerge from time to time. It is not possible for our management to predict all risks that may cause actual results to differ materially from those contained in any forward-looking statements we may make.
In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in these forward-looking statements. As a result, you should not place undue reliance on these forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements to conform those statements to actual results or to reflect new information or future events.
Throughout this Quarterly Report, we refer to average net realized sales price per ton, which is a non-GAAP financial measure. More information about this measure, including a reconciliation of this measure to the most directly comparable GAAP financial measure, is below under the heading "Non-GAAP Financial Measure."
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Company Overview
We are a diversified mineral company that delivers potassium, magnesium, sulfur, salt, and water products essential for customer success in agriculture, animal feed and the oil and gas industry. We are the only U.S. producer of muriate of potash (sometimes referred to as potassium chloride, KCl or potash), which is applied as an essential nutrient for healthy crop development, utilized in several industrial applications, and used as an ingredient in animal feed. In addition, we produce a specialty fertilizer, Trio®, which delivers a low-chloride source of three key nutrients, potassium, magnesium, and sulfate, in a single particle. We also provide water, magnesium chloride, brine, and various oilfield products and services.
Our extraction and production operations are conducted entirely in the continental U.S. We produce potash from three solution mining facilities: our HB solution mine in Carlsbad, New Mexico, our solution mine in Moab, Utah, and our brine recovery mine in Wendover, Utah. We also operate our North compaction facility in Carlsbad, New Mexico, which compacts and granulates product from the HB mine. We produce Trio® from our conventional underground East mine in Carlsbad, New Mexico.
We owned certain land, water rights, federal grazing leases, and other related assets in southeast New Mexico, which we collectively referred to as "Intrepid South." Intrepid South generated revenue primarily from sales of various oilfield-related products and services, including water, brine, surface use and right-of-way agreements, a produced water royalty agreement, and caliche.
In March 2026, our Board of Directors ("Board") approved the sale of Intrepid South, and we determined that the business met the criteria for classification as held for sale and discontinued operations. We received aggregate consideration of $70.0 million related to the transaction, consisting of an $8.0 million deposit received in December 2025 and a $62.0 million payment received at closing on April 1, 2026. Following customary post-close adjustments, the final sales price was $68.9 million. As a result of the transaction, we recorded a gain on sale of Intrepid South before income taxes of $13.3 million for the nine months ended September 30, 2026.
We currently have two reportable segments: potash and Trio®. Through December 31, 2025, our oilfield solutions segment was also a reportable segment. Following the sale of Intrepid South, the oilfield solutions segment is no longer reported as a reportable segment, and all prior-period segment disclosures presented in this Quarterly Report on Form 10-Q have been recast to conform to the current presentation.
We account for the sale of byproducts as revenue in the potash or Trio® segment based on which segment generated the byproduct. Intersegment sales are recorded at market-based prices and eliminated in consolidation.
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Significant Business Trends and Activities
Our financial results have been, or are expected to be, impacted by several significant trends and activities, which are described below. We expect that the trends described below may continue to impact our results of operations, cash flows, and financial position.
• Sale of Intrepid South. In March 2026, our Board of Directors approved the sale of Intrepid South, a component of our business. Intrepid South's assets and liabilities were classified as held for sale, and its results of operations are presented as discontinued operations. The transaction closed on April 1, 2026, and we received gross proceeds of $70.0 million. Following customary post-closing adjustments, the final sales price was $68.9 million. We recorded a gain on sale of Intrepid South before income taxes of $13.3 million for the nine months ended September 30, 2026. See Note 3 to our unaudited Condensed Consolidated Financial Statements for additional information regarding the sale and the presentation of Intrepid South as discontinued operations.
• Potash pricing and demand. Our average net realized potash sales price per ton(1) increased to $394 for the three months ended September 30, 2026, from $381 for the corresponding period in 2025 as we realized the full effect of the first-half potash price increases and sold a greater percentage of our product into feed and industrial markets due to normal seasonality in agricultural markets. Potash sales volumes declined 5% compared to the corresponding period in 2025 due to the timing of shipments in the second half of September.
Our average net realized sales price per ton increased to $372 for the nine months ended September 30, 2026, from $345 for the corresponding period in 2025. Winter fill program pricing for 2026 was $355 per ton, compared to $315 per ton for the 2025 program. Following the successful completion of the winter fill program, list prices increased by $20 per ton in late January 2026 and by an additional $10 per ton in late April 2026. In June 2026, we launched a summer fill program at $385 per ton, with list prices increasing to $395 per ton upon completion of the program. Customer participation in the summer fill program was good, with customers placing orders covering for most of their third-quarter needs. In September 2026, list prices increased by $15 per ton and subsequently by an additional $20 per ton, bringing Midwest reference prices to $430 per ton at month-end, as supportive crop values drove incremental fall potash demand. We expect to realize the most recent $20-per-ton increase on incremental fall sales. Potash pricing continues to be supported by healthy agricultural demand, balanced global supply fundamentals, and the recent India contract settlement, which is supportive of U.S. market prices.
As a small producer, domestic pricing of our potash is influenced principally by the price established by our competitors. The interaction of global potash supply and demand, ocean, land, and barge freight rates, currency fluctuations, and crop commodity values and outlook also influence pricing. Our price expectations could be affected by, among other things, tariffs, weather, planting decisions, rail car availability, commodity price decreases and the price and availability of other potassium products.
Various factors affect potash sales and shipments, which increase the volatility of sales volumes from quarter to quarter and season to season. We experience seasonality in potash demand, with more purchases historically occurring in February through May and September through November when purchasers are looking to have product on hand for the spring and fall application seasons in the U.S. The specific timing of when farmers apply potash remains highly weather dependent and varies across the numerous growing regions within the U.S. The timing of potash sales is also significantly influenced by the marketing programs of potash producers, as well as storage volumes closer to the farm gate.
• Trio® pricing and demand. Our Trio® average net realized sales price per ton(1) increased to $408 for the three months ended September 30, 2026, compared to $402 for the corresponding period in 2025, as pricing for the individual components of Trio®, particularly sulfate and low-chloride potassium, remained supportive. Sales volumes in the three months ended September 30, 2026, were unchanged from the corresponding period in 2025, as customers focused purchases on near-term application needs and deferred inventory-building purchases for the spring 2027 application season.
Our Trio® average net realized sales price per ton increased to $390 during the nine months ended September 30, 2026, from $362 for the corresponding period in 2025, reflecting continued favorable market pricing for the individual nutrient components of Trio®, particularly sulfate and low-chloride potassium.
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Supported by favorable demand for remaining spring application needs, we increased the Trio® list price by $15 per ton to $420 per ton in late March 2026. Effective July 1, 2026, we increased our list price by an additional $10 per ton to $430 per ton. The July price increase was reflected in spot and rail sales during the third quarter of 2026. In early October 2026, we announced a one-week fall fill program, at a list price to $410 per ton for orders to be shipped by year-end. We saw good subscription to the fall fill program with customers committing to historical volumes. Following the close of the fall fill order window, we increased the Trio® list price by $30 per ton to $440 per ton, reflecting our constructive market outlook. We expect the higher price to be reflected in remaining spot sales during the fourth quarter. Our ability to realize these prices may be affected by, among other things, weather, planting decisions, rail car availability, commodity prices, and the price and availability of other potassium products.
