UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


☒			Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, ~~2023~~2024


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

INTREPID POTASH, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware			26-1501877
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
707 17th Street, Suite 4200
Denver,
Colorado			80202
(Address of principal executive offices)			(Zip Code)

(303) 296-3006

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	IPI	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x

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 x 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 and post such files.) Yes x 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

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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to Section 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes ☐ No x

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The aggregate market value of the registrant's common stock held by non-affiliates of the registrant, based upon the closing sale price of the common stock on June 3028, ~~2023~~2024, the last trading day of the registrant's most recently completed second fiscal quarter, of $2223.6943 per share as reported on the New York Stock Exchange was $~~247~~260 million. Shares of common stock held by each director and executive officer and by each person who owns 10% or more of the registrant's outstanding common stock and is believed by the registrant to be in a control position were excluded. The determination of affiliate status for this purpose is not a conclusive determination of affiliate status for any other purposes.

As of February 2928, ~~2024~~2025, the registrant had 13,~~141~~226,~~035~~281 shares of common stock, par value $0.001, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required by Part III of this report is incorporated by reference from portions of the registrant's definitive proxy statement relating to its ~~2024~~2025 annual meeting of stockholders to be filed within 120 days after December 31, ~~2023~~2024.

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INTREPID POTASH, INC.

TABLE OF CONTENTS

						Page
			PART I			1
			Item 1. Business			3
			Item 1A. Risk Factors			1514
			Item 1B. Unresolved Staff Comments			29
			Item 1C. Cybersecurity			30
			Item 2. Properties			30
			Item 3. Legal Proceedings			5250
			Item 4. Mine Safety Disclosures			5250
			PART II			5351
			Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			5351
			Item 6. Reserved			5553
			Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations			5654
			Item 7A. Quantitative and Qualitative Disclosures About Market Risk			7068
			Item 8. Financial Statements and Supplementary Data			7170
			Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			108
			Item 9A. Controls and Procedures			108
			Item 9B. Other Information			109
			Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			109
			PART III			110
			Item 10. Directors, Executive Officers and Corporate Governance			110
			Item 11. Executive Compensation			110
			Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			110
			Item 13. Certain Relationships and Related Transactions, and Director Independence			110
			Item 14. Principal Accountant Fees and Services			110
			PART IV			111
			Item 15. Exhibits, Financial Statement Schedules			111
			Item 16. Form 10-K Summary			113
			Signatures			114

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PART I

Unless the context otherwise requires, the following definitions apply throughout this Annual Report on Form 10-K (the "Annual Report"):

•"Intrepid," "our," "we," or "us" means Intrepid Potash, Inc. and its consolidated subsidiaries.

•"East," "North," and "HB" mean our three operating facilities in Carlsbad, New Mexico. "Moab" means our operating facility in Moab, Utah. "Wendover" means our operating facility in Wendover, Utah. "West" means our previous operating facility in Carlsbad, New Mexico, which has been in care-and-maintenance since mid‑2016. "Intrepid South" refers to certain land, water rights, and other related assets in southeast New Mexico ~~which we acquired from Dinwiddie Cattle Company in May 2019~~. You can find more information about our facilities in Item 2 of this Annual Report.

•"Ton" means a short ton, or a measurement of mass equal to 2,000 pounds.

To supplement our consolidated financial statements, which are presented in this Annual Report and ~~which~~ are prepared and presented in accordance with generally accepted accounting principles ("GAAP"), we use "average net realized sales price per ton," which is a non‑GAAP financial measure to monitor and evaluate our performance. You can find more information about average net realized sales price per ton, including a reconciliation of this measure to the most comparable GAAP measure, in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations under the heading "Non-GAAP Financial Measure."

CAUTIONARY NOTE REGARDING FORWARD‑LOOKING STATEMENTS

This Annual 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 Annual Report other than statements of historical fact are forward‑looking statements. Forward-looking statements include, but are not limited to, statements about, among other things, our future results of operations and financial position, our business strategy and plans, ~~our environmental, safety~~ and ~~governance ("ESG") initiatives 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 related to our water rights;

•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 against us;

•our ability to comply with the terms of our revolving credit facility, including the underlying covenants;

•further 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;

•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;

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•increased labor costs or difficulties in hiring and retaining qualified employees and contractors, including workers with mining, mineral processing, or construction expertise;

•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 ~~inability~~ability to fund necessary capital investments;

•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 in this Annual Report.

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 Annual 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 publicly update any forward-looking statements, except as required by law.

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ITEM 1.BUSINESS

General

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 three key nutrients, potassium, magnesium, and sulfur, 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 also have ~~permitted~~certain land, ~~licensed~~water rights, ~~declared~~federal ~~and~~grazing ~~partially~~leases, ~~adjudicated~~and ~~water~~other ~~rights~~related assets in southeast New Mexico. We ~~sell~~refer ato ~~portion~~these ofassets ~~water~~and operations as "Intrepid South." Our Intrepid South property generates revenue from ~~these~~sales ~~water~~of ~~rights~~various tooilfield ~~support~~related ~~oil~~products and ~~gas~~services, ~~development~~including inbut ~~the~~not ~~Permian~~limited ~~Basin~~to, ~~near~~water, ~~our~~brine, ~~Carlsbad~~surface ~~facilities.~~use Weand ~~continually~~right-of-way ~~work~~agreements, toa ~~expand~~produced water ~~sales~~royalty agreement, and caliche.

In May 2019, we acquired certain land, water rights, state grazing leases for cattle, and other related assets from Dinwiddie Cattle Company. We refer to these assets and operations as "Intrepid South." Due to the strategic location of Intrepid South, part of our long-term operating strategy is selling small parcels of land, including restricted use agreements of surface or subsurface rights to customers, where such sales provide a solution to a customer's operations in the oil and gas industry.

Our principal offices are located at 707 17th Street, Suite 4200, Denver, Colorado 80202, and our telephone number is (303) 296-3006. Intrepid was incorporated in Delaware in 2007.

Our Products and Services

Our three primary products are potash, Trio®, and water. We also sell salt, magnesium chloride, brines, and water that are derived as part of our mining processes. Product sales as a percentage of total sales for the last three years were as follows:

	Year Ended December 31,
	2023		2022		2021
	2024		2023		2022
Potash	4739	%	5047	%	4850	%
Trio®	3541	%	3435	%	34	%
Water	5	%	75	%	87	%
Salt	45	%	34	%	43	%
Magnesium Chloride	32	%	23	%	32	%
Brines	35	%	23	%	12	%
Other	3	%	23	%	2	%
Total	100	%	100	%	100	%

Potash

We sell potash into three primary markets: the agricultural market as a fertilizer input, the animal feed market as a nutrient supplement, and the industrial market as a component in drilling and fracturing fluids for oil and gas wells and an input to other industrial processes. Potash is sold in different product sizes, such as granular, standard, and fine standard. The agricultural market predominately uses granular-sized potash, while the industrial and animal feed markets mostly use standard- and fine standard-sized product. We have the flexibility to produce all of our product in a granular form, which decreases our dependence on sales of any one particular size of potash and any particular market.

We manage sales and marketing operations centrally. This allows us to evaluate the product needs of our customers and then centrally determine which of our production facilities is best suited, typically based on geographic location, to use to fill customer orders in a manner designed to realize the highest average net realized sales price per ton. Average net realized sales price per ton is a non-GAAP measure that we calculate as sales less byproduct sales and freight costs and then divided by product sales tons. We also monitor product inventory levels and overall production costs centrally.

During ~~2023~~2024, we supplied approximately 0.45% of global annual potassium consumption and approximately 23.65% of the U.S.'s annual potassium consumption. Substantially all of our potash is sold in the U.S. Our domestic potash sales are geographically concentrated in the central and western U.S. Weather, planting conditions and farmer economics all affect fertilizer sales. For more information, please see "Seasonality."

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geographically concentrated in the central and western U.S. Weather, planting conditions and farmer economics all affect fertilizer sales. For more information, please see "Seasonality."

Trio®

Trio® is our specialty fertilizer that is low in chloride and delivers potassium, sulfur, and magnesium in a single particle. This unique combination of nutrients makes Trio® an attractive fertilizer across diverse crops and geographies. We produce Trio® in premium, granular, standard, and fine standard sizes for sale both domestically and internationally.

Oilfield Solutions

Oil and gas activity and development in southeast New Mexico drives demand for our water and other oilfield related products and services.

We have permitted, licensed, declared and partially adjudicated water rights in New Mexico under which we sell water primarily for industrial uses in the oil and gas services industry.

In May 2019, we acquired Intrepid South, from which we sell products and services to support oil and gas development in the Permian Basin in southeast New Mexico. Our other oilfield related products and service offerings include, but are not limited to, caliche, right-of-way agreements, surface damages and easements, and a produced water royalty. Due to the strategic location of Intrepid South, part of our long-term operating strategy is selling small parcels of land, including restricted use agreements of surface or subsurface rights, to customers, where such sales provide a solution to a customer's operations in the oil and gas industry.

Byproducts

We also sell salt, magnesium chloride, ~~brines,~~ and ~~water~~brines that are derived as part of our mining processes. Our salt is used in a variety of markets including animal feed, industrial applications, pool salt, and the treatment of roads and walkways for ice melting or to manage road conditions. Magnesium chloride is typically used as a road treatment agent for both deicing and dedusting. Our brines contain salt and potassium and are used primarily by the oil and gas industry to support well workover and completion activities. ~~When the water that we sell was previously used in the production process for potash or Trio®, it is considered a byproduct of the underlying product.~~ We continue to work to expand sales of byproducts, particularly to serve the oil and gas markets near our operating facilities. Sales of byproducts are accounted for within the segment that produced the byproduct. In each of the last three years, the potash segment accounted for the majority of our byproduct sales.

Production Facilities

We produce potash from three solar evaporation solution mining facilities: our HB solution mine in Carlsbad, New Mexico, aour solution mine in Moab, Utah, and aour 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. Solution mining is a process by which potash is extracted from mineralized beds by injecting a salt-saturated brine into a potash ore body and recovering a brine that contains potash and other minerals. The brine is brought to the surface for mineral recovery through solar evaporation. For solar evaporation, the brine is placed in ponds and solar energy is used to evaporate water thus crystallizing out the potash and minerals contained in the brine. The resulting mineral evaporates are then processed to separate the minerals for sale. Solution mining does not require employees or machines to be underground.

We produce Trio® from our conventional underground East mine in Carlsbad, New Mexico. A conventional underground mine uses a mechanical method of extracting minerals from underground. Underground mining consists of multiple shafts or entry points and a network of tunnels to provide access to minerals and conveyance systems to transport materials to the surface. Underground mining machines are used to remove the ore and a series of pillars are left behind to provide the appropriate level of ground support to ensure safe access and mining.

We have a current estimated annual designed productive capacity of approximately 365,000 tons of potash from our solar evaporation solution mines. We also have an estimated annual designed productive capacity of 400,000 tons of Trio®.

Our annual production rates for potash and Trio® are less than our estimated productive capacity. Actual production is affected by operating rates, the grade of ore mined, recoveries, mining rates, evaporation rates, product pricing, product demand, and the amount of development work that we perform. Therefore, as with other producers in our industry, our production results tend to be lower than reported productive capacity.

We also have water pipelines and reservoir ponds that we use to deliver water to our New Mexico facilities and to customers. ~~When we acquired Intrepid South in May 2019, we increased our water rights and water delivery infrastructure.~~

Industry Overview

Potash and Trio®

Fertilizer serves a fundamental role in global agriculture by providing essential crop nutrients that help sustain both crop yield and quality. The three primary nutrients required for plant growth are nitrogen, phosphate, and potassium. There are

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~~Potash~~no known substitutes for these nutrients. A proper balance of each of the three nutrients is necessary to maximize their effectiveness in crop growth. Potassium helps regulate plants' physiological functions and ~~Trio®~~improves plant durability, providing crops with protection from drought, disease, parasites, and cold weather. Unlike nitrogen and phosphate, the potassium contained in naturally occurring potash does not require additional chemical conversion to be used as a plant nutrient.

~~Fertilizer~~In ~~serves~~addition ato ~~fundamental~~the ~~role~~primary innutrients, ~~global~~which ~~agriculture~~are byrequired ~~providing~~in ~~essential~~the ~~crop~~greatest ~~nutrients~~quantities ~~that~~in ~~help sustain both~~ crop ~~yield~~nutrition, ~~and~~important ~~quality.~~secondary ~~The three primary~~ nutrients ~~required~~such ~~for~~as ~~plant~~sulfur ~~growth are nitrogen, phosphate,~~ and ~~potassium.~~magnesium ~~There~~ are noalso ~~known~~essential ~~substitutes for these nutrients. A proper balance of each of the three nutrients is necessary to maximize their effectiveness~~ in crop ~~growth~~nutrition. ~~Potassium helps regulate plants~~Intrepid's ~~physiological~~Trio® ~~functions~~product ~~and~~contains ~~improves~~the ~~plant~~primary ~~durability,~~nutrient ~~providing~~potassium ~~crops~~and ~~with~~two ~~protection~~secondary ~~from drought~~nutrients, ~~disease~~sulfur, ~~parasites,~~ and ~~cold weather~~magnesium. ~~Unlike nitrogen and phosphate, the potassium contained in naturally occurring potash does not require additional chemical conversion to be used as a plant nutrient.~~

In addition to the primary nutrients, which are required in the greatest quantities in crop nutrition, important secondary nutrients such as sulfur and magnesium are also essential in crop nutrition. Intrepid's Trio® product contains the primary nutrient potassium and two secondary nutrients, sulfur and magnesium.

Historically, population growth and global economic conditions drive long-term global fertilizer demand. Sustained per capita income growth and agricultural policies in the developing world and other geopolitical factors, such as temporary disruptions in fertilizer trade related to government intervention and changes in the buying patterns of key fertilizer consuming countries, also affect global fertilizer demand. Annual demand variations are affected by planted acreage, agricultural commodity yields and prices, inventories of grains and oilseeds, application rates of fertilizer, weather patterns, and farm sector income. Volatility in agricultural commodity prices may impact farmer fertilizer buying decisions. We expect these key variables to continue to have an impact on global fertilizer demand for the foreseeable future.

Nameplate production capacities that exceed demand historically shape the world potash market. A few potash companies have controlled a significant portion of this capacity, which was magnified in early 2018 with the merger of two Canadian producers. Generally, these larger producers have managed production levels to approximate world demand. The world potash market experienced a significant decrease in production rates in 2022, due to sanctions on Belarusian potash and Russia's invasion of Ukraine. In 2022, global production decreased to approximately 1061.1 million metric tonnes, compared to record production of approximately 71.0 million metric tonnes in 2021. Global production increased in 2023 to ~~an estimated~~ 67.1 million metric tonnes and is ~~expected~~estimated toat be approximately 70.6 million metric tonnes in 2024, due to improving production rates in Belarus and increased production in Canada and other countries. ~~With~~Global ~~planned~~ production ~~expansions~~for ~~anticipated~~2025 inis ~~future~~forecasted ~~years~~to be approximately 71.5 million metric tonnes. As global production rates increase, potash pricing will likely depend on the larger producers' ability to continue to manage the supply and demand balance through decreased utilization rates. Increases in world fertilizer demand, due mainly to population growth and limitations on arable land, are expected to ~~eventually~~steadily ~~lessen~~increase ~~the~~global ~~burden~~potash ~~on producers~~consumption, although recent increases in productive capacities and the continued progress of key expansion projects, specifically BHP's ~~approval of the~~ Jansen Stage 1 project, which expects first production in late 2026, add additional uncertainty to the long-term supply and demand balance for the potash market.

The volume of potash imports to the U.S. further impacts the potash market. A change in the volume of imports could result in a material change to potash prices in the U.S. The U.S. imposed sanctions on Belarusian potash imports, which took effect in April 2022. Belarusian potash historically accounted for approximately 7% of annual demand in the U.S. In response to these sanctions, other foreign suppliers increased the volume of potash imports to the U.S. The overall effect of these sanctions on the potash market remains uncertain.