We also experience seasonality in domestic Trio® demand, with more purchases coming in the first and second quarters in advance of and during the spring application season in the U.S. In turn, we generally have increased inventory levels in the third and fourth quarters in anticipation of expected demand for the following year.
• Byproduct sales. We sell byproducts that are derived from our potash and Trio® operations. Byproduct sales were $5.8 million and $15.6 million, respectively, during the three and nine months ended September 30, 2026, compared to $6.3 million and $18.9 million, respectively, for the corresponding periods of 2025. Byproduct sales decreased in both periods in 2026, compared to 2025, due to lower sales of salt and magnesium chloride.
Byproduct sales of salt and magnesium chloride during the three and nine months ended September 30, 2026, were negatively impacted by the mild winter and historically low snowfall levels across the western U.S., which reduced demand for deicing products and resulted in higher customer inventory levels entering the second and third quarters. These elevated inventory levels adversely affected shipments during the second and third quarters.
• Tariffs and tensions in the Middle East. Evolving trade policies, including tariffs, and heightened geopolitical tensions in the Middle East could increase input costs and freight and logistics expenses, contribute to volatility in energy markets and supply chain disruptions, and increase broader macroeconomic uncertainty.
• Water sales and other oilfield products and services. Following the sale of Intrepid South, sales of source water and other oilfield products and services are expected to be substantially lower in the remainder of 2026 and in future periods. Excluding Intrepid South, sales of other oilfield products were $1.1 million during the nine months ended September 30, 2026. Total oilfield services sales were $11.4 million during the corresponding period in 2025, primarily reflecting sales attributable to Intrepid South.
• Water Rights Easement with New Mexico State Land Office. The majority of the water we use for our HB and East operations is derived from wells located on state lands, which we access through an easement issued by the New Mexico State Land Office (NMSLO). We are currently operating under a temporary renewal of our water rights easement and are working collaboratively with the NMSLO toward a long‑term renewal of the easement. Based on our ongoing engagement with the NMSLO and the history of our operations, we believe we will be successful in obtaining a long‑term renewal of the easement.
• HB AMAX Cavern. In July 2025, we drilled a sample well into one of the lowest sections of the AMAX mine; however, the brine pool anticipated based on our imaging was not present. Given this outcome, we are continuing our evaluation of options to pursue an injection well and pipeline that would connect the AMAX mine to our HB injection system. Timing of construction will depend on further technical review and quantifying permitting requirements. During 2026, we continued permitting activities and the technical evaluation of AMAX project, and we made the decision to defer additional capital investment 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 have adequate brine sources to maintain production at our HB facility for the next few years. Before committing additional capital, we are working 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.
(1) Average net realized sales price per ton is a non-GAAP financial measure. More information about this non-GAAP financial measure is below under the heading "Non-GAAP Financial Measure."
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Consolidated Results
| (in thousands, except per ton amounts) | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
Sales1 | $ | 51,034 | $ | 50,807 | $ | 216,404 | $ | 212,870 | ||||||||||||||||||
| Cost of goods sold | $ | 30,803 | $ | 31,261 | $ | 126,090 | $ | 130,782 | ||||||||||||||||||
| Gross Margin | $ | 10,041 | $ | 9,952 | $ | 44,362 | $ | 35,634 | ||||||||||||||||||
| Selling and administrative | $ | 9,679 | $ | 8,992 | $ | 30,974 | $ | 27,072 | ||||||||||||||||||
| Net Income from Continuing Operations | $ | 1,732 | $ | 729 | $ | 11,008 | $ | 5,533 | ||||||||||||||||||
| Net Income from Discontinued Operations, Net of Tax | $ | — | 3,016 | 13,719 | 6,081 | |||||||||||||||||||||
| Net Income | $ | 1,732 | $ | 3,745 | $ | 24,727 | $ | 11,614 | ||||||||||||||||||
Average net realized sales price per ton2 | ||||||||||||||||||||||||||
| Potash | $ | 394 | $ | 381 | $ | 372 | $ | 345 | ||||||||||||||||||
Trio® | $ | 408 | $ | 402 | $ | 390 | $ | 362 | ||||||||||||||||||
1Sales include sales of byproducts which were $5.8 million and $6.3 million for the three months ended September 30, 2026, and 2025, respectively, and $15.6 million and $18.9 million for the nine months ended September 30, 2026, and 2025, respectively.
2Average net realized sales price per ton is a non-GAAP financial measure. More information about this non-GAAP financial measure is below under the heading "Non-GAAP Financial Measure."
Consolidated Results for the Three Months Ended September 30, 2026, and 2025
Sales
Our total sales were $51.0 million for the three months ended September 30, 2026, compared to $50.8 million for the corresponding period in 2025. The increase in sales was primarily attributable to a $1.0 million increase in Trio® segment sales and a $0.5 million increase in other water sales, partially offset by a $1.2 million decrease in potash segment sales.
Potash segment sales decreased $1.2 million, or 4%, to $31.3 million for the three months ended September 30, 2026, compared to $32.5 million for the same corresponding period in 2025. The decrease was primarily attributable to lower potash sales volumes and lower byproduct sales, partially offset by higher average net realized sales prices. Potash sales volumes decreased 5% to 59,000 tons, while our average net realized sales price per ton increased 3% to $394 from $381. Potash segment byproduct sales decreased $0.6 million to $5.5 million from $6.2 million. The decrease was primarily attributable to lower salt and brine water sales.
Trio® segment sales increased $1.0 million, or 5%, to $19.1 million for the three months ended September 30, 2026, compared to $18.1 million for the same corresponding period in 2025. The increase was primarily attributable to a $0.9 million increase in Trio® sales and a $0.1 million increase in Trio® segment byproduct sales. Trio® sales increased primarily due to a 1% increase in our average net realized sales price per ton from $402 to $408, reflecting continued supportive pricing for the individual nutrient components of Trio®, particularly sulfate and potassium. Trio® sales volumes were 36,000 tons in both periods.
Cost of Goods Sold
Our total cost of goods sold decreased $0.5 million, or 1%, to $30.8 million for the three months ended September 30, 2026, compared to $31.3 million for the same corresponding period in 2025. The decrease was primarily attributable to a $1.2
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million decrease in Trio® segment cost of goods sold and a $0.9 million decrease in other cost of goods sold, partially offset by a $1.6 million increase in potash segment cost of goods sold.
Potash segment cost of goods sold increased $1.6 million, or 8%, to $22.7 million despite a 5% decrease in potash sales volumes compared to the prior-year period. The increase was primarily attributable to a higher cost per ton sold resulting from a lower proportion of potash tons sold from our lowest-cost facility compared to the same corresponding period in 2025.
Trio® segment cost of goods sold decreased $1.2 million, or 13%, to $8.1 million, while Trio® sales volumes were unchanged compared to the prior-year period. The decrease was primarily attributable to a favorable product mix, as a lower proportion of tons sold consisted of our premium product, which has a higher weighted-average carrying cost per ton.
Lower of Cost or Net Realizable Value Inventory Adjustments
During the three months ended September 30, 2026, we recorded $0.2 million of lower of cost or net realizable value inventory adjustments in our potash segment compared to $0.4 million during the corresponding period in 2025.