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The world's potash production is heavily focused on a few producers within a handful of countries. Twenty commercial potash deposits produce almost all of the world's potash. According to S&P Global Commodity Insights and data published by potash mining companies, six potash producing countries accounted for approximately 87% of the world's aggregate potash production ~~during~~and ~~2023. During the same period, the top~~ nine potash producing countries supplied approximately 9596% of the world's potash production in 2024. Two major Canadian producers participate in the Canpotex marketing group that supplied approximately 34% of global potash production in ~~2023~~2024. Russia accounted for 17% and Belarus accounted for 11% of global potash production in ~~2023~~2024.

Oilfield Solutions

The most productive region in the U.S. for oil production is the Permian Basin, which spans from west Texas to southeastern New Mexico. AsIn ofaddition ~~January~~to ~~2024~~producing wells, the Permian Basin ~~produced~~also had approximately ~~6.0~~900 ~~million~~drilled ~~barrels~~but ofuncompleted ~~oil~~wells ~~per~~as ~~day.~~of ~~For~~December ~~comparison,~~2024. ~~the~~The ~~next~~short-term ~~most~~energy ~~productive~~outlook ~~region~~published in early January 2025 by the U.S. ~~produced~~Energy ~~approximately~~Information ~~1.3~~Administration ~~million~~projects ~~barrels~~the ofPermian ~~oil~~Basin's ~~per~~share ~~day~~of U.S. Incrude ~~addition~~oil toproduction ~~producing~~will ~~wells,~~continue ~~the~~to ~~Permian~~increase ~~Basin~~and ~~also~~will ~~had~~account ~~approximately~~for ~~800~~more ~~drilled~~than ~~but~~50% ~~uncompleted~~of ~~wells~~all asU.S. ofcrude ~~December~~oil ~~2023~~production in 2026.

The majority of oil and gas wells drilled in the U.S., including the Permian Basin, are hydraulically fractured horizontal wells, which account for the record amount of fossil fuels produced in the U.S. in recent years. The use of horizontal drilling in oil and gas production allows a well to remain in contact with the targeted formation thereby increasing production compared to vertically drilled wells. Horizontal drilling has resulted in longer wells, with some horizontal drilling sections reaching several miles long.

The increase in horizontal drilling has resulted in an increase in the use of ~~fresh~~ water. Awith a single hydraulically fracked well ~~has~~potentially ~~the~~using ~~potential to use~~ millions of gallons of ~~fresh~~ water. In the frac process, water and sand are used to move proppant and other frac additives into the targeted rock formation. ~~Fresh water is important in the fracking process, as impurities in the water can impact the overall effectiveness of the frac.~~ Pipelines transport most water used in fracking to the frac site, where it is stored in ponds or storage tanks.

~~While~~In ~~fresh~~recent ~~water~~years, ~~remains a key input for~~ many ~~fracs,~~ operators have switched from using fresh water to using more recycled/produced water when completing wells. We believe this change is due to water conservation efforts, a move towards more environmentally friendly operations, ~~and~~ an increase in the amount of produced water available for fracking, and an increasing in water recycling infrastructure. By recycling and using produced water, operators are able to reduce fresh water purchases and decrease the cost of transporting and disposing of produced water into disposal wells.

In evaluating the hydraulic fluid to use for frac operations, oil and gas operators consider whether to use produced or fresh water and consider the weight of the fluid used. Operators are using more heavy brines as heavier fluids can drill through salt formations more effectively than lighter weight alternatives.

Competition and Competitive Strategy

We sell our potash and Trio® into commodity markets in which delivered price and the ability to timely deliver high quality products are essential. We are a competitive producer in the industry because of our ability to timely deliver high quality potash and Trio® products with specific particle sizes and with specific potassium oxide contents. In the potash market, we compete with larger Canadian potash producers and, to a lesser extent, producers located in Russia, Chile, Germany, and Israel. For Trio®, we compete with one other producer of langbeinite as well as producers of other specialty nutrients and blended products. The competitive market for our water resources includes other water right holders, which include companies, farmers, and ranchers operating in or near the Permian Basin in New Mexico.

Some of our direct and potential competitors may have significant advantages over us, including greater name recognition, longer operating histories, pre-existing relationships with current or potential customers, significantly greater financial, marketing and other resources, ownership of more diverse assets and products, and/or access to less expensive mining assets, any of which could allow them to respond more quickly to new or changing opportunities.

Our competitive strategy is focused on the following:

•Maximizing potash gross margin and optimizing potash production. All of our potash production comes from solar solution mines, which carry fewer fixed costs than conventional potash mines. Our per-ton costs are lower for solution mining than conventional mining as solar solution mining requires less labor, energy, and equipment. Additionally, we are advantageously located close to the markets we serve, with the North American market demand being significantly larger than our production capacity; therefore, we are able to selectively participate in the markets that we believe will provide the highest average net realized sales price per ton. We also maximize our gross margin by leveraging our freight advantage to key geographies, improving our diverse customer and market base, and developing our flexible marketing approach. We have optimization and expansion opportunities at our solution mining facilities, that, over time, could reduce our per-ton costs and increase our potash production.

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Our competitive strategy is focused on the following:

•Maximizing potash gross margin and optimizing potash production. All of our potash production comes from solar solution mines, which carry fewer fixed costs than our conventional potash mines. Our per-ton costs are lower for solution mining than conventional mining as solar solution mining requires less labor, energy, and equipment. Additionally, we are advantageously located close to the markets we serve, with the North American market demand being significantly larger than our production capacity; therefore, we are able to selectively participate in the markets that we believe will provide the highest average net realized sales price per ton. We also maximize our gross margin by leveraging our freight advantage to key geographies, improving our diverse customer and market base, and developing our flexible marketing approach. We have optimization and expansion opportunities at our solution mining facilities, that, over time, could reduce our per-ton costs and increase our potash production.

•Maximizing Trio® gross margin and optimizing Trio® production. We are working to optimize our production process to produce more granular-sized product, which is preferred by most markets. Our sales and marketing approach is focused on domestic and select international markets and includes crop nutrition education and increased marketing efforts targeting organic agriculture and high-value specialty crop markets. We currently operate our Trio® facility at a reduced production level and expect to continue to do so for the foreseeable future.

•Expanding offerings of oilfield solutions. We intend to continue our expansion of water and brine sales, particularly to serve the oil and gas markets near our operating plants in New Mexico. We have water rights from which we sell water for commercial uses in the oil and gas services industry. We also use a portion of our water rights to produce heavy brines for use in the oil and gas industry. Additionally, as described above, in May 2019, we acquired certain land, water rights, federal and state grazing leases for cattle, and other related assets from Dinwiddie Cattle Company in the Permian Basin which we operate as Intrepid South. We expect to increase the amount of water available for sale from Intrepid South over the next few years through permitting additional water rights and infrastructure investments. Our other oilfield related products and services include, but are not limited to, surface use and right-of-way agreements, a produced water royalty agreement, and caliche ~~sales~~. Given the location of Intrepid South, part of our long-term operating strategy is selling small parcels of land, including through the use of restricted use agreements for surface or subsurface rights, to customers.

•Continuing diversification of byproducts and services. We recover magnesium chloride, salt, ~~brines,~~ and brine water byproducts during the production of potash and Trio®. These byproducts diversify our portfolio of product and service offerings. As we continue to explore and evaluate opportunities to diversify our revenue sources, we may enter into new or complementary businesses that expand our current product and service offerings~~, including an expansion into oil and natural gas exploration and production, or into new products or services in our current industry or other industries~~.

Competitive Strengths

•U.S.-based producer. We are the only producer of potash in the U.S. We are located in a market that consumes significantly more potash than we can currently produce on an annual basis. Our geographic location provides us with a transportation advantage over our competitors for shipping our product to customers. In general, this allows us to obtain a higher average net realized sales price per ton than our competitors, ~~who~~that ship their products across longer distances to consuming markets, which increases their costs and reduces their gross margin. Our location allows us to target sales to the markets in which we have the greatest transportation advantage, maximizing our average net realized sales price per ton. Our access to strategic rail destination points and our location along major agricultural trucking routes also supports this advantage.

As a U.S. producer, we enjoy a significantly lower total production tax and royalty burden than our principal competitors, which operate primarily in Saskatchewan, Canada. The Saskatchewan tax system for potash producers includes a capital tax and several potash mineral taxes, none of which are imposed on us as a U.S. producer. We currently pay an average royalty rate of approximately 4.9% for our potash and Trio® sales less their related freight costs, which compares favorably to that of our competitors in Canada. The relative tax and royalty advantage for U.S. producers becomes more pronounced when profits per ton increase due primarily to the profit tax component of the Saskatchewan potash mineral tax.

•Solar evaporation operations. All our potash production comes from solar solution mines. Solar evaporation is a cost-efficient production method because it significantly reduces our labor force and energy consumption, which are two of the largest costs of production. Our understanding and application of low-cost solution mining, combined with our reserves being located where a favorable climate for evaporation exists, make solar solution mining difficult for other producers to replicate. We also have significant reserves for future expansion of our solution mining operations.

•Diversity in Secondary Nutrient Markets. Given the greater scarcity of langbeinite relative to potash, its agronomic suitability for certain chloride-sensitive soils and crops, and the addition of key secondary nutrients in sulfur and magnesium, we believe there is a market for Trio® outside of our core potash markets. We also believe that there is a market for Trio® beyond the U.S., although freight expense and competition from substitute products have made this a difficult market to penetrate. We also offer Organic Materials Review Institute ("OMRI") listed potash and Trio® products that provide essential minerals for growing certified organic crops.

•Water rights. Water rights in New Mexico are real property rights, which authorize a water right owner to use a specific amount of water, diverted from a specific location, for a specific purpose of use, in a specific place. Water rights are limited to the amount of water put to beneficial use. In New Mexico, the New Mexico Office of the State Engineer (“OSE”) administers water rights. The validity of water rights is ultimately confirmed or denied by a court in an adjudication proceeding. Prior to an adjudication, a water right may be acquired through the OSE’s permitting or licensing process. If a water right existed before the OSE had authority to issue permits, a water rights owner may file a declaration with the OSE. The OSE issues permits for both surface and groundwater

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~~mining~~appropriations. ~~difficult~~These permits are inchoate rights, which allow a permittee to put the water to beneficial use as prescribed by the agency. Once the OSE confirms that water diversion works have been completed and water has been put to beneficial use, the water right is licensed. A declaration is made when water was put to beneficial use either before New Mexico adopted its current water code in 1907 for ~~other~~surface ~~producers~~water declarations, or before the OSE declared an underground water basin for groundwater declarations. A water right claimant must apply to ~~replicate~~the OSE for a permit to make changes to a water right, including changes in the place or purpose of use. WeThe ~~also~~validity of water rights is ultimately confirmed or denied by courts in an adjudication process. We have ~~significant~~permitted, ~~reserves~~licensed, declared and partially adjudicated water rights in New Mexico under which we sell water primarily for ~~future~~commercial ~~expansion~~uses in the oil and gas services industry. We continue to work to expand sales of water, especially to support oil and gas development in the Permian Basin near our ~~solution~~Carlsbad ~~mining~~facilities. ~~operations~~The Intrepid South property increased our total water rights available for sale in and around the Permian Basin. This has expanded our relationships with oil and gas producers, which we may be able to use to expand sales of byproducts and services.

•Diversity inof ~~Secondary~~potash ~~Nutrient Markets~~markets. ~~Given~~We ~~the~~sell ~~greater~~potash ~~scarcity~~into ofthree ~~langbeinite~~different ~~relative~~markets—the toagricultural, ~~potash~~feed, ~~its~~and ~~agronomic~~industrial ~~suitability~~markets. ~~for~~In ~~certain~~both ~~chloride-sensitive~~2024 ~~soils~~ and ~~crops~~2023, ~~and~~these ~~the~~markets ~~addition~~represented ofapproximately ~~key~~74%, ~~secondary~~23%, ~~nutrients in sulfur~~ and ~~magnesium~~3%, weof ~~believe~~potash ~~there~~sales. isThe aagricultural market ~~for~~supplies ~~Trio®~~crop ~~outside~~nutrients ofto ~~our~~farmers ~~core~~producing ~~potash~~a ~~markets.~~wide Werange ~~also~~of ~~believe~~crops ~~that~~in ~~there~~different isgeographies aand the animal feed market ~~for~~supplies ~~Trio®~~feed ~~beyond~~manufacturers ~~the~~with ~~U.S.,~~key ~~although~~nutrients ~~freight~~for ~~expense~~a ~~and~~wide ~~competition~~range ~~from~~of ~~substitute~~feed ~~products~~blends ~~have~~into ~~made~~various ~~this~~markets asuch ~~difficult~~as ~~market~~pet tofood ~~penetrate~~and cattle feed. WeSales ~~also~~into ~~offer~~industrial ~~Organic~~markets ~~Materials~~have ~~Review~~historically ~~Institute~~supported ~~("OMRI")~~drilling ~~listed~~activities ~~potash~~in oil and ~~Trio®~~gas, ~~products~~although ~~that~~the ~~provide~~use ~~essential~~of ~~minerals~~lower-cost ~~for~~potash ~~growing~~substitutes ~~certified~~in ~~organic~~recent ~~crops~~years has reduced our sales into those markets.

•~~Water~~Marketing ~~rights~~flexibility. ~~Water~~We ~~rights~~have in New Mexico are real property rights, which authorize a water right owner to use a specific amount of water, diverted from a specific location, for a specific purpose of use, in a specific place. Water rights are limited to the ~~amount~~ability ~~of water put~~ to ~~beneficial~~convert ~~use.~~all ~~In New Mexico, the New Mexico Office~~ of ~~the~~our ~~State~~standard-sized ~~Engineer~~potash ~~(“OSE”)~~product ~~administers~~into ~~water~~granular-sized ~~rights.~~product The validity of water rights is ultimately confirmed or denied by a court in an adjudication proceeding. Prior to an adjudication, a water right may be acquired through the OSE’s permitting or licensing process. If a water right existed before the OSE had authority to issue permits, a water rights owner may file a declaration with the OSE. The OSE issues permits for both surface and groundwater appropriations. These permits are inchoate rights, which allow a permittee to put the water to beneficial use as ~~prescribed~~market byconditions ~~the agency~~warrant. ~~Once~~We ~~the~~produce ~~OSE~~Trio® confirms that water diversion works have been completed and water has been put to beneficial use, the water right is licensed. A declaration is made when water was put to beneficial use either before New Mexico adopted its current water code in ~~1907 for surface water declarations~~premium, ~~or before the OSE declared an underground water basin for groundwater declarations. A water right claimant must apply to the OSE for a permit to make changes to a water right~~granular, ~~including changes in the place or purpose of use. The validity of water rights is ultimately confirmed or denied by courts in an adjudication process. We have permitted~~standard, ~~licensed, declared~~ and ~~partially~~fine ~~adjudicated~~standard ~~water rights in New Mexico under which we sell water primarily for commercial uses in the oil and gas services industry~~sizes. We continue to work to expand sales of water, especially to support oil and gas development in the Permian Basin near our Carlsbad facilities. The Intrepid South property increased the total water rights available for sale in and around the Delaware Basin, a sub-basin of the Permian Basin. This ~~has~~provides ~~expanded~~us ~~our relationships~~ with ~~oil~~increased ~~and~~marketing ~~gas~~flexibility ~~producers,~~as ~~which~~well weas ~~may~~decreased bedependence ~~able~~on toany ~~use~~one toparticular ~~expand sales of our industrial potash products, byproducts, and services~~market.