Gross Margin
Gross margin was relatively unchanged at $10.0 million for the three months ended September 30, 2026, and 2025, as higher average net realized sales prices per ton for both potash and Trio® and a lower weighted-average carrying cost per ton sold for Trio® were largely offset by higher potash cost of goods sold.
Selling and Administrative Expenses
Selling and administrative expenses increased $0.7 million, or 8%, to $9.7 million for the three months ended September 30, 2026, compared to the same corresponding period in 2025. The increase was primarily attributable to increased labor and benefits expenses.
Net Income from Continuing Operations
Net income from continuing operations increased $1.0 million to $1.7 million for the three months ended September 30, 2026, compared to $0.7 million for the corresponding period in 2025. The increase was primarily attributable to the factors discussed above.
Consolidated Results for the Nine Months Ended September 30, 2026, and 2025
Sales
Total sales increased $3.5 million, or 2%, to $216.4 million for the nine months ended September 30, 2026, compared to $212.9 million for the same corresponding period in 2025. The increase was primarily attributable to a $6.2 million increase in Trio® segment sales, partially offset by a $2.0 million decrease in potash segment sales and a $0.8 million decrease in other sales.
Trio® segment sales increased $6.2 million, or 6%, to $107.3 million, primarily due to a $6.0 million increase in Trio® sales and a $0.2 million increase in Trio® segment byproduct sales. The increase in Trio® sales was primarily attributable to an 8% increase in our average net realized sales price per ton, reflecting continued supportive pricing for the individual nutrient components of Trio®, particularly sulfate and potassium. The benefit of higher average net realized sales prices was partially offset by a 1% decrease in Trio® sales volumes.
Potash segment sales decreased $2.0 million, or 2%, to $108.0 million, primarily due to a $3.5 million decrease in potash segment byproduct sales, partially offset by a $1.5 million increase in potash sales. The increase in potash sales was primarily attributable to an 8% increase in our average net realized sales price per ton, partially offset by a 4% decrease in potash sales volumes.
Total byproduct sales, which are recorded in either our potash segment or Trio® segment, decreased $3.3 million for the nine months ended September 30, 2026, compared to the same corresponding period in 2025. The decrease was primarily attributable to a $2.1 million decrease in salt sales and a $1.3 million decrease in magnesium chloride sales, partially offset by an increase of $0.1 million in brine sales. Salt and magnesium chloride sales decreased primarily due to mild winter weather and historically low snowfall in the western U.S., which reduced demand during the first quarter of 2026 and resulted in higher customer inventory levels entering the second quarter.
Cost of Goods Sold
Cost of goods sold decreased $4.7 million, or 4%, to $126.1 million for the nine months ended September 30, 2026, compared to $130.8 million for the corresponding period in 2025. The decrease was primarily attributable to a $4.8 million
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decrease in Trio® segment cost of goods sold and a $2.3 million decrease in other cost of goods sold, partially offset by a $2.4 million increase in potash segment cost of goods sold.
Trio® segment cost of goods sold decreased $4.8 million, or 9%, to $46.8 million for the nine months ended September 30, 2026, compared to the same corresponding period in 2025. The decrease was primarily attributable to a 1% decrease in Trio® sales volumes and a lower weighted-average carrying cost per ton sold. The lower weighted-average carrying cost per ton sold was primarily attributable to product mix and lower per-ton production costs. A lower proportion of tons sold consisted of premium product, which has a higher weighted-average carrying cost per ton. In addition, Trio® production volumes increased 12%, primarily due to the new continuous miner commissioned in early 2026 and ongoing plant optimization projects. Because a significant portion of our Trio® production costs are fixed, higher production volumes reduced our per-ton production costs and weighted-average carrying cost per ton sold.
Potash segment cost of goods sold increased $2.4 million, or 3%, to $78.9 million despite a 4% decrease in potash sales volumes. The increase was primarily attributable to higher production costs including depreciation and depletion expense and selling a lower proportion of potash tons from our lowest-cost facility compared to the corresponding period in 2025.
Other cost of goods sold decreased by $2.3 million, or 85%, during the nine months ended September 30, 2026, compared to the same corresponding period in 2025. The decrease was primarily attributable to lower water sales from our Caprock water rights, as water sales decreased 32% compared to the corresponding period in 2025.
Lower of Cost or Net Realizable Value Inventory Adjustments
During the nine months ended September 30, 2026, we recorded $1.3 million of lower of cost or net realizable value inventory adjustments in our potash segment, compared to $2.2 million during the corresponding period in 2025.
Gross Margin
Gross margin increased $8.7 million, or 24%, to $44.4 million for the nine months ended September 30, 2026, compared to $35.6 million for the corresponding period in 2025. The increase was primarily attributable to higher average net realized sales prices per ton for both potash and Trio® and a lower weighted-average carrying cost per ton sold for Trio®, partially offset by higher potash cost of goods sold.
Selling and Administrative Expenses
During the nine months ended September 30, 2026, selling and administrative expenses increased $3.9 million, or 14%, to $31.0 million, compared to $27.1 million for the corresponding period in 2025. The increase was primarily attributable to a $2.0 million increase in labor and benefits expense, a $1.4 million increase in severance-related costs, and a $1.2 million increase in professional services expense, partially offset by lower legal fees. The increase in labor and benefits expense was primarily attributable to additional employee headcount and higher incentive compensation expense resulting from stronger performance relative to the metrics underlying our incentive compensation programs. The increase in professional services expense reflected greater use of external consultants.
Impairment Expense
No impairment expense was recognized during the nine months ended September 30, 2026. During the same corresponding period in 2025, we recognized impairment expense of $1.9 million related to certain assets within our Trio® segment. The fair value of these assets was estimated using the expected proceeds received in an orderly sale of the assets.
Discontinued Operations
In March 2026, our Board approved the sale of Intrepid South. The transaction closed on April 1, 2026, and we received gross proceeds of $70.0 million. Following customary post-closing adjustments, the final sales price was $68.9 million. As a result of the transaction, we recognized a gain on sale of Intrepid South before income taxes of $13.3 million for the nine months ended September 30, 2026. See Note 3 to the Condensed Consolidated Financial Statements for further information.
Income Tax Expense
Income tax expense from continuing operations was approximately $0.1 million for the nine months ended September 30, 2026, compared to $0.5 million for the same corresponding period in 2025. As of September 30, 2026, we continued to maintain a full valuation allowance against our deferred tax assets.
Net Income from Continuing Operations
Net income from continuing operations increased $5.5 million, or 99%, to $11.0 million for the nine months ended September 30, 2026, compared to $5.5 million for the same corresponding period in 2025. The increase was primarily attributable to the factors discussed above.
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Potash Segment
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands, except per ton amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
Sales1 | $ | 31,281 | $ | 32,479 | $ | 108,002 | $ | 110,050 | ||||||||||||||||||
| Less: Freight costs | 3,013 | 3,146 | 11,090 | 12,592 | ||||||||||||||||||||||
| Warehousing and handling costs | 1,747 | 1,613 | 5,086 | 5,142 | ||||||||||||||||||||||
| Cost of goods sold | 22,685 | 21,050 | 78,913 | 76,531 | ||||||||||||||||||||||
| Lower of cost or net realizable value inventory adjustments | 247 | 406 | 1,339 | 2,160 | ||||||||||||||||||||||
| Gross Margin | $ | 3,589 | $ | 6,264 | $ | 11,574 | $ | 13,625 | ||||||||||||||||||
Depreciation, depletion, and amortization incurred2 | $ | 7,495 | $ | 7,275 | $ | 23,658 | $ | 22,828 | ||||||||||||||||||
| Potash sales volumes (in thousands of tons) | 59 | 62 | 224 | 234 | ||||||||||||||||||||||
| Potash production volumes (in thousands of tons) | 34 | 41 | 191 | 178 | ||||||||||||||||||||||
Average potash net realized sales price per ton3 | $ | 394 | $ | 381 | $ | 372 | $ | 345 | ||||||||||||||||||
1 Sales include sales of byproducts of $5.5 million and $6.2 million for the three months ended September 30, 2026, and 2025, respectively, and $15.1 million and $18.6 million for the nine months ended September 30, 2026, and 2025, respectively.
2 Depreciation, depletion, and amortization incurred excludes depreciation, depletion, and amortization amounts absorbed in or (relieved from) inventory.
3Average net realized sales price per ton is a non-GAAP financial measure. More information about this measure is below under the heading "Non-GAAP Financial Measure."
Three Months Ended September 30, 2026, and 2025
Potash segment sales decreased $1.2 million, or 4%, to $31.3 million for the three months ended September 30, 2026, compared to $32.5 million for the same corresponding period in 2025. The decrease was driven by a $0.5 million decrease in potash sales and a $0.6 million decline in potash segment byproduct sales.
Potash sales declined $0.5 million, or 2%, to $25.8 million for the three months ended September 30, 2026, compared to $26.3 million for the same corresponding period in 2025, as a 5% reduction in potash sales volumes more than offset a 3% increase in average net realized sales prices. The increase in average net realized sales price per ton was primarily driven by higher winter fill program pricing, with 2026 program prices exceeding those offered under the 2025 winter fill program by approximately $40 per ton. The favorable pricing environment continued through to the third quarter of 2026.
Potash segment byproduct sales decreased $0.6 million, or 10%, to $5.5 million for the three months ended September 30, 2026, compared to $6.2 million for the same corresponding period in 2025. The decrease resulted primarily from lower salt and brine water sales.
Freight expense recorded in the potash segment decreased 4% in the three months ended September 30, 2026, compared to the same corresponding period in 2025, primarily due to a 5% decrease in potash tons sold. Freight expense is also impacted by the geographic mix of sales, the percentage of customers arranging for and paying their own freight costs, and the relative proportion of shipments transported by rail and truck.
Potash cost of goods sold increased by $1.6 million, or 8%, to $22.7 million for the three months ended September 30, 2026, compared to $21.1 million for the same corresponding period in 2025, despite a 5% decline in potash tons sold. The increase was primarily attributable to a higher cost per ton sold resulting from a lower proportion of potash tons sold from our lowest-cost facility compared to the same corresponding period in 2025.
For the three months ended September 30, 2026, we recorded $0.2 million of lower of cost or net realizable value inventory adjustments in our potash segment, compared to $0.4 million for the same corresponding period in 2025. The 2026 adjustment was attributable to the weighted-average carrying cost per ton of certain potash inventory at our HB facility exceeding its forecasted net realizable sales value.
Our potash segment gross margin decreased $2.7 million, or 43%, to $3.6 million for the three months ended September 30, 2026, compared to $6.3 million for the same corresponding period in 2025, primarily as a result of the factors discussed above.
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Nine Months Ended September 30, 2026, and 2025
Total sales in the potash segment decreased $2.0 million, or 2%, to $108.0 million for the nine months ended September 30, 2026, compared to $110.1 million for the same corresponding period in 2025, as a $3.5 million decrease in potash segment byproduct sales was partially offset by a $1.5 million increase in potash sales.
Potash sales increased $1.5 million, or 2%, to $92.9 million for the nine months ended September 30, 2026, compared to $91.4 million for the same corresponding period in 2025, as an 8% increase in average net realized sales price more than offset a 4% decrease in sales volumes. Average net realized sales prices benefited from higher potash list prices to begin 2026 relative to potash list prices to begin 2025.
Potash segment byproduct sales decreased $3.5 million, or 19%, to $15.1 million for the nine months ended September 30, 2026, compared to $18.6 million for the same corresponding period in 2025, reflecting a $2.3 million decrease in salt sales and a $1.3 million decrease in magnesium chloride sales. Mild winter weather and historically low snowfall in the western U.S. reduced demand for salt and magnesium chloride during the first quarter of 2026 and resulted in higher customer inventory levels entering the second quarter.
Potash segment freight expense decreased 12% in the nine months ended September 30, 2026, compared to the corresponding period in 2025, reflecting lower shipment volumes, including a 4% decrease in potash sales volumes and a 20% decrease in salt sales volumes. Freight expense within the potash segment is also affected by the geographic distribution of sales, the percentage of customers arranging for and paying their own freight costs, and the relative mix of rail and truck transportation.
Potash segment cost of goods sold increased $2.4 million, or 3%, to $78.9 million for the nine months ended September 30, 2026, compared to $76.5 million for the same corresponding period in 2025, despite a 4% decrease in potash tons sold. The increase was primarily attributable to higher production costs, including depreciation and depletion expense, and selling a lower proportion of potash tons from our lowest-cost facility compared to the corresponding period in 2025.
For the nine months ended September 30, 2026, we recorded lower of cost or net realizable value inventory adjustments of $1.3 million in our potash segment because the weighted average carrying cost per ton for inventoried potash products exceeded their forecasted average net realizable sales. This compares to $2.2 million in lower of cost or net realizable value inventory adjustments recorded in the same corresponding period in 2025.
Potash segment gross margin decreased $2.1 million, or 15%, to $11.6 million for the nine months ended September 30, 2026, compared to $13.6 million for the same corresponding period in 2025, due to the factors discussed above.
Additional Information Relating to Potash
The table below shows our potash sales mix for the three and nine months ended September 30, 2026, and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Agricultural | 67% | 72% | 74% | 78% | ||||||||||||||||||||||
| Industrial | 8% | 7% | 5% | 4% | ||||||||||||||||||||||
| Feed | 25% | 21% | 21% | 18% | ||||||||||||||||||||||
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Trio® Segment
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands, except per ton amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
Sales1 | $ | 19,064 | $ | 18,094 | $ | 107,325 | $ | 101,148 | ||||||||||||||||||
| Less: Freight costs | 4,124 | 3,473 | 23,827 | 22,646 | ||||||||||||||||||||||
| Warehousing and handling costs | 1,059 | 996 | 4,610 | 4,071 | ||||||||||||||||||||||
| Cost of goods sold | 8,051 | 9,255 | 46,777 | 51,541 | ||||||||||||||||||||||
| Gross Margin | $ | 5,830 | $ | 4,370 | $ | 32,111 | $ | 22,890 | ||||||||||||||||||
Depreciation, depletion, and amortization incurred2 | $ | 1,038 | $ | 824 | $ | 2,989 | $ | 2,538 | ||||||||||||||||||
| Sales volumes (in thousands of tons) | 36 | 36 | 213 | 216 | ||||||||||||||||||||||
| Production volumes (in thousands of tons) | 83 | 70 | 227 | 202 | ||||||||||||||||||||||
Average Trio® net realized sales price per ton3 | $ | 408 | $ | 402 | $ | 390 | $ | 362 | ||||||||||||||||||
1 Sales include sales of byproducts of $0.2 million for both the three months ended September 30, 2026, and 2025, and $0.5 million and $0.3 million for the nine months ended September 30, 2026, and 2025, respectively.