•~~Diversity~~Significant ofmineral ~~potash~~reserve ~~markets.~~and Weresource ~~sell~~life. Our potash ~~into~~reserves ~~three~~and ~~different~~resources ~~markets—the~~have ~~agricultural,~~substantial ~~feed~~years ~~and~~of ~~industrial~~reserve ~~markets.~~life Inand ~~2023,~~resource ~~these~~life. ~~markets~~Reserve ~~represented~~life ~~approximately~~is ~~74%,~~based ~~23%,~~on ~~and~~the ~~3%,~~current ofmine ~~potash~~plan ~~sales, respectively,~~ and ~~during~~estimated ~~2022,~~at ~~these~~25 ~~markets~~years ~~represented~~for ~~approximately~~all ~~69%,~~our ~~23%,~~potash ~~and~~facilities. ~~8%,~~Resource oflife at our potash ~~sales,~~facilities ~~respectively.~~ranges ~~The~~from ~~agricultural~~33 ~~market~~years ~~supplies~~to ~~crop~~over ~~nutrients~~100 toyears. ~~farmers~~We ~~producing~~no alonger ~~wide~~report ~~range~~mineral ofreserves ~~crops~~at inour ~~different~~East ~~geographies~~mine and ~~the~~only ~~animal~~include ~~feed~~a ~~market~~mineral ~~supplies~~resource ~~feed~~estimate. ~~manufacturers~~In ~~with~~addition ~~key~~to ~~nutrients~~our ~~for~~reserves, awe ~~wide~~have ~~range~~water ofrights ~~feed~~and ~~blends~~access ~~into~~to ~~various~~additional ~~markets~~mineralized ~~such~~areas asof ~~pet~~potash ~~food~~for ~~and~~potential ~~cattle~~future ~~feed~~exploitation. ~~Sales~~Additional ~~into~~information ~~industrial~~regarding ~~markets~~our ~~have~~mineral ~~historically~~reserves ~~supported~~and ~~drilling~~resource ~~activities~~estimates incan ~~oil~~be ~~and~~found ~~gas,~~in ~~although~~Item ~~the~~2. ~~use~~Properties ofand ~~lower-cost potash substitutes~~ in ~~recent~~the ~~years~~Technical ~~has~~Report ~~reduced~~Summaries ~~our~~included ~~sales~~with ~~into~~this ~~those markets~~filing.

•Marketing flexibility. We have the ability to convert all of our standard-sized potash product into granular-sized product as market conditions warrant. We produce Trio® in premium, granular, standard and fine standard sizes. This provides us with increased marketing flexibility as well as decreased dependence on any one particular market.

•Significant mineral reserve and resource life. Our potash reserves and resources have substantial years of reserve life and resource life. Reserve life is based on the current mine plan and estimated at 25 years for all our potash facilities. Resource life at our potash facilities ranges from 33 years to over 100 years. In addition to our reserves, we have water rights and access to additional mineralized areas of potash for potential future exploitation. In December 2023, we recorded an impairment of our long-lived assets at our East facility of $31.9 million, which included a $2.3 million impairment of our mineral rights at our East mine. As such, we no longer show mineral reserves at our East mine, and only include a mineral resource estimate. Additional information regarding our mineral reserves and resource estimates can be found in Item 2. Properties and in the updated Technical Report Summaries included with this filing.

•Existing facilities and infrastructure. Constructing a new potash production facility requires substantial time and extensive capital investment in mining, milling, and infrastructure to extract, process, store, and ship product. Our operations already have significant facilities and infrastructure in place. We also have the ability to expand our business using existing installed infrastructure, in less time and with lower expenditures than would be required to construct entirely new mines.

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Seasonality

The month-to-month seasonality of our agricultural sales is somewhat moderated due to the variety of crops, industries, distribution strategies, and geographies that we serve. There is a seasonal sales pattern for potash sold into the agricultural market. Over the last three years, approximately 80% of our total annual potash sales volumes occurred in January through May, in anticipation for the spring application season, and September through November, in anticipation of the fall application season. The specific timing of when farmers apply potash remains highly weather dependent and varies across the numerous growing regions within the U.S. Marketing programs of potash producers and storage volumes closer to the farm gate significantly influence the timing of potash sales.

The sales pattern for Trio® sold into the domestic agricultural market is also seasonal. Over the last three years, our domestic Trio® sales volume has been highest in February through May, as Trio® products are typically applied to crops in the U.S. during the spring planting season. Demand for the spring planting season generally runs from December to May, when we have sold approximately 60% of our annual domestic Trio® volumes over the past three years.

We observed fertilizer dealers in North America instituting practices that are designed to reduce the risk of changes in the price of fertilizer products through consignment-type programs. These programs tend to make the timing of the spring and fall seasonal demand profile less predictable within the season. Further, through technological advances, farmers in the U.S. are more efficient in planting and harvesting their crops, which has compressed the application seasons.

Our quarterly and yearly financial results can also vary from one year to the next due to weather‑related shifts in planting schedules and purchasing patterns.

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Because all of our potash production comes from our solar solution mines, our potash production is also seasonal. Our solar solution mines suspend potash production activities from early spring through late summer, the peak solar evaporation period. Accordingly, we manage our inventories during the low demand periods of the year in order to ensure timely product availability during the peak sales seasons, as well as during the summer evaporation period when we are not producing potash. Our sales volumes are highest during the spring and our working capital requirements are highest just before the start of the spring season, as a result of the seasonality of fertilizer demand.

Demand of our oilfield products and services is highly correlated to oil and gas exploration activities and can vary from quarter to quarter and year to year.

Major Customers

Within the agricultural market, we supply a diversified customer base of distributors, cooperatives, retailers, and dealers, which in turn supply farmers producing a wide range of crops in different geographies. We sell into the industrial and feed markets through ~~sales to~~ distributors and directly to end users. For water, we sell to a diverse set of customers through a combination of spot sales and a multi-year contract. For brine, we sell to a diverse set of customers in the spot market.

In 2024, 2023, and 2022, we had one customer, Bill Barr & Company, Inc., which accounted for more than 10% of our total consolidated revenues. ~~In 2021, no customer accounted for more than 10% of our total consolidated revenues.~~

Environmental, Safety, and Health Matters

We are subject to federal, state, and local environmental, safety, and health laws that regulate, among other things; (1) soil, air, and water quality standards for our facilities; (2) the disposal, storage, and management of any hazardous and solid wastes we use or produce; (3) our post-mining land reclamation and closure requirements; (4) the conditions of our mining and production operations; (5) our employee and contractor safety and occupational health; and (6) product content and labeling. We employ and consult with professionals who assist in monitoring our compliance with these laws and who work with management to ensure that appropriate strategies and processes are in place to promote a culture that prioritizes safety and environmental responsibility.

In ~~2023~~2024, we had approximately $23.62 million of capital investments and reclamation projects, and $1.2 million in other expenses, relating to environmental compliance, environmental studies, and remediation efforts. We expect to spend $23.0 million to $34.0 million for environmental related capital and reclamation projects in both ~~2024~~2025 and ~~2025~~2026. Future capital expenditures are subject to uncertainties, including changes to environmental laws. Material expenditures could be required in the future to fulfill ~~environmental~~existing ~~compliance~~or ~~requirements, either~~ new orenvironmental ~~existing~~compliance requirements. We anticipate a focus on environmental issues will result in increased future investments for environmental controls at our operations. See Item 1A. Risk Factors “Risks Related to Our Business - Environmental laws and regulations could subject us to significant liability and require us to incur additional costs.”

Product Registration Requirements

9We are required to register fertilizer products with each U.S. state and foreign country where our products are sold. Each brand and grade of commercial fertilizer must be registered appropriately before being offered for sale, sold, or distributed. In most cases, these product registrations impose specific requirements relating to guaranteed analysis, product labeling, and regular reporting of sales.

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We are required to register fertilizer products with each U.S. state and foreign country where products are sold. Each brand and grade of commercial fertilizer must be registered appropriately before being offered for sale, sold, or distributed. In most cases, these product registrations impose specific requirements relating to guaranteed analysis, product labeling, and regular reporting of sales.

Some U.S. states require similar registration and reporting for feed grade products. Industrial-grade products typically do not require registration or reporting.

Operating Requirements and Government Regulations

Permits

We are subject to numerous environmental laws and regulations, including laws and regulations regarding land use and reclamation; release of emissions to the atmosphere; release of contaminants to water; preservation of plant and animal life; and the generation, treatment, storage, disposal, and handling of hazardous substances and wastes. These laws include the Clean Air Act ("CAA"); the Clean Water Act ("CWA"); the Resource Conservation and Recovery Act ("RCRA"); the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"); the Toxic Substances Control Act ("TSCA"); and various other federal, state, and local laws and regulations. Violations can result in substantial penalties, court orders to install pollution‑control equipment, civil and criminal sanctions, permit revocations, and facility shutdowns. Environmental laws and regulations may impose joint and several liability, without regard to fault, for cleanup costs on potentially responsible parties who have released, disposed of, or arranged for release or disposal of hazardous substances in the environment.

We hold numerous environmental, mining, and other permits or approvals authorizing operations at each of our facilities. Our operations are subject to permits for, among other things, extraction of salt and brine, discharges of process materials and waste to air and water, injection of brine, and appropriation of water. Some of our proposed activities may require waste storage permits. A decision by a government agency to deny or delay issuing a new, modified, or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could limit or prevent us from mining at these properties. In addition, changes to environmental and mining regulations or permit requirements could limit our ability to continue operations at the affected facility. In many cases, environmental permits and approvals are also required for an expansion of, or changes to, our operations. As a condition to procuring the necessary permits and approvals, we may be required to comply with financial assurance regulatory requirements. The purpose of these requirements is to assure the government that sufficient company funds will be available for the ultimate reclamation, closure, and post-closure care at our facilities. We obtain bonds as financial assurance for these obligations. These bonds require annual payment and renewal.9

WeTable believe we are in compliance with existing regulatory programs, permits, and approvals where non-compliance could have a material adverse effect on our operating results or financial condition. In 2016, the OSE determined that our East tailing impoundment embankments are considered jurisdictional dams. We continue to work with the OSE's Dam Safety Bureau to determine the hazard level of our dams and the OSE to determine required dam modifications associated with this determination. We may be required to spend a significant amount of capital to bring the impoundments into compliance with requirements for jurisdictional dams or modify our operations to no longer use impoundments that may qualify as jurisdictional dams.Contents

~~Occasionally~~We ~~governmental~~hold ~~agencies~~numerous ~~notify~~environmental, usmining, and other permits or approvals authorizing and regulating operations at each of ~~noncompliance~~our ~~with~~facilities. ~~certain~~Our ~~environmental~~operations ~~laws,~~are ~~regulations,~~subject to permits for, oramong ~~approvals.~~other ~~For~~things, ~~example~~extraction of salt and brine, ~~although~~discharges ~~designated~~of asprocess ~~zero~~water, ~~discharge~~air ~~facilities~~emissions, ~~under~~injection ~~the~~of ~~applicable~~brine, water ~~quality~~storage ~~laws~~and handling and ~~regulations,~~appropriation of water. Some of our ~~East~~proposed activities may require waste storage permits. A decision by a government agency to deny or delay issuing a new, ~~North~~modified, or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could limit or prevent us from mining at these properties. In addition, changes to environmental and ~~Moab~~mining ~~facilities~~regulations or permit requirements could limit our ability to continue operations at ~~times~~the ~~may~~affected ~~experience~~facility. ~~some~~In ~~water~~many cases, environmental and ~~brine~~operating ~~discharges~~permits ~~during~~and ~~periods~~approvals ofare ~~significant~~also ~~rainfall~~required for an expansion of, or ~~due~~changes to, ~~other~~our ~~circumstances~~operations. WeAs ~~have~~a ~~implemented~~condition ~~several~~to ~~initiatives~~procuring tothe ~~address~~necessary ~~discharge~~permits ~~issues~~and approvals, ~~including~~we ~~the~~may ~~reconstruction~~be orrequired ~~modification~~to comply with financial assurance regulatory requirements. The purpose of ~~certain~~these ~~impoundments,~~requirements ~~increasing~~is ~~evaporation~~to assure the government that sufficient company funds will be available for the reclamation, closure, and ~~reducing~~post-closure ~~process~~care ~~water~~at ~~usage~~our ~~and~~facilities. ~~discharges~~We ~~and~~obtain ~~improved~~bonds ~~management~~as ~~systems~~financial assurance for these obligations. ~~State~~These bonds require annual payment and ~~federal~~renewal. ~~officials~~We believe we are ~~aware~~in ofcompliance ~~these~~with ~~issues~~existing regulatory programs, permits, and approvals where non-compliance could have ~~visited~~a ~~the~~material ~~sites~~adverse toeffect ~~review~~on our ~~corrective~~operating ~~efforts~~results ~~and~~or ~~action~~financial ~~plans~~condition.

~~Air~~ In 2016, the OSE Dam Safety Bureau determined that our East tailing impoundment and ~~Drinking~~West ~~Water~~tailing impoundment are considered jurisdictional dams. In 2024, the OSE Dam Safety Bureau classified our East tailing impoundment as a high hazard potential dam. We continue to work with the OSE Dam Safety Bureau to determine required dam modifications. In 2024, we received notice from the New Mexico Environment Department Groundwater Quality Bureau (“NMED GQB”) that the East tailing impoundment is subject to regulation by the NMED GQB and that our West tailing impoundment may be subject to regulation by the NMED GQB. We submitted an application for a discharge permit to the NMED GQB in February 2025. We may be required to spend a significant amount of capital on our East tailing impoundment to comply with the discharge permit requirements. Similarly, we may be required to spend a significant amount of capital on our West tailing impoundment to comply with the discharge permit requirements if a discharge permit for the impoundment is required.

InOccasionally ~~the~~governmental ~~ordinary~~agencies ~~course~~notify us of ~~our~~noncompliance ~~business~~with certain environmental laws, weregulations, ~~receive~~permits, ~~notices~~or ~~from~~approvals. ~~the~~For ~~New~~example, ~~Mexico~~although ~~Environment~~designated ~~Department~~as ofzero ~~alleged~~discharge ~~air~~facilities orunder ~~drinking~~the applicable water quality ~~control~~laws ~~violations.~~and ~~Upon~~regulations, ~~receipt~~our ofNorth, ~~these~~and ~~notices,~~Moab wefacilities ~~evaluate~~at ~~the~~times ~~matter~~may experience some water and ~~take~~brine ~~any~~discharges ~~required~~during ~~corrective~~periods ~~actions.~~of Insignificant ~~some~~rainfall ~~cases,~~or wedue ~~may~~to beother ~~required~~circumstances. We have implemented several initiatives to ~~pay~~address ~~civil~~discharge ~~penalties~~issues, ~~for~~including ~~these~~the ~~notices~~reconstruction or modification of ~~violation~~certain impoundments, increasing evaporative area, and reducing process water usage and improved management systems. ~~The~~State ~~Utah~~and ~~Division~~federal officials are aware of ~~Air~~these ~~Quality~~issues ~~conducts~~and ~~periodic~~have ~~compliance~~visited ~~inspections~~the atsites to review our ~~Moab~~corrective efforts and ~~Wendover~~action ~~facilities~~plans, and, ~~affirms~~in ~~our~~some ~~compliance~~circumstances, ~~with~~require ~~applicable~~an ~~approval~~operational ~~orders~~permit.

Air, Water Discharge, and Drinking Water

The New Mexico Environment Department (“NMED”) and the Utah Department of Environmental Quality (“UDEQ”) affirm our compliance with applicable permits and conduct periodic inspections of our New Mexico and Utah facilities, respectively. In the ordinary course of business, we may receive notices from NMED or UDEQ of alleged air, water discharge, or drinking water quality violations. Upon receipt of any such violations, including notices of noncompliance, we make any required corrective actions.

Safety and Health Regulation and Programs

Some of our facilities are subject to the Federal Mine Safety and Health Act of 1977 ("MSHA"), the Occupational Safety and Health Act ("OSHA"), related state statutes and regulations, or a combination of these laws.

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Our conventional underground mines and related surface facilities in New Mexico are subject to MSHA jurisdiction. In accordance with MSHA, these facilities are regularly inspected by MSHA personnel. Item 4 and Exhibit 95.1 to this Annual Report provide information concerning certain mine safety violations.

As part of our ongoing safety programs, we collaborate with MSHA and the New Mexico Bureau of Mine Safety to identify and implement accident prevention techniques and practices. A trained mine rescue team services our New Mexico facilities. This team is ready to respond to on-site incidents or assist in local incidents, if needed. In addition, our New Mexico facilities participate in a ~~basin~~Mine ~~agreement~~Rescue Assistant Agreement with other ~~natural~~mine ~~resource~~facilities and a federal hazardous waste ~~facilities~~facility to provide mine rescue support.

Our Utah facilities and our HB mine and plant are subject to OSHA jurisdiction. We provide all OSHA required training and other certifications to our employees at these facilities.

Remediation at Intrepid Facilities

Many of our current facilities have been in operation for a number of years. Our and our predecessors' operations involved the historical use and handling of potash, salt, related potash and salt byproducts, process tailings, hydrocarbons, and other regulated substances. Some of these operations resulted, or may have resulted, in soil, surface water, or groundwater contamination. At some locations, there are areas where process waste, building materials (including asbestos‑containing transite), and ordinary trash may have been disposed or buried, and have since been properly closed and maintained.

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contamination. At some locations, there are areas where process waste, building materials (including asbestos‑containing transite), and ordinary trash may have been disposed or buried, and have since been properly closed and maintained.

At some of our facilities, spills or other releases of regulated substances may have occurred or could potentially occur, possibly requiring us to undertake or fund cleanup efforts under CERCLA or state laws governing cleanup or disposal of hazardous and solid waste.

We work closely with government authorities to obtain the appropriate permits to address identified site conditions. For example, buildings located at our facilities in Utah and New Mexico have a type of siding that contains asbestos. We have adopted programs to encapsulate and stabilize portions of the siding through use of an adhesive spray and to remove the siding, replacing it with an asbestos-free material. We have trained asbestos abatement crews that handle and dispose of the asbestos‑containing siding and related materials. We have a permitted asbestos landfill in Utah and have worked closely with Utah officials to address asbestos‑related issues at our Moab mine.

Reclamation Obligations

Mining and processing of potash generates residual materials that must be managed both during the operation of the facility and upon facility reclamation and closure. Potash tailings, consisting primarily of salt and fine sediments that remain after potash is removed from ore during processing, are stored in surface disposal sites. Some of these tailing materials may also include other contaminants, such as lead, that were introduced as reagents during historic processing methods. These tailings materials may require additional management and could result in the imposition of additional disposal and reclamation requirements. For example, at least one of our New Mexico mining facilities may have legacy issues regarding lead in a tailings pile that occurred from production methods utilized prior to our acquisition of these assets. During the life of the tailings management areas, we have incurred, and will continue to incur, significant costs to manage potash residual materials in accordance with environmental laws, regulations and permit requirements. Additional legal and permit requirements will take effect when these facilities are closed.

Our surface permits require us to reclaim property disturbed areas of our facilities. Our operations in Utah and New Mexico have specific obligations related to reclamation of the land after mining and processing operations are concluded. The discounted present value of our estimated reclamation costs for our facilities as of December 31, ~~2023~~2024, is approximately $3032.49 million, which is reflected in our audited financial statements found elsewhere in this Annual Report. Various permits and authorization documents negotiated with or issued by the appropriate governmental authorities include these estimated reclamation costs on an undiscounted basis.

It is difficult to estimate and predict the potential actual costs and liabilities associated with remediation and reclamation of our facilities. Additionally, it is possible that we could be identified in the future as a potentially responsible party for additional remediation and reclamation costs, either as a result of changes in existing laws and regulations or as a result of the identification of additional matters subject to remediation and/or reclamation obligations or liabilities.

Royalties

The potash, langbeinite, water, and byproducts we produce and sell from leased land or minerals may be subject to royalty payments. We produce and sell products from leased land and/or minerals owned by the U.S., the States of New Mexico and Utah, and private landowners. The terms of the royalty payments are determined at the time of the issuance or renewal of leases. Some royalties are determined as a fixed percentage of revenue and others vary based upon ore grade. Additionally, some of our leases are subject to overriding royalty interest payments paid to various owners. In ~~2023~~2024, we paid $1110.16 million in federal, state, and private royalties. The royalty rates on our state and federal leases in New Mexico are currently set at various rates from 2.0% to 5.0%. The royalty rates on our state and federal leases in Utah are currently set at rates from 3.0% to 5.0%. The royalty rates on our private leaseholds are between 5.0% and 8.0%.

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private royalties. The royalty rates on our state and federal leases in New Mexico are currently set at various rates from 2.0% to 5.0%. The royalty rates on our state and federal leases in Utah are currently set at rates from 3.0% to 5.0%. The royalty rates for the private leaseholds are between 5.0% and 8.0%. In 2023, for certain water sales we paid an $0.11 per barrel sold royalty to the State of New Mexico.

Human Capital Resources

Headcount

We believe that our employees and contractors are significant contributors to the current and future success of Intrepid. Our ability to attract, retain, and motivate qualified personnel is critical to our operations. The skills, experience and industry knowledge of key employees significantly benefit our operations and performance. We value our relationships with our employees and consider our relationships with them to be good. As of December 31, ~~2023~~2024, we had a total of ~~485~~468 employees. Our workforce is experienced, providing invaluable expertise and insight into our operations.

Location	Number of Employees	Average Tenure (in years)
Denver	50	5
Moab	60	9
New Mexico	316	8
Wendover	59	12

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Location	Number of Employees	Average Tenure (in years)
Denver	48	5
Moab	60	10
New Mexico	296	10
Wendover	64	11

We have a collective bargaining agreement with a labor organization representing our hourly employees in Wendover, Utah, which expires on May 31, 2026. This agreement was negotiated between us and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, Local 867, and became effective on June 1, 2023.

Employee Development and Training

We believe in providing opportunities for employees to continue to develop and grow their careers. We offer our employees a tuition reimbursement program and ongoing support for continuing education for professional certifications and other credentials. We also provide a comprehensive career path program for our hourly employees that outlines the proficiencies necessary for each job level and sets forth the development steps to progress through various job levels.

Competitive Pay and Benefits

We have structured our compensation programs to balance incentive earnings for both short-term and long-term performance goals. We provide employee wages that are competitive and consistent with employee positions, skill levels, experience, knowledge, and geographic location. We align our executives' long-term equity compensation with our shareholders' interests by linking realizable pay with stock performance.

We are also committed to providing comprehensive benefit options to our employees. We offer benefits that will allow our employees and their families to live healthier and more secure lives. Our employee benefits include health insurance, telemedicine, an employee assistance program, paid and unpaid leave, life insurance, short-term disability insurance and a retirement savings plan with a company match. We also offer a variety of voluntary benefits that allow employees to select the options that meet their needs, including flexible time-off, adoption assistance, prescription savings solutions, and a wellness program.

Diversity, Equity, and Inclusion

Diversity, equity, and inclusion are core values to Intrepid. These values are reflected across our operations, including, but not limited to, recruitment, promotion, transfer, leaves of absence, compensation, opportunities for career support and advancement, job performance and other relevant job-related criteria. We consider the value of diversity in our approach to hiring and advancement. We create opportunities available to all employees to develop their talents in order to maximize our and their success. We seek to create an environment that cultivates a sense of belonging by encouraging employees to continue to educate themselves about each other’s experiences. We strive to promote the respect and dignity of all persons. We believe it is important to foster education, communication and understanding about diversity, equity, inclusion and belonging. Finally, in line with our commitment to diversity, equity and inclusion, we expect recruiters operating on our behalf to provide us with a diverse pool of candidates for job positions.

Health and Safety

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The health and safety of our employees is our highest priority and is embodied in our operating philosophy. We are committed to providing a safe, functional, and effective work environment for anyone who comes to our properties.

~~Environmental, Social, and Governance~~Sustainability

We are committed to providing consistent returns to our shareholders while being a good corporate citizen that values the welfare of our employees, the communities in which we operate, and the customers we serve~~, and the world~~. In prioritizing, improving, and managing our ~~environmental,~~sustainability ~~social, and governance (“ESG”)~~ goals, we will create long-term value for our investors. We have made ~~ESG~~sustainability initiatives a priority for our management team and are committed to providing focused reporting on the ~~ESG~~sustainability issues that are the most relevant to our business and stakeholders. We published ~~our~~an ~~Inaugural~~updated Sustainability Report in ~~2023~~2024 to clearly disclose the goals and metrics related to our ~~ESG~~sustainability programs, as we believe this information will allow our stakeholders to be informed about our progress. We intend to ~~publish~~update athese ~~sustainability~~goals ~~report~~and metrics annually. We encourage you to read our ~~Inaugural~~ Sustainability Report to learn more about our strategy, efforts, and goals relating to ~~ESG~~these initiatives, which can be found on our website, www.intrepidpotash.com.

Commitment to the Environment (Protecting Our Resources)

We rely on the environments, resources and ecosystems that comprise and surround our locations. Working closely with our communities, we make it a priority to protect the natural resources at and surrounding our operations. We have developed a comprehensive set of policies and procedures regarding emissions, energy, water use, and waste management that guide our operations and uphold our commitment to the environment.

–Solar solution mining potash - All our potash is currently produced from solar solution mining, one of the most environmentally friendly and energy efficient mining techniques. In this process, we inject a naturally occurring, salt saturated brine solution into underground caverns or previously shuttered mine workings. This brine selectively dissolves the remaining potash, which is then pumped back to the surface and into evaporation ponds. During the spring and summer months, the brine naturally evaporates, leaving only the salt and potash solids in the ponds, which we then process into the products we sell. By using solar energy, we do not need to burn natural gas or coal to evaporate our brine ponds.

–Salt laydown at the Bonneville Salt Flats - We are committed to helping maintain the environments in which we operate, one of which is the Bonneville Salt Flats near our Wendover, Utah mine. Since 2005, we have donated nearly seven million tons of salt to the Bureau of Land Management ("BLM") that has been deposited on the racetrack to help preserve this unique attraction in northwest Utah. We drilled an additional brackish well in 2021 to increase the brine available for this salt laydown project.

–We are the only OMRI-listed potash and langbeinite producer in the U.S. We became OMRI-listed in 2007 for our langbeinite, or Trio® product, and in 2018 for our potash products at our Moab and Wendover operating facilities. We are also registered in the Organic Input Material Program, through the California Department of Food and Agriculture, a program that registers fertilizers approved for use in organic crop and food production.

–We work closely with the BLM and other government and regulatory agencies to preserve historical sites near our operations such as the Maroon Cliffs in Carlsbad, New Mexico and petroglyphs near our Utah operations. We also work with and have supported agencies dedicated to studying and protecting endangered species near our operations, such as the sand dune lizards in New Mexico.

Our Social Impact (Getting Involved Within the Community)

We support and promote the health, safety, and well-being of our employees, and are committed to creating a diverse, equitable, and inclusive work environment that enables our employees to thrive. We are committed to being a responsible community member and contribute to the communities in which we operate.

Our New Mexico operations have partnered with the United Way of Carlsbad and South Eddy County since 2004, participating in a variety of community-focused events and activities such as United Way's annual Day of Caring event. We encourage all our employees to volunteer in their communities and we offer all our full-time employees three paid volunteer days each year to support either a charitable organization of their choosing or participate in an Intrepid sponsored volunteer project.

As previously mentioned, we are committed to a recruitment and hiring process that emphasizes and embraces diversity. We believe a diverse workforce leads to greater collaboration, innovation, and improves shareholder returns and we celebrate the great value the differences in our people bring to our organization. We support a variety of organizations within our communities including the Women's Leadership Foundation, a Colorado based organization with the goal of opening more board of director positions to women leaders in Colorado and beyond.

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Our Commitment to Safety

We conduct monthly safety audits across all our locations to inform our employees and provide a thoughtful approach to safety that increases the safe execution of all tasks. The data from these safety audits is collected to analyze where, what, and why gaps exist, and to provide meaningful information that results in safer work for our employees. Through our audits and dialogue, we educate ourselves and understand existing potential hazards, create best practices to address these hazards, and address areas to be improved. Prior to each task, employees are required to: assemble the proper personal protection equipment, tools, permits, etc., ensure the area is safe for employees and contractors, discuss the task with all stakeholders, and understand how the task is related to the overall business.

Our East Mine operation in Carlsbad, New Mexico received the National 2020 and 2021 Sentinels of Safety Award in the large underground nonmetal category. The Sentinels of Safety Award is presented by the National Mining Association each year to recognize the outstanding safety achievements of mining operations across a variety of categories.

Governance (Honest Business Practices)

We develop and implement robust, sound, and effective corporate governance practices. Since our inception, we have placed the highest emphasis on conducting our business with honesty, trust, and integrity, and we expect all of our employees to adhere to these standards. We continuously strive to create a corporate culture of honesty, integrity, and trust.

The policies we have developed are intended to:

–Maintain and communicate our core values and the legal requirements applicable to good business conduct and ethical behavior.

–Annual refresher training on company policies, values, laws, and handling a variety of potential company-related issues and situations.

–Resources for employees to report any suspected violations of our company policies, including an anonymous employee hotline via phone and internet.

–Provide clear and well-defined procedures by which employees can easily obtain information, ask questions, and, if necessary, report any suspected violations of any of our business ethics policies.

–Maintain and communicate a Code of Business Conduct and Ethics which clearly articulates the Company’s values, culture, and practices.

Available Information

We file or furnish with the U.S. Securities and Exchange Commission (the "SEC") reports, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, and any amendments to these reports filed or furnished pursuant to Section 13(a) or Section 15(d) of the Exchange Act. These reports are available free of charge on our website at www.intrepidpotash.com as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. These reports can also be obtained at www.sec.gov.

We routinely post important information about us and our business, including information about upcoming investor presentations, on our website, www.intrepidpotash.com, under the Investor Relations tab. We encourage investors and other interested parties to enroll on our website to receive automatic email alerts or Really Simple Syndication (RSS) feeds regarding new postings. The information found on, or that can be accessed through, our website is not part of this or any other report we file with, or furnish to, the SEC.

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interested parties to enroll on our website to receive automatic email alerts regarding new postings. The information found on, or that can be accessed through, our website is not part of this or any other report we file with, or furnish to, the SEC.

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ITEM 1A.RISK FACTORS

You should carefully consider the following risk factors. Our future performance is subject to a variety of risks and uncertainties that could materially and adversely affect our business, financial condition, and results of operations, and the trading price of our common stock. We may be subject to other risks and uncertainties not presently known to us. See "Cautionary Note Regarding Forward-Looking Statements."

Summary Risk Factors

Below is a summary of some of the principal risks that could adversely affect our business, operations and financial results:

Risks Related to Our Business

•Our potash and Trio® sales are subject to price and demand volatility resulting from periodic imbalances of supply and demand, which could negatively affect our results of operations.

•We may not be successful in our efforts to sustain or expand water sales due to the status of our water rights, challenges to our water rights, changes in the demand for water in the areas around our facilities, restrictions on water use, or other events, which could adversely impact our financial condition and results of operations.

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

•We may alter or expand our operations or continue to pursue acquisitions, which could adversely affect our business if we are unable to manage any expansion or acquisition effectively.

•Competitors' aggressive pricing or operating strategies could adversely affect our sales and results of operations.

•The seasonal demand for our products, and the resulting variations in our cash flows from quarter to quarter, could have an adverse effect on our results of operations and working capital requirements.

•Our Trio® profitability could be affected by market entrants or the introduction of langbeinite alternatives.

•International sales could present risks to our business.

•If potash or Trio® prices decline, or oil and gas activity declines, we could be required to record write-downs of our long-lived and indefinite-lived assets, which could adversely affect our results of operations and financial condition.

•If we are required to write down the value of our inventories, our financial condition and results of operations would be adversely affected.

•Weakening of foreign currencies against the U.S. dollar could lead to lower domestic potash prices, which would adversely affect our results of operations. Currency fluctuations could cause our results of operations to fluctuate.

•Our business depends on skilled and experienced workers, and our inability to find and retain quality workers could have an adverse effect on our development and results of operations.

•Increases in the prices of energy and other important materials used in our business, or disruptions to their supply, could adversely impact our sales, results of operations, or financial condition.

•Increased costs could affect our per-ton profitability.

•A shortage of railcars or trucks for transporting our products, increased transit times, or interruptions in railcar or truck transportation could result in customer dissatisfaction, loss of sales, higher transportation or equipment costs, or disruptions in production.

•We rely on our management personnel for the development and execution of our business strategy, and the loss of one or more members of our management team could harm our business.

•We have less product diversification than nearly all of our competitors, which could have an adverse effect on our financial condition and results of operations.

•Heavy precipitation or low evaporation rates at our solar solution mines could impact our potash production at those facilities, which could adversely affect our sales and results of operations.

•Inflows of water into our langbeinite mine from heavy rainfall or groundwater could result in increased costs and production downtime and could require us to abandon the mine, any of which could adversely affect our results of operations.

•A significant disruption to our information technology systems could adversely affect our business and operating results.

•We face risks related to cybersecurity threats and incidents.

•Artificial intelligence presents risks and challenges that can impact our business including by posing security risks to our confidential information, proprietary information, and personal data.

•Our business may be adversely affected by union activities.

Risks Related to Our Industry

•Changes in the agricultural industry could exacerbate the cyclical nature of the prices and demand for our products or adversely affect the markets for our products.