2 Depreciation, depletion, and amortization incurred excludes depreciation, depletion, and amortization amounts absorbed in or (relieved from) inventory.
3Average net realized sales price per ton is a non-GAAP financial measure. More information about this measure is below under the heading "Non-GAAP Financial Measure."
Three Months Ended September 30, 2026, and 2025
Trio® segment sales increased $1.0 million, or 5%, to $19.1 million for the three months ended September 30, 2026, compared to $18.1 million for the same corresponding period in 2025, primarily due to a $0.9 million increase in Trio® sales and a $0.1 million increase in byproduct sales. Trio® sales increased primarily due to a 1% increase in our average net realized sales price per ton from $402 to $408, reflecting continued supportive prices of the individual nutrient components of Trio®, particularly sulfate and low-chloride potassium. Trio® sales volumes were 36,000 tons in both periods.
Trio® freight costs increased $0.7 million, or 19%, to $4.1 million for the three months ended September 30, 2026, compared to $3.5 million for the same corresponding period in 2025, notwithstanding flat sales volumes. The increase was primarily driven by increased fuel surcharge expenses on rail shipments and the geographic distribution of sales. Freight expense within the Trio® segment is also impacted by the percentage of customers arranging for and paying their own freight costs.
Trio® cost of goods sold decreased $1.2 million, or 13%, to $8.1 million for the three months ended September 30, 2026, compared to $9.3 million for the same corresponding period in 2025, while Trio® sales volumes were unchanged. The decrease was primarily attributable to a favorable product mix, as a lower proportion of tons sold consisted of our premium product, which has a higher weighted-average carrying cost per ton.
Trio® segment gross margin increased to $5.8 million for the three months ended September 30, 2026, from $4.4 million for the same corresponding period in 2025, primarily reflecting higher average net realized sales price per ton and lower cost of goods sold per ton.
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Nine Months Ended September 30, 2026, and 2025
Trio® segment sales increased $6.2 million, or 6%, to $107.3 million for the nine months ended September 30, 2026, compared to $101.1 million for the same corresponding period in 2025, driven by a $6.0 million increase in Trio® sales and a $0.2 million increase in byproduct sales. The increase in Trio® sales primarily reflected an 8% increase in average net realized sales price per ton due to continued supportive prices of the individual nutrient components of Trio®, particularly sulfate and low-chloride potassium. The benefit of higher pricing was partially offset by a 1% decline in sales volumes.
Trio® freight costs increased $1.2 million, or 5%, to $23.8 million for the nine months ended September 30, 2026, compared to $22.6 million for the same corresponding period in 2025, notwithstanding a 1% decline in Trio® sales volumes. The increase was primarily driven by increased fuel surcharge expenses on rail shipments and the geographic distribution of sales. Freight expense within the Trio® segment is also impacted by the percentage of customers arranging for and paying their own freight costs.
Trio® cost of goods sold decreased $4.8 million, or 9%, to $46.8 million for the nine months ended September 30, 2026, compared to $51.5 million for the same corresponding period in 2025, primarily reflecting lower sales volumes and a favorable product mix, as a lower proportion of tons sold consisted of our premium product, which has a higher weighted-average carrying cost per ton. In addition, higher production volumes improved fixed-cost absorption by spreading fixed production costs over a greater number of tons, resulting in lower production costs per ton.
Trio® segment gross margin increased $9.2 million, or 40%, to $32.1 million for the nine months ended September 30, 2026, compared to $22.9 million for the same corresponding period in 2025, primarily due to higher average net realized sales prices and lower cost of goods sold per ton, as discussed above.
Additional Information Relating to Trio®
The table below shows the percentage of Trio® tons sold into the domestic and export markets during the three and nine months ended September 30, 2026, and 2025.
| United States | Export | |||||||||||||
| For the Three Months Ended September 30, 2026 | 92% | 8% | ||||||||||||
| For the Nine Months Ended September 30, 2026 | 88% | 12% | ||||||||||||
| For the Three Months Ended September 30, 2025 | 89% | 11% | ||||||||||||
| For the Nine Months Ended September 30, 2025 | 90% | 10% | ||||||||||||
Other
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Sales | $ | 689 | $ | 274 | $ | 1,077 | $ | 1,829 | ||||||||||||||||||
| Less: Cost of goods sold | 67 | 956 | 400 | 2,710 | ||||||||||||||||||||||
| Gross Margin (Deficit) | $ | 622 | $ | (682) | $ | 677 | $ | (881) | ||||||||||||||||||
| Depreciation, depletion, and amortization incurred | $ | 567 | $ | 744 | $ | 1,704 | $ | 2,279 | ||||||||||||||||||
Three and Nine Months Ended September 30, 2026, and 2025
In March 2026, our Board approved the sale of Intrepid South, a component of our business. Intrepid South's assets and liabilities were classified as held for sale, and its results of operations are presented as discontinued operations. The sale closed on April 1, 2026, and we received gross proceeds of $70.0 million. Following customary post-closing adjustments, the final sales price was $68.9 million. As a result of the transaction, we recognized a gain on sale of Intrepid South before income taxes of $13.3 million during the nine months ended September 30, 2026. See Note 3 to the Condensed Consolidated Financial Statements for further information.
Our other category, which is not a reportable segment, includes sales of water from our Caprock water rights for the three and nine months ended September 30, 2026, and 2025. Cost of goods sold primarily consists of costs associated with selling water from our Caprock water rights, including depreciation expense related to water transportation infrastructure.
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Specific Factors Affecting Our Results
Sales
Our gross sales are derived from the sales of potash, Trio®, water, salt, magnesium chloride, and brine water. Total sales are determined by the quantities of products we sell and the sales prices we realize. For potash, Trio®, and salt, we quote prices to customers both on a delivered basis and on the basis of pick-up at our plants and warehouses. We incur freight costs on most of our potash, Trio® and salt sales, but some customers arrange and pay for their own freight directly. When we arrange and pay for freight, our quotes and billings are based on expected freight costs to the points of delivery. When we calculate our potash and Trio® average net realized sales price per ton, we deduct any freight costs included in sales before dividing by the number of tons sold. We believe the deduction of freight costs provides a more representative measure of our performance in the market due to variations caused by ongoing changes in the proportion of customers paying for their own freight, the geographic distribution of our products, and freight rates. Freight rates have been increasing, and if we are unable to pass the increased freight costs on to the customer, our average net realized sales price per ton is negatively affected. We manage our sales and marketing operations centrally, and we work to achieve the highest average net realized sales price per ton we can by evaluating the product needs of our customers and associated logistics and then determining which of our production facilities can best satisfy these needs.