~~•Mining is a complex process that frequently experiences production disruptions, which could adversely affect our results of operations.~~14

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•Mining is a complex process that frequently experiences production disruptions, which could adversely affect our results of operations.

•Mining is an inherently hazardous industry, and accidents could result in significant costs or production delays.

•The grade of ore that we mine could vary from our projections due to the complex geology and mineralogy of reserves, which could adversely affect our production and our results of operations.

•If the assumptions underlying our reserve estimates are inaccurate or if future events cause us to negatively adjust our previous assumptions, the quantities and value of our reserves, and in turn our financial condition and results of operations, could be adversely affected.

•Existing and further oil and gas development in the Designated Potash Area could impair our potash reserves, which could adversely affect our financial condition or results of operations.

•The mining business is capital intensive, and our inability to fund necessary or desirable capital expenditures could have an adverse effect on our growth and profitability.

Risks Related to Financial Position, Indebtedness and Additional Capital Needs

•The execution of strategic projects could require more time and money than we expect, which could adversely affect our results of operations and financial condition.

•Future indebtedness could adversely affect our financial condition and impair our ability to operate our business.

•Adverse conditions in the domestic and global economy and disruptions in the financial markets could negatively affect our results of operations and financial condition.

•Market upheavals due to military actions, pandemics, terrorist attacks, other catastrophic events, or economic repercussions from those events could reduce our sales or increase our costs.

•The loss of, or substantial decline in revenue from larger customers or certain industries could have a material adverse effect on our revenues, profitability, and liquidity.

Risks Related to Compliance, Regulatory and Legal

•Changes in laws and regulations affecting our business, or changes in enforcement practices, could adversely affect our financial condition or results of operations.

•If we are unable to obtain and maintain the required permits, governmental approvals, and leases necessary for our operations, our business could be adversely affected.

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

Risks Related to the Environment and Climate

•Physical effects of climate change, and climate change legislation, could have a negative effect on us and our customers, and, in turn, our results of operations.

•Environmental laws and regulations could subject us to significant liability and require us to incur additional costs.

Risks Related to Our Common Stock

•The price of our common stock may be volatile, and you could lose all or part of your investment.

•The future issuance and sale of additional shares of our common stock, or by our announcement that the issuances and sales may occur, may adversely affect the market price of our common stock.

•We do not anticipate paying cash dividends on our common stock.

•Provisions in our charter documents and Delaware law may delay or prevent a third party from acquiring us.

•We may issue additional securities, including securities that are senior in right of dividends, liquidation, and voting to our common stock, without your approval, which would dilute your existing ownership interests.

Risks Related to Our Business

Our potash and Trio® sales are subject to price and demand volatility resulting from periodic imbalances of supply and demand, which could negatively affect our results of operations.

The market for potash and Trio® is cyclical, and the prices and demand for potash and Trio® can fluctuate significantly. Periods of high demand, increasing profits, and high-capacity utilization lead to new plant investment and increased production. This growth continues until the market is over-saturated, leading to decreased prices and lower-capacity utilization until the cycle repeats. Despite supply disruptions from the Russia-Ukraine conflict in 2022 and 2023 which reduced production for a two-year period, global production in 2024 was approximately 70.6 million metric tonnes and is forecasted to be approximately 71.5 million metric tonnes in 2025. Global productive capacity remains higher than demand and significant brownfield and greenfield expansion projects are in progress. Tariffs and retaliatory tariffs, either proposed or enacted, could also impact the supply and demand balance. As a result of these factors, the prices and demand for potash can be volatile. This volatility can reduce profit margins and negatively affect our results of operations. We sell most of our potash and Trio® into the spot market ~~in the U.S. In addition, potash and Trio® do not have active hedge markets like many other commodities have. As a result, we do not have protection from this price and demand volatility.~~

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in the U.S. In addition, potash and Trio® do not have active hedge markets like many other commodities have. As a result, we do not have protection from this price and demand volatility.

We may not be successful in our efforts to sustain or expand water sales due to the status of our water rights, challenges to our water rights, changes in the demand for water in the areas around our facilities, restrictions on water use, or other events, which could adversely impact our financial condition and results of operations.

We have permitted, licensed, declared and partially adjudicated water rights in New Mexico under which we sell water primarily for industrial uses such as in the oil and gas services industry. We continue to work to expand sales of water, especially to support oil and gas development in the Permian Basin near our New Mexico facilities. If there are changes in state or federal regulations regarding oil and gas production or water usage, this could materially impact our ability to monetize our water rights. Third parties regularly challenge our applications to the OSE to change our water rights permits so that we are authorized to sell water to oil and gas producers. We may not be successful in our efforts to obtain the requisite permit changes. In many cases, sales of water require governmental permits or approvals. A decision to deny, delay, revoke, or modify a permit or approval could prevent us from selling water, increase the cost to provide water, or result in ~~our~~us having to refund prepayments that we have received for future water sales. If oil or gas prices decline, if oil and gas development in the Permian Basin decreases, or if demand for fresh water in the Permian Basin declines for other reasons, the demand for water under our water rights could be adversely affected. In addition, we could be required to expend capital to meet customer needs. Any of these events could adversely impact our financial condition and results of operations.

Water rights in New Mexico are subject to a stated place of withdrawal, purpose and place of use. Some of our water right permits, declarations and licenses were originally issued for uses relating to our mining operations. To sell water under these rights for oil and gas development, we must apply for a permit from the OSE to change the point of diversion, purpose and/or place of use of the underlying water rights. The OSE reviews such applications and makes a determination as to the validity of the right and, will approve the proposed change if it determines the requested change will not impair existing water rights, will not be contrary to the conservation of water within the state, and will not be detrimental to the public welfare of the state. In some situations, the OSE can issue a preliminary authorization for the change, which allows for the proposed change to go into effect immediately while pending further administrative review. Such authorizations for water sales are often subject to repayment if the underlying water rights were ultimately found to be invalid. Third parties may protest an application to change a point of diversion, purpose or place of use or a preliminary authorization at minimal cost and frequently do so. Once protested, an administrative process begins, whereby the OSE will ultimately determine if the subject application or preliminary authorization will impair existing water rights, will be contrary to the conservation of water within the state or will be detrimental to the public welfare of the state. The OSE’s findings can be appealed to a New Mexico district court. A significant portion of our water sales are being made under leases issued by the OSE. Additionally, some of our water rights are permitted water rights for which we still need to provide proof of completion of works and proof of beneficial use to the OSE. Please see Note 1415 of the Notes to Consolidated Financial Statements for an update on challenges to our water rights.

We may face political and regulatory issues relating to the potential use of the maximum amount of our rights. Any decrease in our water rights could materially impact our ability to monetize our water rights.

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

A portion of our revenue comes from the sale of water, brines, and potassium chloride for use in oil and gas development. We also generate revenue from the sale of caliche, a produced water royalty, and various surface use agreements with operators. A decline in oil and gas drilling, especially in the Permian Basin, could reduce our sales of water, brines, and potassium chloride and result in reduced revenue from our other oilfield related offerings. For example, the decline in oil and gas drilling in 2020 due to restrictions implemented by local, state and federal authorities in response to the COVID-19 pandemic and the resulting impacts of these restrictions on the global economy as a whole, reduced our sales of water, brine, and potassium chloride and revenue for other oilfield related offerings into industrial markets in 2020 and the first quarter of 2021. In addition, oil and gas developers are regularly looking for ways to use more produced water instead of fresh water in oil and gas development and operations. Also, there are other products available that have some of the same clay-inhibiting properties as our potassium chloride. These alternative products could temporarily or permanently replace some of our sales of water or potassium chloride. We also have other oilfield product and service offerings, such as caliche and brine products, the sales of which were negatively impacted by the decline in oil and gas development in 2020, and may be further impacted in the future by declines in oil and gas development.

We may alter or expand our operations or continue to pursue acquisitions, which could adversely affect our business if we are unable to manage any expansion or acquisition effectively.

We continue to look for opportunities designed to maximize the value of our existing assets, such as through increased production and sales of potash, water, salt, and brine. For example, in 2019 we purchased water and real property assets in southeastern New Mexico, which we refer to as Intrepid South, in an effort to expand our water sales and other revenue from the oil and gas industry. We may also enter into new or complementary businesses that expand our product offerings beyond our existing assets,. ~~which~~We may ~~include~~also ~~leveraging~~expand ~~our~~into ~~existing~~new ~~oil~~products ~~and~~or ~~gas~~services ~~businesses~~ in ~~southeast~~our ~~New~~current ~~Mexico~~industry ~~and~~or ~~expand~~other ~~into~~industries. ~~additional~~Ultimately,

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~~oil and gas midstream and upstream activities. For instance, as part of this strategy, in May 2020,~~ we acquired an 11% equity stake in the W.D. Von Gonten Laboratories, a global industry leader in drilling and completion chemistry and a strong supporter of the use of potassium chloride in oil and gas drilling and completion activities. We may ~~also expand into new products or services in our current industry or other industries. Ultimately, we may~~ be unsuccessful in implementing any alteration of our activities or expansion initiatives. Further, we may not be able to fully realize any anticipated benefits of these initiatives. Any expansion initiatives may require significant capital investments and those investments may not produce our expected returns.

As part of our growth strategy, we may consider the acquisition of other companies or assets that complement or expand our business. We may not be able to successfully identify suitable acquisition opportunities, prevail against competing potential acquirers, negotiate appropriate acquisition terms, obtain necessary financing, complete proposed acquisitions, successfully integrate acquired businesses or assets into our existing operations, or expand into new markets. An acquisition may require us to use a significant portion of available cash or may result in significant dilution to our stockholders. We may be required to assume unanticipated liabilities or contingencies as part of an acquisition, or we may face substantial costs, delays, or other problems as part of the integration process. In addition, acquired businesses or assets may not achieve the desired effects or otherwise perform as we expect. We may not realize the synergies that we expect to achieve. Additionally, while we execute these acquisitions and related integration activities, our attention may be diverted from our ongoing operations, which could have a negative impact on our business.

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

Competitors' aggressive pricing or operating strategies could adversely affect our sales and results of operations.

The potassium-fertilizer industry is concentrated, with a small number of producers accounting for the majority of global production. Many of these producers have significantly larger operations and more resources than we do. These larger producers may have greater leverage in pricing negotiations with customers and transportation providers. They also have a broader product portfolio, which may allow them to offer rebates or bundle products to offer discounts or incentives to gain a competitive advantage. Competitors may also be able to mine their potash or langbeinite at a lower cost due to economies of scale or other competitive advantages. In addition, they may decide to pursue aggressive pricing or operating strategies that disrupt the global and U.S. markets. These disruptions could cause lower prices or demand for our product, which would adversely affect our sales and results of operations.

The seasonal demand for our products, and the resulting variations in our cash flows from quarter to quarter, could have an adverse effect on our results of operations and working capital requirements.

The fertilizer business is seasonal. With respect to domestic sales, we typically experience increased sales during the North American spring and fall application seasons. The degree of seasonality can change significantly from one year to the next due to weather-related shifts in planting schedules and purchasing patterns. We and our customers generally build inventories during low-demand periods of the year to ensure timely product availability during high-demand periods, resulting in increased working capital requirements just before the start of these seasons. If we are unable to accurately predict the timing of demand for our products due to variations in seasonality from year to year, our results of operations and working capital could be adversely affected. Similarly, if we do not have adequate storage capacity to manage varying inventory needs, we may need to reduce production or lower the price at which we sell product, either of which would adversely affect our results of operations.

In mid-2016, we transitioned our East mine to Trio®-only, resulting in an increased supply of Trio®. Previously, Trio® was supply-constrained, which meant that we did not see as much seasonality with respect to purchases as we did for potash. As purchasers have gained increased confidence in our ability to supply this product closer to the traditional spring application season in the U.S., these purchasers have moved to more of a just-in-time purchasing model. As a result, we now experience more traditional seasonality with respect to our domestic Trio® sales, which exposes us to inventory and demand risks similar to those with respect to our potash.

We market Trio® in various countries around the world, all of which have different climates and fertilizer-application patterns. As a result, seasonality in our international Trio® sales may develop, which could cause volatility in our results of operations.

Our Trio® profitability could be affected by market entrants or the introduction of langbeinite alternatives.

Langbeinite is produced by us and one other company from a single resource located in Carlsbad, New Mexico. Additional competition in the market for langbeinite and comparable products exists and could increase in the future. Other companies could seek to create and market chemically similar alternatives to langbeinite, some of which could be superior to langbeinite, or less costly to produce. In addition, companies sometimes blend several nutrients to obtain a product with similar agronomic benefits as langbeinite. The market for langbeinite and our Trio® sales could be affected by the success of these and other products that are competitive with langbeinite, which could adversely affect the viability of our Trio® business and our results of operations and financial condition. Further, recent increases in the supply of langbeinite by us and the other producer may continue to pressure the sales price of Trio®.

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agronomic benefits as langbeinite. The market for langbeinite and our Trio® sales could be affected by the success of these and other products that are competitive with langbeinite, which could adversely affect the viability of our Trio® business and our results of operations and financial condition. Further, recent increases in the supply of langbeinite by us and the other producer may continue to pressure the sales price of Trio®.

International sales could present risks to our business.

Sales of Trio® into international markets often require more resources and management attention than domestic sales and may subject us to economic, regulatory, and political risks that are different from those in the U.S. These risks include accounts receivable collection; the need to adapt marketing and sales efforts for specific countries; new and different sources of competition; disputes and losses associated with overseas shipping; tariffs,; export controls, and trade duties; additional time and effort to obtain product certifications; adverse tax consequences; restrictions on the transfer of funds; changes in legal and regulatory requirements or import policies including sanctions; compliance with potentially unfamiliar local laws and customs; and political and economic instability. International sales may also be subject to fluctuations in currency exchange rates, which could increase the price of our products outside the U.S. and expose us to foreign currency exchange rate risk. Certain international markets require significant time and effort on the part of management to develop relationships and gain market acceptance for our products. Overall, there are additional logistical requirements associated with international sales, which may increase the time between production and our ability to recognize related revenue. Our failure to manage any of these risks successfully could harm our future international operations and our overall business.

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regulatory requirements or import policies including sanctions; compliance with potentially unfamiliar local laws and customs; and political and economic instability. International sales may also be subject to fluctuations in currency exchange rates, which could increase the price of our products outside the U.S. and expose us to foreign currency exchange rate risk. Certain international markets require significant time and effort on the part of management to develop relationships and gain market acceptance for our products. Overall, there are additional logistical requirements associated with international sales, which may increase the time between production and our ability to recognize related revenue. Our failure to manage any of these risks successfully could harm our future international operations and our overall business.

If potash or Trio® prices decline, or oil and gas activity declines, we could be required to record write-downs of our long-lived and indefinite-lived assets, which could adversely affect our results of operations and financial condition.

We evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amount may not be recoverable. Impairment is considered to exist if an asset's total estimated future cash flows on an undiscounted basis are less than the carrying amount of the related asset. An impairment loss is measured and recorded based on the discounted estimated future cash flows.

In ~~2023~~2024, we recorded total impairment charges to our long-lived assets and mineral properties of $4310.37 million., ~~We recorded impairment charges~~ of which $314.94 million related to ~~our long-lived~~ assets ~~and mineral property assets~~ at our East mine. ~~We determined that sufficient indicators of potential impairment existed because higher Trio® production costs~~ and ~~lower realized Trio® prices led to negative gross margins for our Trio® segment. We also recorded impairment charges of~~ $96.94 million related to ~~our long-lived assets that are in care and maintenance at our West mine, and $1.5 million related to~~ certain assets in our oilfield solutions segment.

In 2023, we recorded total impairment charges of $43.3 million, of which $31.9 million related to our long-lived assets and mineral property assets at our East mine. We determined that sufficient indicators of potential impairment existed because higher Trio® production costs and lower realized Trio® prices led to negative gross margins for our Trio® segment. We also recorded impairment charges of $9.9 million related to our long-lived assets that are in care and maintenance at our West mine, and $1.5 million related to certain assets in our oilfield solutions segment.

We also have certain indefinite-lived intangible assets that we evaluate for impairment at least annually or more frequently when events or changes in circumstances indicate the fair value may have changed. An impairment loss is measured and recorded based on the current fair value of the asset.