The volume of products we sell is determined by demand for our products and by our production capabilities. We operate our potash and Trio® facilities at production levels that approximate expected demand and consider current inventory levels and expect to continue to do so for the foreseeable future.
Cost of Goods Sold
Our cost of goods sold reflects the costs to produce our products. Many of our production costs are largely fixed and, consequently, our cost of sales per ton on a facility-by-facility basis tends to move inversely with the number of tons we produce, within the context of normal production levels. Our principal production costs include labor and employee benefits, maintenance materials, contract labor, and materials for operating or maintenance projects, natural gas, electricity, operating supplies, chemicals, depreciation and depletion, royalties, and leasing costs. Certain elements of our cost structure associated with contract labor, consumable operating supplies, reagents, and royalties are variable, but these variable elements make up a smaller component of our total cost structure. Our costs often vary from period to period based on the fluctuation of inventory, sales, and production levels at our facilities.
Our production costs per ton are also impacted when our production levels change due to factors such as changes in the grade of ore delivered to the plant, levels of mine development, plant operating performance, and downtime. Because all of our potash is produced using solar evaporation, weather has a significant impact on our potash production. We expect that our labor and contract labor costs in Carlsbad, New Mexico, will continue to be influenced most directly by the demand for labor in the local region where we compete for labor with another fertilizer company, companies in the oil and gas industry, and a nuclear waste processing and storage facility.
We pay royalties to federal, state, and private lessors under our mineral leases. These payments typically equal a percentage of sales (less freight) of minerals extracted and sold under the applicable lease. In some cases, federal royalties for potash are paid on a sliding scale that varies with the grade of ore extracted. For both the three and nine months ended September 30, 2026, our average royalty rate for potash and Trio® combined sales (less combined freight expenses) was 4.6%. For the three and nine months ended September 30, 2025, our average royalty rate for potash and Trio® sales combined (less combined freight expenses) was 4.9% and 5.0%, respectively.
Income Taxes
We are subject to federal and state income taxes on our taxable income. Our effective tax rate from continuing operations for the nine months ended September 30, 2026, was 1.0 %. Our effective tax rate from continuing operations differed from the statutory rate during this period due to the valuation allowance established to offset our deferred tax assets. Our effective tax rate from continuing operations for the nine months ended September 30, 2025, was 9.0 %. Our effective tax rate from continuing operations differed from the statutory rate during this period due to the valuation allowance established to offset our deferred tax assets.
Our federal and state income tax returns are subject to examination by federal and state tax authorities.
For the nine months ended September 30, 2026, we incurred $0.1 million of income tax expense from continuing operations. For the nine months ended September 30, 2025, we incurred $0.5 million of income tax expense from continuing operations.
We evaluate our deferred tax assets and liabilities each reporting period using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax liability or asset is expected to be settled or realized. The estimated statutory income tax rates that are applied to our current and deferred income tax calculations are impacted most significantly
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by the states in which we conduct business. Changing business conditions for normal business transactions and operations, as well as changes to state tax rates and apportionment laws, potentially alter our apportionment of income among the states for income tax purposes. These changes in apportionment laws result in changes in the calculation of our current and deferred income taxes, including the valuation of our deferred tax assets and liabilities. The effects of any such changes are recorded in the period of the adjustment. These adjustments can increase or decrease the net deferred tax asset on our Condensed Consolidated Balance Sheets and thus increase or decrease the deferred tax benefit or deferred income tax expense on the income statement.
As of September 30, 2026, 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 concluded that it is more likely than not that our deferred tax assets will not be realized. Thus, we continue to have a full valuation allowance as of September 30, 2026. 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.
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Capital Investments
During the nine months ended September 30, 2026, cash paid for property, plant, equipment, mineral properties, intangible and other assets was $24.9 million.
We expect to make capital investments in 2026 of approximately $45 million, with the majority of this being sustaining capital. We may adjust our investment plans as our expectations for 2026 change. We anticipate our 2026 operating plans and capital programs will be funded out of operating cash flows and existing cash. We may also use our revolving credit facility, to the extent available, to fund capital investments.
Liquidity and Capital Resources
As of September 30, 2026, we had cash and cash equivalents of $152.3 million, compared to $83.5 million at December 31, 2025. The increase in our cash balance during 2026 was primarily due to the sale of Intrepid South in April 2026, the proceeds of which are included in cash flows from discontinued operations, together with improved operating cash flows resulting from higher average net realized sales prices for both potash and Trio®.
Our operations have primarily been funded from cash on hand, cash generated by operations, borrowings under our revolving credit facility, and proceeds from debt and equity offerings. We continue to evaluate our expected sources and uses of cash and may modify our capital as determined by our Board. We may also seek additional liquidity through debt or equity financings, subject to market conditions and the terms of our existing revolving credit facility, although there can be no assurance that such financing will be available on acceptable terms, or at all. Based on our current cash balances, availability under our revolving credit facility, and the expected cash flows from operations, we believe we have sufficient liquidity to meet our obligations for at least the next twelve months.
The following summarizes our cash flow activity from continuing operations for the nine months ended September 30, 2026, and 2025 (in thousands):
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash flows provided by continuing operating activities | $ | 50,546 | $ | 37,321 | ||||||||||
| Cash flows used in continuing investing activities | $ | (39,418) | $ | (14,349) | ||||||||||
| Cash flows used in continuing financing activities | $ | (3,905) | $ | 217 | ||||||||||
Operating Activities
Net cash provided by continuing operating activities increased $13.2 million to $50.5 million for the nine months ended September 30, 2026, compared to $37.3 million for the corresponding period in 2025. The increase was primarily attributable to higher income from continuing operations and favorable changes in working capital, partially offset by other changes in noncash operating items.
Investing Activities
Net cash used in investing activities from continuing operations increased $25.1 million to $39.4 million for the nine months ended September 30, 2026, compared to $14.3 million for the same corresponding period in 2025, primarily due to higher capital expenditures and increased purchases of held-to-maturity debt investments.
Financing Activities
Net cash used in financing activities from continuing operations increased $4.1 million for the nine months ended September 30, 2026, compared to the same corresponding period in 2025. The increase was primarily attributable to $0.8 million of capitalized debt fees incurred in connection with the amendment and extension of our revolving credit facility, $0.8 million of common stock repurchases, higher payments on finance lease obligations, and higher employee tax withholding payments related to vesting of restricted stock awards.
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Revolving Credit Facility—In March 2026, we and certain of our subsidiaries entered into the Successor Agent Amendment and Third Amendment to the Restated Credit Agreement (the "Third Amendment") with a syndicate of lenders, Bank of Montreal, as original administrative agent, and BMO Bank N.A., as successor administrative agent, which amended certain terms of the Amended and Restated Credit Agreement, dated August 1, 2019 (as amended, the "Credit Agreement").
Pursuant to the Third Amendment, the Credit Agreement was amended to, among other things, (i) appoint such duties, rights, and obligations of the Administrative Agent (as defined in the Credit Agreement) to BMO Bank N.A., (ii) extend the maturity date of the Credit Agreement to March 30, 2031, (iii) amend certain provisions relating to dispositions to facilitate the sale of Intrepid South, and (iv) update certain other provisions, including financial covenants, to be more favorable to the Company. The amount available under the Third Amendment remains the same at $150 million.