After recording impairment charges to our long-lived assets in ~~the fourth quarter of 2023~~2024, we believe the carrying values of our long-lived assets and our indefinite-lived intangible assets were realizable as of the balance sheet dates. However, future events could cause us to conclude otherwise. These future events could include further significant and sustained declines in potash or Trio® prices, further significant or sustained declines in water prices and demand, or higher production and operating costs. Further, based on our analysis of the profitability of any of our facilities, we may decide to terminate or suspend operations at additional facilities. These events could require a further write-down of the carrying value of our assets, which would adversely affect our results of operations and financial condition.

If we are required to write down the value of our inventories, our financial condition and results of operations would be adversely affected.

We carry our inventories at the lower of cost or net realizable value. In periods when the market prices for our products fall below our cost to produce them and the lower prices are not expected to be temporary, we are required to write down the value of our inventories. ~~Any write-down of our inventory would adversely affect our financial condition and results of operations, possibly materially.~~ We recorded $64.50 million of lower of cost or net realizable value adjustments in ~~2023,~~our ~~$3.8~~potash ~~million~~segment in ~~our~~2024. ~~Trio®~~Any ~~segment,~~write-down ~~and~~of ~~$2.7~~our ~~million~~inventory inwould adversely affect our ~~potash~~financial ~~segment~~condition and results of operations, possibly materially.

Weakening of foreign currencies against the U.S. dollar could lead to lower domestic potash prices, which would adversely affect our results of operations. Currency fluctuations could cause our results of operations to fluctuate.

The U.S. imports the majority of its potash, including from Canada, Russia, and other countries. If the local currencies for foreign suppliers strengthen in comparison to the U.S. dollar, foreign suppliers realize a smaller margin in their local currencies unless they increase their nominal U.S. dollar prices. Strengthening of these local currencies therefore tends to support higher U.S. potash prices as the foreign suppliers attempt to maintain their margins. However, if these local currencies weaken in comparison to the U.S. dollar, foreign suppliers may lower prices to increase sales volume while again maintaining a margin in their local currency. Changes in the strength of the U.S. dollar compared to other currencies could cause our sales prices and results of operations to decrease or fluctuate significantly.

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weaken in comparison to the U.S. dollar, foreign suppliers may lower prices to increase sales volume while again maintaining a margin in their local currency. Changes in the strength of the U.S. dollar compared to other currencies could cause our sales prices and results of operations to decrease or fluctuate significantly.

Our business depends on skilled and experienced workers, and our inability to find and retain quality workers could have an adverse effect on our development and results of operations.

The success of our business depends on our ability to attract and retain skilled managers, engineers, and other workers. At times, we may not be able to find or retain qualified workers. In particular, the labor market around Carlsbad, New Mexico, is competitive and employee turnover is generally high. In that market, we compete for experienced workers with several other employers, including natural resource and hazardous waste facilities, oil and gas producers, and another producer of langbeinite. If we are unable to attract and retain quality workers, the development and growth of our business could suffer, or we could be required to raise wages to keep our employees, hire less qualified workers, or incur higher training costs. These risks may be exacerbated in times when we need to reduce our workforce due to economic conditions. The occurrence of any of these events could have an adverse effect on our results of operations. For example, in mid-2016, we idled our West mine and transitioned our East mine to Trio®-only, resulting in our laying off a significant number of skilled employees in New Mexico. This may make it more difficult for us to re-hire skilled employees in the future.

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employers, including natural resource and hazardous waste facilities, oil and gas producers, and another producer of langbeinite. If we are unable to attract and retain quality workers, the development and growth of our business could suffer, or we could be required to raise wages to keep our employees, hire less qualified workers, or incur higher training costs. These risks may be exacerbated in times when we need to reduce our workforce due to economic conditions. The occurrence of any of these events could have an adverse effect on our results of operations. For example, in mid-2016, we idled our West mine and transitioned our East mine to Trio®-only, resulting in us laying off a significant number of skilled employees in New Mexico. This may make it more difficult for us to re-hire skilled employees in the future.

Increases in the prices of energy and other important materials used in our business, or disruptions to their supply, could adversely impact our sales, results of operations, or financial condition.

Natural gas, electricity, chemicals, diesel, and gasoline are key materials that we purchase and use in the production of our products. The prices of these commodities are volatile.

Our sales and profitability are impacted by the price and availability of these materials. A significant increase in the price of these materials that is not recovered through an increase in the price of our products, or an extended interruption in the supply of these materials to our production facilities, could adversely affect our results of operations or financial condition. In addition, high natural gas or other fuel costs could increase input costs for end-users of our products, which could cause them to spend less on our products.

Increased costs could affect our per-ton profitability.

A substantial portion of our operating costs is comprised of fixed costs that do not vary based on production levels. These fixed costs include labor and benefits, base energy usage, property taxes, insurance, maintenance expenditures, and depreciation. Any increase in fixed costs or decrease in production generally increases our per-ton costs and correspondingly decreases our per-ton operating margin. We operate our East Plant at less than full capacity in order to curtail our Trio® production to match expected demand and manage inventory levels. A significant increase in costs at any of our facilities could have an adverse effect on our profitability and cash flows, particularly during periods of lower potash and Trio® prices.

A shortage of railcars or trucks for transporting our products, increased transit times, or interruptions in railcar or truck transportation could result in customer dissatisfaction, loss of sales, higher transportation or equipment costs, or disruptions in production.

We rely heavily upon truck and rail transportation to deliver our products to our customers. In addition, the cost of transportation is an important component of the price of our products. A shortage of trucks or railcars for carrying product or increased transit times due to accidents, highway or railway disruptions, congestion, high or compressed demand, labor disputes, adverse weather, natural disasters, changes to transportation systems, or other events could prevent us from making timely delivery to our customers or lead to higher transportation costs. As a result, we could experience customer dissatisfaction or a loss of sales. Similarly, disruption within the transportation systems could negatively affect our ability to obtain the supplies and equipment necessary to produce our products. We may also have difficulty obtaining access to vessels to deliver our products to overseas customers.

We rely on our management personnel for the development and execution of our business strategy, and the loss of one or more members of our management team could harm our business.

Our management personnel have significant relevant industry and company-specific experience. Our senior management team has developed and implemented first-of-their-kind processes and other innovative ideas that are important to our business. Our success depends, in part, upon the performance and continued services of our senior leadership team. We do not currently maintain "key person" life insurance on any of our management personnel. If we are unable to retain these individuals, our operations could be disrupted and we may be unable to achieve our business strategies and grow effectively. ~~We do not currently maintain "key person" life insurance on any of our management personnel.~~

On September 30, 2024, Robert P. Jornayvaz III resigned from all positions with the Company and its subsidiaries and affiliates following his extended medical leave of absence. Mr. Jornayvaz was our co-founder and had an in-depth knowledge and understanding of our business operations. He served as our Chief Executive Officer from our formation in 2008 until 2010, and again from 2014 until the time of his resignation. He also served as our Executive Chairman of the Board since 2010. The Company's Board of Directors (the "Board") appointed Kevin S. Crutchfield as Chief Executive Officer and a member of the Board as a Class III director, effective December 2, 2024.

We have less product diversification than nearly all of our competitors, which could have an adverse effect on our financial condition and results of operations.

20A significant portion of our revenue comes from the sale of potash and langbeinite, whereas nearly all of our competitors are diversified, primarily into nitrogen- or phosphate-based fertilizer businesses or other chemical or industrial

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~~A significant portion of our revenue comes from the sale of potash and langbeinite, whereas nearly all of our competitors are diversified, primarily into nitrogen- or phosphate-based fertilizer~~ businesses ~~or other chemical or industrial businesses~~. In addition, a majority of our sales are to customers in the U.S., and generally these customers are concentrated in key geographies where we have a freight advantage. As a result, we could be impacted more acutely by factors affecting our industry or the regions in which we operate than we would if our business was more diversified and our sales more global. A decrease in the demand for potash and langbeinite would have an adverse effect on our financial condition and results of operations. Similarly, in periods when production exceeds demand, the price at which we sell our potash and langbeinite and our sales volumes would likely fall, which would adversely affect our results of operations and financial condition more than our diversified competitors.

Heavy precipitation or low evaporation rates at our solar solution mines could impact our potash production at those facilities, which could adversely affect our sales and results of operations.

All of our potash production comes from our solar solution mines. These facilities use solar evaporation ponds to form potash crystals from brines. Weather conditions at these facilities could negatively impact potash production. For example, heavy rainfall in September and October, just after the evaporation season ends, can reduce the amount of potash we produce in that year or the following year by causing the potash crystals to dissolve and consume pond capacity. Similarly, lower‑than‑average temperatures or higher-than-average seasonal rainfall would reduce evaporation rates and therefore impact production. We experienced significant rainfall in the summer of 2019 at our Wendover facility which reduced the product available for sale in 2020. Similarly, our HB facility experienced a higher-than-average seasonal rainfall in the summer of 2021, which led to fewer tons available for sale in the second half of 2021 and in the spring of 2022. If we experience heavy rainfall or low evaporation rates at any of our solar solution mines, we would have less potash available for sale, and our sales and results of operations would be adversely affected. Reduced potash available for sale could also affect our ability to produce and sell byproducts such as salt and magnesium chloride.

Inflows of water into our langbeinite mine from heavy rainfall or groundwater could result in increased costs and production downtime and could require us to abandon the mine, any of which could adversely affect our results of operations.

Major weather events such as heavy rainfall can result in water inflows into our underground, langbeinite mine. The presence of water-bearing strata in many underground mines carries the risk of water inflows into the mines. If we experience water inflows at our langbeinite mine, our employees could be injured and our equipment and mine shafts could be seriously damaged. We could be forced to shut down the mine temporarily, potentially resulting in significant production delays, and we could spend substantial funds to repair or replace damaged equipment. Inflows may also destabilize the mine shafts over time, resulting in safety hazards for employees and potentially leading to the permanent abandonment of the mine.

A significant disruption to our information technology systems could adversely affect our business and operating results.

We rely on a variety of information technology and automated operating systems to manage or support our operations. We depend on our information technology systems for a variety of functions, including, but not limited to, financial reporting, inventory management, procurement, invoicing, and email. We also have access to, and we create and store, sensitive data, including our proprietary business information and that of our customers, and personally identifiable information of our employees. The proper functioning of these systems and the security of this data is critical to the efficient operation and management of our business. In addition, these systems could require modifications or upgrades as a result of technological changes or growth in our business. These changes could be costly and disruptive to our operations and could impose substantial demands on management time. Our systems, and those of third-party providers, also could be vulnerable to damage or disruption caused by catastrophic events, power outages, natural disasters, computer system or network failures, viruses or malware, physical or electronic break-ins, unauthorized access, and cyber-attacks. Although we take steps to secure our systems and electronic information, these cybersecurity measures may not be adequate. Any security breaches could compromise our networks and the information stored on them could be improperly accessed, disclosed, lost, or stolen. Any such access, disclosure or other loss of information could disrupt our operations and the services we provide to customers, damage our reputation or our relationships with our customers or result in legal claims or proceedings, any of which could adversely affect our business, reputation, and operating results.

~~Our~~We ~~business~~face ~~may~~risks berelated ~~adversely~~to ~~affected~~cybersecurity bythreats ~~union~~and ~~activities~~incidents.

~~Hourly~~We ~~employees~~regularly atface ~~our~~attempts ~~Wendover~~by ~~facility~~others ~~are~~to ~~represented~~gain byunauthorized aaccess ~~labor~~through ~~union.~~the ~~These~~internet, ~~employees~~or ~~represent~~to ~~approximately~~introduce 9%malicious ofsoftware, to our ~~total~~information ~~workforce~~technology (“IT”) systems. ~~Our~~Individuals ~~current~~or ~~collective~~organizations, ~~bargaining~~including ~~agreement~~malicious ~~with~~hackers ~~the~~and ~~union,~~insider ~~which~~threats ~~became~~including ~~effective~~employees onand ~~June~~third-party 1service providers, ~~2023~~or intruders into our physical facilities, ~~expires~~at ontimes ~~May~~attempt 31to gain unauthorized access to our software, ~~2026~~network, and services. ~~Although~~We wecould ~~believe~~also ~~that~~be ~~our~~a ~~relations~~target ~~with~~of malicious attackers who attempt to gain access to our ~~unionized~~network ~~employees~~or ~~are~~data ~~good,~~centers; westeal ~~may~~proprietary ~~not~~information berelated ~~successful~~to inour ~~negotiating~~business, aproducts, ~~new~~employees, ~~collective~~suppliers ~~bargaining~~and ~~agreement~~customers; asinterrupt aour ~~result~~systems and services or those of ~~general~~our ~~economic~~suppliers, ~~financial~~customers, or others; or demand a ransom to return

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~~competitive~~control of such systems and services. Such attempts—including but not limited to—social engineering or “phishing” attempts, ~~legislative~~denial of service attacks and malware (including viruses, ~~political~~trojans and keyloggers) are increasing in number, intensity and ~~other~~in ~~factors~~technical ~~beyond~~sophistication, and are increasingly difficult to detect for periods of time, especially as they relate to attacks on third-party vendors, and, if successful, expose us and any affected parties to risk of loss or misuse of proprietary or confidential information or disruptions of our ~~control~~business operations, including our manufacturing operations. ~~Any~~These ~~new~~attacks ~~agreement~~are ~~could~~often ~~result~~carried inout aby ~~significant~~motivated ~~increase~~and inhighly skilled actors, who are increasingly well-resourced. Our IT infrastructure also includes services provided by third parties, and these service providers can experience breaches of their systems and products that impact the security of our ~~labor~~systems ~~costs~~and our proprietary or confidential information. In addition, acertain ~~breakdown~~factors, such as rapid technology evolution, including increased adoption of artificial intelligence, and geopolitical events, have increased cybersecurity risks. A substantial breach of our or one of our service providers’ systems could damage our reputation and result in ~~negotiations~~the loss of revenues, or ~~failure~~the tomisuse ~~timely~~of ~~enter~~confidential ~~into~~data, amanufacturing ~~new~~challenges ~~collective~~or ~~bargaining~~disruption, ~~agreement~~diversion ~~could~~of ~~materially~~management ~~disrupt~~attention, litigation, regulatory action and damage to our ~~Wendover~~relationships ~~operations~~with vendors, business partners and customers, and we may incur significant expenses to resolve such issues.

Finally, the SEC has adopted new rules that require us to provide greater disclosures around cybersecurity risk management, strategy, and governance, as well as disclose the occurrence of material cybersecurity incidents. We cannot yet predict or estimate the amount of additional costs we will incur in order to comply with these rules or the timing of such costs. These rules and regulations may also require us to report a cybersecurity incident before we have been able to fully assess its impact or remediate the underlying issue. Efforts to comply with such reporting requirements could divert management’s attention from our incident response and could potentially reveal system vulnerabilities to threat actors. Failure to timely report incidents under these or other similar rules could also result in monetary fines, sanctions, or subject us to other forms of liability. This regulatory environment is increasingly challenging and may present material obligations and risks to our business, including significantly expanded compliance burdens, costs, and enforcement risks.

Artificial intelligence presents risks and challenges that can impact our business including by posing security risks to our confidential information, proprietary information, and personal data.

Issues in the development and use of artificial intelligence, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations. As with many technological innovations, artificial intelligence presents risks and challenges that could impact our business. We may adopt and integrate generative artificial intelligence tools into our systems for specific use cases reviewed by legal and information security. Our vendors may incorporate generative artificial intelligence tools into their offerings without disclosing this use to us, and the providers of these generative artificial intelligence tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors’ ability to maintain an adequate level of service and experience. If we, our vendors, or our third-party partners experience an actual or perceived breach or privacy or security incident because of the use of generative artificial intelligence, we may lose valuable intellectual property and confidential information, and our reputation and the public perception of the effectiveness of our security measures could be harmed. Further, bad actors around the world use increasingly sophisticated and rapidly evolving methods, including the use of artificial intelligence, to engage in illegal activities involving the theft and misuse of personal information, confidential information, and intellectual property. Any of these outcomes could damage our reputation, result in the loss of valuable property and information, and adversely impact our business.

Our business may be adversely affected by union activities.

Hourly employees at our Wendover facility are represented by a labor union. These employees represent approximately 11% of our total workforce. Our current collective bargaining agreement with the union, which became effective on June 1, 2023, expires on May 31, 2026. Although we believe that our relations with our unionized employees are good, we may not be successful in negotiating a new collective bargaining agreement as a result of general economic, financial, competitive, legislative, political, and other factors beyond our control. Any new agreement could result in a significant increase in our labor costs. In addition, a breakdown in negotiations or failure to timely enter into a new collective bargaining agreement could materially disrupt our Wendover operations.

From time to time, efforts have been made to unionize employees at our other facilities. Additional unionization efforts could disrupt our business, consume management attention, or increase our operating costs. In addition, if these efforts were successful, we could experience increased labor costs, an increased risk of work stoppages, and limits on our flexibility to run our business in the most efficient manner to remain competitive.

Risks Related to Our Industry

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Changes in the agricultural industry could exacerbate the cyclical nature of the prices and demand for our products or adversely affect the markets for our products.

Farmers attempt to apply the optimum amounts of fertilizer to maximize their economic returns. A farmer's decision about the application rate for each fertilizer, or the decision to forgo the application of a fertilizer, particularly potash and Trio®, varies from year to year depending on several factors. These factors include crop types, crop prices, weather patterns, fertilizer and other crop input costs, and the level of crop nutrients remaining in the soil following the previous harvest. Farmers are more likely to increase application rates of fertilizers when crop prices are relatively high, fertilizer and other crop input costs are relatively low, or the level of crop nutrients remaining in the soil is relatively low. Conversely, farmers are likely to reduce application of fertilizers when farm economics are weak or declining or the level of crop nutrients remaining in the soil is relatively high. This variability in application rates can impact the cyclical nature of the prices and demand for our products. In addition, farmers may buy and apply potash or Trio® in excess of current crop needs, which results in a build-up of potassium in the soil that can be used by crops in subsequent crop years. If this occurs, demand for our products could be delayed to future periods.

State and federal governmental policies, including farm and ethanol subsidies and commodity support programs, may also influence the number of acres planted, the mix of crops planted, and the use of fertilizers. In addition, there are various city, county, and state initiatives to regulate the use and application of fertilizers due to various environmental concerns. If U.S. agricultural production or fertilizer use decreases significantly due to one or more of these factors, our results of operations could be adversely affected.

Mining is a complex process that frequently experiences production disruptions, which could adversely affect our results of operations.

The process of mining is complex. Production delays can occur due to equipment failures, unusual or unexpected geological conditions, environmental hazards, acts of nature, and other unexpected events or problems. Furthermore, production is dependent upon the maintenance and geotechnical structural integrity of our tailings and storage ponds. The amounts that we are required to spend on maintenance and repairs may be significant.

Our East mine, surface, and support facilities are over 50 years old. As mining progresses at an underground mine, operations typically move further away from the shafts and, despite modernization through sustaining capital, fixed assets may require increased repair or refurbishment. These conditions increase the exposure to higher operating costs or the increased probability of incidents.

Mining is an inherently hazardous industry, and accidents could result in significant costs or production delays.

Mining is hazardous and involves various risks and hazards that can result in serious accidents. If accidents or unforeseen events occur, or if our safety procedures are not followed or are ineffective, we could be subject to liabilities arising out of personal injuries or death, our operations could be interrupted, or we could be required to shut down or abandon affected facilities. Accidents could cause us to expend significant amounts to remediate safety issues or repair damaged facilities.

Existing or expanded oil and gas development near our mines could result in methane gas leaking from an oil and gas well into our mines. We test our mines regularly for methane gas. Unlike coal mines, our mines are not constructed or equipped to deal with methane gas. Any intrusion of methane gas into our mines could cause a fire or an explosion resulting in loss of life or significant property damage or could require the suspension of all mining operations until the completion of extensive modifications and re-equipping of the mine. The costs of modifying our mines and equipment could make it uneconomical to reopen our mines. You can find more information about the co-development of potash and oil and gas resources near our New Mexico facilities under the risk factor below entitled "-Existing and further oil and gas development in the Designated Potash Area could impair our potash reserves, which could adversely affect our financial condition or results of operations."

The grade of ore that we mine could vary due to the complex geology and mineralogy of our reserves, which could adversely affect our production and our results of operations.

Ore bodies have complex geology. Our production is affected by the mineral content and other mineralogy of the ore. Our projections of ore grade may not be accurate. There are numerous uncertainties inherent in estimating ore grade, including many factors beyond our control. As the grade of our remaining ore reserves decreases over time, we need to process more ore to produce the same amount of saleable-grade product, increasing our costs and slowing our production. In addition, there are few opportunities to acquire more reserves in the areas around our current operations. If we are unable to process more ore to maintain current production levels, if the processing of more ore materially increases our costs, or if our ore grade projections are not accurate, our results of operations would be adversely affected.

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If the assumptions underlying our reserve estimates are inaccurate or if future events cause us to negatively adjust our previous assumptions, the quantities and value of our reserves, and in turn our financial condition and results of operations, could be adversely affected.

There are numerous uncertainties inherent in estimating our potash and langbeinite reserves. As a result, our reserve estimates necessarily depend upon several assumptions, including the following:

•geologic and mining conditions, which may not be fully identified by available exploration data and may differ from our experiences in areas where we currently mine or operate;

•future potash and Trio® prices, operating costs, capital expenditures, royalties, severance and excise taxes, and development and reclamation costs;

•future mining technology improvements;

•the effects of governmental regulation; and

•variations in mineralogy.

In addition, because reserves are estimates built on various assumptions, they cannot be audited for the purpose of verifying exactness. It is only after extraction that reserve estimates can be compared to actual values to adjust estimates of the remaining reserves. If any of the assumptions that we make in connection with our reserve estimates are incorrect, the amounts of potash and langbeinite that we can economically recover from our mines could be significantly lower than our reserve estimates. In addition, we periodically review the assumptions underlying our reserve estimates. If future events cause us to negatively adjust our previous assumptions, our reserve estimates could be adversely affected. In any of these events, our financial condition and results of operations could be adversely affected.

We updated our mineral reserves and resources as of December 31, 2023, and we determined we do not have any mineral reserves at our East facility because the mineral deposit could not be economically extracted.

Existing and further oil and gas development in the Designated Potash Area could impair our potash reserves, which could adversely affect our financial condition or results of operations.

The U.S. Department of the Interior ("DOI") regulates the co-development of federal mineral resources-—both potash and oil and gas-—on federal lands in what the DOI has designated as the Designated Potash Area. This 497,000-acre region outside of Carlsbad, New Mexico, includes all of our New Mexico operations and facilities. In 2012, the DOI issued an updated order that provides guidance to the BLM and industry on the co-development of these resources. See Order 3324 issued by the Secretary of the Interior on December 4, 2012 ("2012 Secretary's Order").

It is possible that oil and gas drilling in the Designated Potash Area could limit our ability to mine valuable potash and langbeinite reserves or mineralized deposits because of setbacks from oil and gas wells and the establishment of unminable buffer areas around oil or gas wells. It is also possible that the BLM could determine that the size of these unminable buffer areas should be larger than they are currently, which could impact our ability to mine our reserves. We review applications for permits to drill oil and gas wells as they are publicly disclosed by the BLM and the State of New Mexico. When appropriate, we protest applications for drilling permits that we believe should not be drilled consistent with the operative federal and state rules and that could impair our ability to mine our reserves or put at risk the safety of our employees. We may not prevail in these protests or be able to prevent wells from being drilled in the vicinity of our reserves. If, notwithstanding our protests and appeals, a sufficient number of wells are drilled through or near our reserves, our reserves could be significantly impaired, which could adversely affect our financial condition or results of operations.

The mining business is capital intensive and our inability to fund necessary or desirable capital expenditures could have an adverse effect on our growth and profitability.

The mining business is capital intensive. We may find it necessary or desirable to make significant capital expenditures in the future to sustain or expand our existing operations and may not have, or have access to, the financial resources to pursue these expenditures. If costs associated with capital expenditures increase or if our earnings decrease significantly or we do not have access to the capital markets, we could have difficulty funding any necessary or desirable capital expenditures at an acceptable rate or at all. This could limit the expansion of our production or make it difficult for us to sustain our existing operations at optimal levels. Increased costs for capital expenditures could also have an adverse effect on the profitability of our existing operations and returns from our most recent strategic projects.

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our existing operations at optimal levels. Increased costs for capital expenditures could also have an adverse effect on the profitability of our existing operations and returns from our most recent strategic projects.

Risks Related to Financial Position, Indebtedness and Additional Capital Needs

The execution of strategic projects could require more time and money than we expect, which could adversely affect our results of operations and financial condition.

From time to time, we invest in strategic projects. The completion of these projects could require significantly more time and money than we expect. In some cases, the construction or commissioning processes could force us to slow or shut down normal operations at the affected facility for a period of time, which would cause lower production volume and higher production costs per ton. In addition, our management team and other employees may be required to spend a significant amount of time addressing strategic projects, which could mean that our normal operations receive less time and attention. As we proceed with one or more of these strategic projects, we may not realize the expected benefits despite substantial investments, they may cost significantly more than we expect, or we may encounter additional risks that we did not initially anticipate.

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of time addressing strategic projects, which could mean that our normal operations receive less time and attention. As we proceed with one or more of these strategic projects, we may not realize the expected benefits despite substantial investments, they may cost significantly more than we expect, or we may encounter additional risks that we did not initially anticipate.

Future indebtedness could adversely affect our financial condition and impair our ability to operate our business.

As of December 31, ~~2023~~2024, we had $4no ~~million in~~ outstanding borrowings under a revolving credit facility that allows us to borrow up to $150 million. This credit facility expires in 2027. In the future, we may be unable to obtain new financing or refinancing on acceptable terms, or at all. In addition, we may incur additional indebtedness in the future. The agreements governing the credit facility restrict, but do not prohibit, us from incurring additional indebtedness.

Future indebtedness could have important consequences, including the following:

•limiting our ability to borrow additional money or sell additional shares of common stock to fund our working capital, capital expenditures, and debt service requirements;

•limiting our flexibility in planning for, or reacting to, changes in our business;

•being more highly leveraged than some of our competitors, which could place us at a competitive disadvantage;

•being vulnerable to a downturn in our business or the economy;

•requiring us to dedicate a substantial portion of our cash flows from operations to the repayment of our indebtedness, thereby reducing the availability of our cash flows for other purposes; and

•adversely affecting our business and financial condition if we default on or are unable to service our indebtedness, are unable to refinance such indebtedness on favorable terms or are unable to obtain additional financing, as needed.

Our debt agreement contains financial and other restrictive covenants. For example, the agreement includes financial covenants that require us to maintain a maximum leverage ratio (as these ratios are defined under the agreement). For more information about financial covenants, see Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources."

These covenants could limit our ability to engage in activities that are in our long-term best interests. Our failure to comply with these covenants would result in an event of default that, if not waived, could result in the acceleration of all outstanding indebtedness. The credit facility is secured by substantially all of our assets. As such, an event of default could also result in our lenders foreclosing on some or all of our assets.

Adverse conditions in the domestic and global economy and disruptions in the financial markets could negatively affect our results of operations and financial condition.

Global and domestic economic volatility and uncertainty, for example, as a result of rising interest rates, a recession or fear of a recession, global trade uncertainties, tariffs, international conflicts, epidemics or other significant health concerns, and inflation, can create uncertainty for farmers and customers in the geographic areas where we sell our products. If farmers reduce, delay, or forgo their potash and Trio® purchases because of economic volatility or uncertainties the results of our operations would be adversely affected. Moreover, volatility and disruptions in the financial markets could limit our customers' ability to obtain adequate financing or credit to purchase and pay for our products, which would decrease our sales volume and increase our risk of non-payment by customers. Changes in governmental banking, monetary, and fiscal policies to restore liquidity and increase credit availability may not be effective. It is difficult to determine the extent of economic and financial market problems and the many ways in which they could negatively affect our customers and business. In addition, if we are required to raise additional capital or obtain additional credit during an economic downturn, we could be unable to do so on favorable terms or at all.

Market upheavals due to military actions, pandemics, terrorist attacks, other catastrophic events, or economic repercussions from those events could reduce our sales or increase our costs.

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Actual or threatened armed conflicts, terrorist attacks, military or trade disruptions, or other catastrophic events, including pandemics and other public health crises, affecting the areas where we or our competitors do business could disrupt the global market for potassium-based products. As a result, our competitors may increase their sales efforts in our geographic markets and pricing of our products could suffer. If this occurs, we could lose sales to our competitors or be forced to lower our prices. In addition, due to concerns related to terrorism or the potential use of certain fertilizers as explosives, local, state, and federal governments could implement new regulations impacting the production, transportation, sale, or use of potassium-based products. These new regulations could result in lower sales or higher costs.

The loss or substantial decline in revenue from larger customers or certain industries could have a material adverse effect on our revenues, profitability, and liquidity.

Despite diversification across multiple industries, including agricultural, industrial, and feed, larger customers, at times, comprise a significant portion of our sales revenue. For example, in 2023, one customer in our potash and Trio® segments accounted for approximately 12%, or $33.4 million, of our total consolidated revenues. In 2022, this same customer accounted for approximately 10%, or $35.0 million of our total consolidated revenues. If we experience a significant decline in sales from our larger customers or in certain industries, it may be difficult to replace those sales which could have a material effect on our results of operations.24

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Despite diversification across multiple industries, including agricultural, industrial, and feed, larger customers, at times, comprise a significant portion of our sales revenue. For example, in 2024 one customer in our potash and Trio® segments accounted for approximately 10%, or $25.6 million, or our total consolidated revenues. In 2023 and 2022, this same customer accounted for approximately 12%, or $33.4 million, and 10%, or $35.0 million of our total consolidated revenues, respectively. If we experience a significant decline in sales from our larger customers or in certain industries, it may be difficult to replace those sales which could have a material effect on our results of operations.

Risks Related to Compliance, Regulatory and Legal Issues

Changes in laws and regulations affecting our business, or changes in enforcement practices, could adversely affect our financial condition or results of operations.

We are subject to numerous federal, state, and local laws and regulations covering a wide variety of business practices. Changes in these laws or regulations could require us to modify our operations, objectives, or reporting practices in ways that adversely impact our financial condition or results of operations. In addition, new laws and regulations, including economic sanctions, or new interpretations of or enforcement practices with respect to existing laws and regulations, could similarly impact our business. For example, the recent imposition of additional tariffs, or proposed tariffs, by the U.S. on various countries (as well as potential retaliatory tariffs against the U.S.), could increase our cost of doing business and may lead to further challenges for us in the various markets in which we operate.

~~For example~~Additionally, we are subject to significant regulation under MSHA and OSHA. High-profile mining accidents could prompt governmental authorities to enact new laws and regulations that apply to our operations or to more strictly enforce existing laws and regulations. See also “Environmental laws and regulations could subject us to significant liability and require us to incur additional costs.”

If we are unable to obtain and maintain the required permits, governmental approvals, and leases necessary for our operations, our business could be adversely affected.

We hold numerous environmental, mining, safety, and other permits and governmental approvals authorizing and regulating the operations at each of our facilities. An agency's decision to deny or delay a new or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could prevent or limit us from continuing our operations at the affected facility, which could have an adverse effect on our business, financial condition, and results of operations. In addition, we could be required to expend significant amounts to obtain, or come into compliance with, these permits, approvals, and leases, or we could be required to make significant capital investments to modify or suspend our operations at one or more of our facilities.

Any expansion of our existing operations would require us to secure the necessary environmental and other permits and approvals. We may not be able to obtain these permits and approvals in a timely manner or at all. In addition, under certain circumstances, the federal government must consider and study a project's likely environmental impacts. Based on the federal government's evaluation, it could require an environmental assessment or an environmental impact statement in order to approve a project or permit, which could result in significant time delays and costs. Furthermore, many of our operations occur on land that is leased from federal and state government authorities. Expansion of our existing operations could require securing additional federal and state leases. We may not be able to obtain or renew these leases on favorable terms or at all. In addition, our existing leases generally require us to commence mining operations within a specified time frame and to continue mining in order to retain the lease. The loss or non-renewal of a lease could adversely affect our ability to mine the associated reserves.