Borrowings under the revolving credit facility bear interest at the Secured Overnight Financing Rate ("SOFR") plus an applicable margin of 1.50% to 2.25% per annum, based on our leverage ratio as calculated in accordance with the revolving credit facility. Borrowings under the revolving credit facility are secured by substantially all of our current and non-current assets, and the obligations under the revolving credit facility are unconditionally guaranteed by several of our subsidiaries.
We occasionally borrow and repay amounts under the revolving credit facility for near-term working capital needs or other purposes and may do so in the future. During the three and nine months ended September 30, 2026, we made no borrowings and made no repayments under the revolving credit facility. During the three and nine months ended September 30, 2025, we made no borrowings and made no repayments under the revolving credit facility. As of September 30, 2026, we had no borrowings outstanding and $0.5 million in outstanding letters of credit under this facility. As of December 31, 2025, we had no borrowings outstanding and no outstanding letters of credit under this facility.
As of October 31, 2026, we had approximately $74.1 million in cash and cash equivalents, $60.8 million in short-term investments and $22.7 million in long-term investments. We had no outstanding borrowings and $0.5 million in outstanding letters of credit under the revolving credit facility, leaving $149.5 million of remaining availability.
As of September 30, 2026, we were in compliance with all applicable covenants under the revolving credit facility.
Share Repurchase Program—In February 2022, our Board of Directors approved a share repurchase program authorizing up to $35 million of repurchases of our outstanding common stock, of which approximately $13 million remained available as of March 31, 2026. In June 2026, the Board approved an increase in its existing share repurchase program, authorizing the repurchase up to $50 million of its common stock from the date of authorization. Under the share repurchase program, we may repurchase our common stock from time to time in the open market or through privately negotiated transactions. Any repurchases will be made at our discretion and will depend on market conditions, liquidity, applicable securities laws, and other factors. We may suspend or discontinue the program at any time.
For the three months ended September 30, 2026, we repurchased 21,875 shares totaling $0.8 million under the share repurchase program. Previously, we repurchased 608,657 shares totaling $22.0 million from August 2022 through December 2022. As of September 30, 2026, $49.2 million remains available for repurchases under the share repurchase program.
Critical Accounting Policies and Estimates
Our Annual Report on Form 10-K for the year ended December 31, 2025, describes the critical accounting policies that affect our more significant judgments and estimates used in the preparation of our consolidated financial statements. We have not made any significant changes to our critical accounting policies since December 31, 2025.
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Non-GAAP Financial Measure
To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, from time to time we use "average net realized sales price per ton," which is a non-GAAP financial measure. This non-GAAP financial measure should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. In addition, because the presentation of this non-GAAP financial measure varies among companies, our presentation of this non-GAAP financial measure may not be comparable to similarly titled measures used by other companies.
We believe average net realized sales price per ton, when used in conjunction with GAAP financial measures, provides useful information to investors for analysis of our business and operating results, enhances the overall understanding of past financial performance and future prospects, and allows for greater transparency with respect to the key metric we use in our financial and operational decision making. We use this non-GAAP financial measure as one of our tools in comparing period-over-period performance on a consistent basis and when planning, forecasting, and analyzing future periods. We believe this non-GAAP financial measure is used by professional research analysts and others in the valuation, comparison, and investment recommendations of companies in the potash mining industry. Many investors use the published research reports of these professional research analysts and others in making investment decisions.
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Average Net Realized Sales Price per Ton
We calculate average net realized sales price per ton for each of potash and Trio®. Average net realized sales price per ton for potash is calculated as potash segment sales less potash segment byproduct sales and potash freight costs and then dividing that difference by the number of tons of potash sold in the period. Likewise, average net realized sales price per ton for Trio® is calculated as Trio® segment sales less Trio® segment byproduct sales and Trio® freight costs and then dividing that difference by Trio® tons sold. We consider average net realized sales price per ton to be useful, and believe it to be useful for investors, because it shows our potash and Trio® average per-ton pricing without the effect of certain transportation and delivery costs. When we arrange transportation and delivery for a customer, we include in revenue and in freight costs the costs associated with transportation and delivery. However, some of our customers arrange for and pay their own transportation and delivery costs, in which case these costs are not included in our revenue and freight costs. We use average net realized sales price per ton as a key performance indicator to analyze potash and Trio® sales and price trends.
Below is a reconciliation of average net realized sales price per ton to segment sales, the most directly comparable GAAP financial measure for the three and nine months ended September 30, 2026, and 2025:
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| (in thousands, except per ton amounts) | Potash | Trio® | Potash | Trio® | ||||||||||||||||||||||
| Total Segment Sales | $ | 31,281 | $ | 19,064 | $ | 32,479 | $ | 18,094 | ||||||||||||||||||
| Less: Segment byproduct sales | 5,518 | 236 | 6,155 | 161 | ||||||||||||||||||||||
| Freight costs | 2,539 | 4,124 | 2,673 | 3,473 | ||||||||||||||||||||||
| Subtotal | $ | 23,224 | $ | 14,704 | $ | 23,651 | $ | 14,460 | ||||||||||||||||||
| Divided by: | ||||||||||||||||||||||||||
| Tons sold | 59 | 36 | 62 | 36 | ||||||||||||||||||||||
| Average net realized sales price per ton | $ | 394 | $ | 408 | $ | 381 | $ | 402 | ||||||||||||||||||
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| (in thousands, except per ton amounts) | Potash | Trio® | Potash | Trio® | ||||||||||||||||||||||
| Total Segment Sales | $ | 108,002 | $ | 107,325 | $ | 110,050 | $ | 101,148 | ||||||||||||||||||
| Less: Segment byproduct sales | 15,088 | 527 | 18,604 | 345 | ||||||||||||||||||||||
| Freight costs | 9,501 | 23,827 | 10,669 | 22,646 | ||||||||||||||||||||||
| Subtotal | $ | 83,413 | $ | 82,971 | $ | 80,777 | $ | 78,157 | ||||||||||||||||||
| Divided by: | ||||||||||||||||||||||||||
| Tons sold | 224 | 213 | 234 | 216 | ||||||||||||||||||||||
| Average net realized sales price per ton | $ | 372 | $ | 390 | $ | 345 | $ | 362 | ||||||||||||||||||
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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Part II, Item 7A., "Quantitative and Qualitative Disclosure About Market Risk," of our Annual Report on Form 10-K for the year ended December 31, 2025, describes our exposure to market risk. There have been no material changes to our market risk exposure since December 31, 2025.
ITEM 4.CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms. Our disclosure controls and procedures are also designed to ensure that this information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2026. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2026, at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2026, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our principal executive officer and our principal financial officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Intrepid have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II - OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
For information regarding litigation, other disputes and regulatory proceedings see Part I - Item 1. Financial Statements, Note 15 - Commitments and Contingencies.
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ITEM 1A.RISK FACTORS
Our future performance is subject to a variety of risks and uncertainties that could materially and adversely affect our business, financial condition, results of operations, and the trading price of our common stock. These risks and uncertainties are described in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025. Except as set forth below, there have been no material changes to these risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 31, 2025.
Changes in laws and regulations affecting our business, or changes in enforcement practices, could adversely affect our financial condition or results of operations.
We are subject to numerous federal, state, and local laws and regulations covering a wide variety of business practices. Changes in these laws or regulations could require us to modify our operations, objectives, or reporting practices in ways that adversely impact our financial condition or results of operations. In addition, new laws and regulations, including economic sanctions, or new interpretations of or enforcement practices with respect to existing laws and regulations, could similarly impact our business. For example, since February 2025, the U.S. government has imposed, modified, and terminated tariffs on imports from various countries under a range of statutory authorities, certain of which have been the subject of litigation, including a February 2026 decision of the U.S. Supreme Court holding tariffs imposed under IEEPA unlawful. These tariff measures (as well as potential tariffs imposed by other countries against the U.S.), could increase our cost of doing business and may lead to further challenges for us in the various markets in which we operate.
Additionally, we are subject to significant regulation under MSHA and OSHA. High-profile mining accidents could prompt governmental authorities to enact new laws and regulations that apply to our operations or to more strictly enforce existing laws and regulations. See also “Environmental laws and regulations could subject us to significant liability and require us to incur additional costs.”
Geopolitical conflict and volatility and sustained increases in oil prices could adversely impact our results of operations or financial condition.
Geopolitical instability in the Middle East, including the ongoing conflict involving Iran, as well as any actual or threatened disruption, closure, or restricted transit of the Strait of Hormuz, including the current closure, could adversely affect global oil and natural gas markets and materially impact our business, financial condition, results of operations and cash flows. Future escalation of the Iran conflict, prolonged impairment or closure of the Strait of Hormuz, additional sanctions or export restrictions, or further attacks on oil and gas infrastructure or shipping lanes in the region could reduce global supply, drive sustained or extreme spikes in oil and natural gas prices, and increase uncertainty in the energy markets. In addition, heightened geopolitical tensions related to the Iran conflict may result in new or expanded economic sanctions, export controls, tariffs or other governmental actions that could indirectly affect our customers, suppliers and financing sources, as well as broader macroeconomic conditions. Such potential impacts also could include supply chain and logistics disruptions, volatility in foreign exchange rates, inflationary pressures on raw materials and energy, and heightened cybersecurity threats. These developments and impacts could negatively affect demand for our products and services, and could adversely impact our results of operations or financial condition.
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ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
| Issuer Purchases of Equity Securities | ||||||||||||||||||||||||||
| Period | (a) Total Number of Shares Purchased(1) | (b) Average Price Paid Per Share | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plan or Programs(2) | ||||||||||||||||||||||
| July 1, 2026, through July 31, 2026 | 953 | $ | 34.22 | — | $ | 50,000,000 | ||||||||||||||||||||
| August 1, 2026, through August 31, 2026 | 7,279 | $ | 37.70 | 7,279 | $ | 49,725,547 | ||||||||||||||||||||
| September 1, 2026, through September 30, 2026 | 14,596 | $ | 37.53 | 14,596 | $ | 49,177,796 | ||||||||||||||||||||
| Total | 22,828 | $ | 37.45 | 21,875 | $ | 49,177,796 | ||||||||||||||||||||
1 Represents 21,875 shares of common stock purchased under the Company's $50 million share repurchase program approved by the Board in June 2026, and 953 shares of common stock we withheld to cover withholding taxes due upon vesting of restricted stock held by our employees.
2 Represents the remaining dollar amount available to repurchase shares of common stock under the $50 million share repurchase program approved by the Board in June 2026. Under the share repurchase program, we may repurchase shares from time to time in the open market or in privately negotiated transactions. The timing, volume and nature of share repurchases, if any, will be at our sole discretion and will be dependent on market conditions, liquidity, applicable securities laws, and other factors. We may suspend or discontinue the share repurchase program at any time. As of September 30, 2026, approximately $49.2 million remained available for repurchase under the share repurchase program.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.MINE SAFETY DISCLOSURES
We are committed to providing a safe and healthy work environment. The objectives of our safety programs are to eliminate workplace accidents and incidents, preserve employee health, and comply with all safety- and health-based regulations. We seek to achieve these objectives by training employees in safe work practices; establishing, following, and improving safety standards; involving employees in safety processes; openly communicating with employees about safety matters; and recording, reporting, and investigating accidents, incidents, and losses to avoid recurrence. As part of our ongoing safety programs, we collaborate with the Mine Safety and Health Administration (“MSHA”) and the New Mexico Bureau of Mine Safety to identify and implement accident prevention techniques and practices.
Our East, West, and North facilities in New Mexico are subject to regulation under the Federal Mine Safety and Health Act of 1977 and the New Mexico Bureau of Mine Safety. MSHA inspects these facilities on a regular basis and issues various citations and orders when it believes a violation has occurred under federal law. Exhibit 95.1 to this Quarterly Report on Form 10-Q provides the information concerning mine safety violations and other regulatory matters required by SEC rules. Our Utah and HB facilities are subject to regulation by the Occupational Health and Safety Administration and, therefore, are not required to be included in the information provided in Exhibit 95.1.
ITEM 5.OTHER INFORMATION
Rule 10b-5 Trading Disclosure
CEO Employment Agreement Amendment
On November 2, 2026, the Company and Kevin Crutchfield entered into the First Amendment to Executive Employment Agreement (the "First Amendment") to amend Mr. Crutchfield's employment agreement relating to his work away from home arrangements. The foregoing description does not purport to be complete and is qualified in its entirety by the full text of the First Amendment, which is attached as Exhibit 10.1 to the Quarterly Report, and incorporated by reference herein.
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ITEM 6.EXHIBITS
| Exhibit No. | Description | |||||||
| First Amendment to Executive Employment Agreement, dated November 2, 2026, between Intrepid Potash, Inc. and Kevin S. Crutchfield. | ||||||||
| Change-in-Control Severance Agreement, dated June 15, 2026, between Intrepid Potash, Inc. and Jason Tremblay. | ||||||||
| Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.* | ||||||||
| Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.* | ||||||||
| Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | ||||||||
| Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | ||||||||
| Mine Safety Disclosure Exhibit.* | ||||||||
| 101.INS | Inline XBRL Instance Document (Note that the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).* | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document.* | |||||||
| 101.CAL | Inline XBRL Extension Calculation Linkbase Document.* | |||||||
| 101.LAB | Inline XBRL Extension Label Linkbase Document.* | |||||||
| 101.PRE | Inline XBRL Extension Presentation Linkbase Document.* | |||||||
| 101.DEF | Inline XBRL Extension Definition Linkbase Document.* | |||||||
| 104 | Cover page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101) | |||||||
* Filed herewith.
** Furnished herewith.
# Management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| INTREPID POTASH, INC. (Registrant) | ||||||||
| Dated: November 4, 2026 | /s/ Kevin S. Crutchfield | |||||||
Kevin S. Crutchfield - Chief Executive Officer (Principal Executive Officer) | ||||||||
| Dated: November 4, 2026 | /s/ Jason Tremblay | |||||||
Jason Tremblay - Chief Financial Officer (Principal Financial Officer) | ||||||||
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ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
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