Also, certain of our existing leases require us to make royalty payments based on the revenue generated by the potash, langbeinite, water, or byproducts that we extract from the leased land. The royalty rates are subject to change whenever we renew our leases, which could lead to significant increases in these rates. As of December 31, ~~2023~~2024, approximately 17% of our state, federal and private lease acres at our New Mexico facilities (including leases at the HB and North mines) and 22% of our state and federal lease acres at our Utah operations will be up for renewal within the next five years. Increases in royalty rates would reduce our profit margins and, if the increases were significant, would adversely affect our results of operations. Reporting of royalties is subject to periodic audits by federal and state officials. The Office of Natural Resources Revenue ("ONRR") completed their draft audit report of our New Mexico royalty reporting in September 2019. As of February 2025, we are continuing to progress on the audit in cooperation with ONRR.

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

As a result of our international sales, we are subject to the U.S. Foreign Corrupt Practices Act (the "FCPA") and other laws that prohibit improper payments or offers of payments to foreign governments and their officials for the purpose of obtaining or retaining business. Our international activities create the risk of unauthorized payments or offers of payments in violation of the FCPA or other anti-corruption laws by one of our employees, consultants, sales agents, or distributors even though these persons are not always subject to our control. Although we have implemented policies and training designed to

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~~("ONRR")~~promote ~~completed~~compliance ~~their~~with ~~draft~~these ~~audit~~laws, ~~report~~these ofpersons ~~our~~may ~~New~~take ~~Mexico~~actions ~~royalty~~in ~~reporting~~violation inof ~~September~~our ~~2019~~policies. AsAny violations of ~~February~~the ~~2024,~~FCPA weor ~~are~~other ~~continuing~~anti-corruption tolaws ~~progress~~could onresult ~~the~~in ~~audit~~significant incivil ~~cooperation~~or ~~with~~criminal ~~ONRR.~~penalties and have an adverse effect on our reputation.

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

Risks Related to the Environment and Climate

Physical effects of climate change, and climate change legislation, could have a negative effect on us and our customers, and, in turn, our results of operations.

The impact of climate change on our operations and our customers’ operations remains variable and uncertain. The physical effects of climate change could have an adverse effect on us and our customers as experts believe that climate change may be associated with more extreme weather conditions. These effects could include, but may not be limited to, changes in regional weather patterns, including drought and rainfall levels, timing and duration of wintry precipitation and snow events, water availability, sea levels, storm patterns and intensities and temperature levels, including increased volatility in seasonal temperatures via excessively hot or cold temperatures. These extreme weather conditions could vary by geographic location.

Severe climate change could have an adverse effect on our costs, production, or sales, especially with respect to our solar operations, which require hot, arid summer weather conditions. Prolonged periods of precipitation or cooler weather during the evaporation season could reduce evaporation rates, leading to decreases in our production levels. Similarly, drought or decreased mountain snowfall and associated freshwater run-off could change brine levels, impacting our mineral harvesting process at our Wendover facility. The occurrence of these events at our solar operations could lead to decreased production levels, increased operating costs and require us to make significant additional capital expenditures. Furthermore, weather conditions have historically caused volatility in the agricultural industry and, as a result, in our results of operations, by causing crop failures or significantly reduced harvests, which can adversely affect application rates, demand for our products and our customers’ creditworthiness. Weather conditions can also lead to drought or wildfires, which could adversely impact growers’ crop yields and the uptake of our products, which would reduce the need for application of our products for the following planting season, which could result in lower demand for our products and negatively impact the prices of our products. Finally, salt and magnesium chloride sales into the deicing market and our ability to utilize certain water rights for sale into oil and gas markets may be adversely affected by weather conditions in our markets. Any prolonged change in weather patterns in our markets, as a result of climate change or otherwise, could have a material impact on the results of our operations.

In recent years, the U.S. Congress considered legislation to reduce emissions of greenhouse gases (“GHGs”). Such initiatives could restrict our or our customers’ operations, require us or our customers to make changes in our respective businesses that would increase our operating costs, reduce our efficiency or limit our output, require us to make capital improvements to our facilities, increase our energy, raw material and transportation costs or limit their availability, or otherwise materially adversely affect our financial condition and results of operations. In addition, a number of states are addressing GHG emissions, primarily through the development of emission inventories or regional GHG cap and trade programs. Depending on the particular program, we and our customers could be required to control GHG emissions or to purchase and surrender allowances for GHG emissions resulting from our operations.

Independent of Congress, the Environmental Protection Agency ("EPA") has adopted regulations controlling GHG emissions under its existing authority under the CAA. For example, following its findings that emissions of GHGs present an endangerment to human health and the environment because such emissions contributed to warming of the earth’s atmosphere and other climate changes, the EPA has adopted regulations under existing provisions of the CAA that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources that are already potential major sources for conventional pollutants. In addition, the EPA has adopted rules requiring the monitoring and reporting of GHG emissions from specified production, processing, transmission, and storage facilities in the U.S. on an annual basis.

Further, in December 2015, over 190 countries, including the U.S., reached an agreement to reduce global GHG emissions, also known as the Paris Agreement. The Paris Agreement entered into force in November 2016 after more than 170 nations, including the U.S., ratified or otherwise indicated their intent to be bound by the agreement. After previously withdrawing, ~~the~~and ~~U.S.~~rejoining ~~rejoined~~ the Paris Agreement, in January ~~2021.~~2025 ~~The~~the U.S. ~~and~~began ~~other~~the ~~countries'~~process ~~actions~~of withdrawing from the Paris Agreement. Actions to implement the mandates of the Paris Agreement or otherwise impose regulations on our industry or our customers’ industries aimed at reducing GHG emissions could have an adverse effect on our business.

It is possible that future legislation or regulation addressing climate change, including, any changes to existing agreements or any new international agreements, could adversely affect our operations, energy, raw material and transportation costs, results of operations, liquidity or capital resources, and these effects could be material or adversely impact us. In addition, to the extent climate change restrictions imposed in countries where our competitors operate, such as Canada, Russia, and Belarus, are less stringent than in the U.S., our competitors could gain cost or other competitive advantages over us.

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~~mandates~~communities and make it a priority to protect the natural resources surrounding our operation, we may be required to expend significant resources to do so, which could increase our operational costs. Further, there can be no assurance of the ~~Paris~~extent ~~Agreement~~to which our goals will be achieved, or ~~otherwise~~that ~~impose~~any ~~regulations~~future oninvestments we make in furtherance of achieving such target and goal will meet investor expectations or legal standards, if any, regarding sustainability performance. Moreover, we may determine that it is in the best interest of our ~~industry~~Company and our stockholders to prioritize other business investments over the achievement of our current plans based on economic, technological developments, regulatory and social factors, business strategy or pressure from investors, activist groups, or other stakeholders. If we are unable to meet these commitments, then we could incur adverse publicity and reaction from investors, activist groups, or other stakeholders, which could adversely impact the perception of us and our products and services by current and potential customers’, ~~industries~~as ~~aimed~~well atas ~~reducing~~investors, ~~GHG~~which ~~emissions~~could in turn adversely impact our results of operations. Failure to adapt to or comply with regulatory requirements or investor or stakeholder expectations and standards could ~~have~~negatively animpact ~~adverse~~our ~~effect~~reputation, onability to do business with certain partners, and harm our business.

It is possible that future legislation or regulation addressing climate change, including in response to the Paris Agreement or any new international agreements, could adversely affect our operations, energy, raw material and transportation costs, results of operations, liquidity or capital resources, and these effects could be material or adversely impact us. In addition, to the extent climate change restrictions imposed in countries where our competitors operate, such as Canada, Russia, and Belarus, are less stringent than in the U.S., our competitors could gain cost or other competitive advantages over us.

We have also made certain public statements regarding our commitment to the environment and our focus on protecting the environments, resources, and ecosystems surrounding our locations. Although we intend to work closely with communities and make it a priority to protect the natural resources surrounding our operation, we may be required to expend significant resources to do so, which could increase our operational costs. Further, there can be no assurance of the extent to which our goals will be achieved, or that any future investments we make in furtherance of achieving such target and goal will meet investor expectations or legal standards, if any, regarding sustainability performance. Moreover, we may determine that it is in the best interest of our Company and our stockholders to prioritize other business, social, governance or sustainable investments over the achievement of our current plans based on economic, technological developments, regulatory and social factors, business strategy or pressure from investors, activist groups or other stakeholders. If we are unable to meet these commitments, then we could incur adverse publicity and reaction from investors, activist groups or other stakeholders, which could adversely impact the perception of us and our products and services by current and potential customers, as well as investors, which could in turn adversely impact our results of operations. Failure to adapt to or comply with regulatory requirements or investor or stakeholder expectations and standards could negatively impact our reputation, ability to do business with certain partners, and harm our business.

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

We are subject to many environmental, safety, and health laws and regulations, including laws and regulations relating to mine safety, mine land reclamation, remediation of hazardous substance releases, and discharges into the soil, air, and water.

Our operations, as well as those of our predecessors, have involved the use and handling of regulated substances, hydrocarbons, potash, salt, related potash and salt byproducts, and process tailings. These operations resulted, or may have resulted, in soil, surface water, and groundwater contamination. At some locations, salt-processing waste, building materials (including asbestos-containing material), and ordinary trash may have been disposed of or buried in areas that have since been closed and covered with soil and other materials.

We could incur significant liabilities under environmental remediation laws such as CERCLA due to the ownership or operations in our current or former facilities, adjacent or nearby third-party facilities, or off-site disposal locations. Under CERCLA and similar state laws, in some circumstances liability may be imposed without regard to fault or legality of conduct and one party may be required to bear more than its proportional share of cleanup costs at a site. Liability under these laws involves inherent uncertainties.

We are also subject to federal and state environmental laws that regulate discharges of pollutants and contaminants into the environment, such as the CWA and the CAA. For example, our water disposal processes rely on dikes and reclamation ponds that could breach or leak, resulting in a possible prohibited release into the environment. Moreover, although the North ~~and~~mine ~~East mines~~ in New Mexico and the Moab mine in Utah are designated as zero discharge facilities under the applicable water quality laws and regulations, these mines could experience some water discharges during significant rainfall events.

We expect that we will be required to continue to invest in environmental controls at our facilities and that these expenses could be significant. In addition, violations of environmental, safety, and health laws could subject us to civil and, in some cases, criminal sanctions. We could also be required to invest in additional equipment, facilities, or employees, or could incur significant liabilities, due to any of the following:

•changes in the interpretation of environmental laws;

•modifications or amendments to current environmental laws;

•the issuance of more stringent environmental laws; and

•malfunctioning process or pollution control equipment.

The mining and processing of potash and langbeinite also generate residual materials that must be managed both during the operation of the facility and upon facility closure. For example, potash tailings, consisting primarily of salt, iron, and clay, are stored in surface disposal sites and require management. At least one of our New Mexico facilities, the HB mine, may have issues regarding lead in the tailings pile as a result of previous owners' operations. During the life of the tailings management areas, we have incurred and will continue to incur significant costs to manage potash residual materials in accordance with environmental laws and regulations and permit requirements.

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As a potash producer, we currently are exempt from certain State of New Mexico mining laws related to reclamation obligations. If this exemption were to be eliminated or restricted, we could be required to incur significant expenses related to reclamation at our New Mexico facilities.

For more information about environmental, safety and health matters affecting our business, see "Business-Environmental, Safety, and Health Matters."

Risks Related to our Common Stock

The price of our common stock may be volatile, and you could lose all or part of your investment.

The market price of our common stock has experienced, and may continue to experience, volatility. For example, during 2023, the market price of our common stock ranged between $17.23 and $34.51. These fluctuations may continue because of numerous factors, including, but not limited to, the following:27

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The market price of our common stock has experienced, and may continue to experience, volatility. For example, during 2024, the market price of our common stock ranged between $17.52 and $29.75. These fluctuations may continue because of numerous factors, including, but not limited to, the following:

▪our operating performance and the performance of our competitors;

▪the public's reaction to our press releases, other public announcements, or filings with the SEC;

▪changes in earnings estimates or recommendations by research analysts who follow us or other companies in our industry;

▪variations in general economic, market, and political conditions;

▪changes in commodity prices or foreign currency exchange rates;

▪substantial sales of common stock by us in connection with future acquisitions or capital raising activities;

▪actions of our current stockholders, including sales of common stock by our directors and executive officers;

▪the arrival or departure of key personnel;

▪other developments affecting us, our industry, or our competitors; and

▪the other risks described in this Annual Report.

Our financial position, cash flows, results of operations, and stock price could be materially adversely affected if commodity prices decline. In addition, in recent years the stock market has experienced extreme price and volume fluctuations. This volatility has had a significant effect on the market prices of securities issued by many companies for reasons unrelated to their operating performance. Our stock price may experience extreme volatility due to uncertainty regarding, among other things, commodity prices. These market fluctuations may materially and adversely affect our stock price, regardless of our operating results.

Our stock is currently listed on the NYSE. For continued listing, we are required to meet specified listing standards, including a minimum stock price, market capitalization, and stockholders’ equity. If we are unable to meet the NYSE’s listing standards the NYSE would delist our common stock. At that point, it is possible that our common stock could be quoted on the over-the-counter bulletin board or the pink sheets. This could have negative consequences, including reduced liquidity for stockholders; reduced trading levels for our common stock; limited availability of market quotations or analyst coverage of our common stock; stricter trading rules for brokers trading our common stock; and reduced access to financing alternatives for us. We also would be subject to greater state securities regulation if our common stock was no longer listed on a national securities exchange. Volatility of our common stock may make it difficult for you to resell shares of our common stock when you want or at attractive prices.

The future issuance and sale of additional shares of our common stock or an announcement that the issuances and sales may occur, may adversely affect the market price of our common stock.

We cannot predict the size of future issuances or sales of shares of our common stock in connection with future acquisitions or capital raising activities, or the effect, if any, that the issuances or sales may have on the market price of our common stock. The issuance and sale of substantial amounts of shares of our common stock or an announcement that the issuances and sales may occur, could adversely affect the market price of our common stock.

We do not anticipate paying cash dividends on our common stock.

We currently intend to retain earnings to reinvest for future operations and growth of our business and do not anticipate paying any cash dividends on our common stock. Accordingly, realization of any gain on our common stock will depend on the appreciation of the price of the shares of our common stock, which may never occur. However, our Board of Directors, in its discretion, may decide to declare a dividend at an appropriate time in the future, subject to the terms of our revolving credit agreement. A decision to pay a dividend would depend upon, among other factors, our results of operations, financial condition, and cash requirements and the terms of our revolving credit agreement at the time a payment is considered.

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Provisions in our charter documents and Delaware law may delay or prevent a third party from acquiring us.

We are a Delaware corporation and the anti-takeover provisions of Delaware law impose various barriers to the ability of a third party to acquire control of us, even if a change of control would be beneficial to our existing stockholders. In addition, our current certificate of incorporation and bylaws contain several provisions that may make it more difficult for a third party to acquire control of us without the approval of our Board of Directors. These provisions may make it more difficult or expensive for a third party to acquire a majority of our outstanding common stock. Among other things, these provisions:

•allow our Board of Directors to create and issue preferred stock with rights senior to those of our common stock without prior stockholder approval, except as may be required by NYSE rules;

•do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;

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•prohibit stockholders from calling special meetings of stockholders;

•prohibit stockholders from acting by written consent, thereby requiring all stockholder actions to be taken at a meeting of our stockholders;

•require vacancies and newly created directorships on the Board of Directors to be filled only by affirmative vote of a majority of the directors then serving on the Board;

•establish advance notice requirements for submitting nominations for election to the Board of Directors and for proposing matters that can be acted upon by stockholders at a meeting; and

•classify our Board of Directors so that only some of our directors are elected each year.

These provisions also may delay, prevent, or deter a merger, acquisition, tender offer, proxy contest, or other transaction that might otherwise result in our stockholders receiving a premium over the market price of the common stock they own.

We may issue additional securities, including securities that are senior in right of dividends, liquidation, and voting to our common stock, without your approval, which would dilute your existing ownership interests.

Our Board of Directors may issue shares of preferred stock or additional shares of common stock without the approval of our stockholders, except as may be required by NYSE rules. Our Board of Directors may approve the issuance of preferred stock with terms that are senior to our common stock in right of dividends, liquidation, or voting. Our issuance of additional common shares or other equity securities of equal or senior rank will have the following effects:

•our pre-existing stockholders’ proportionate ownership interest in us will decrease;

•the relative voting strength of each previously outstanding common share may diminish; and

•the market price of the common stock may decline.

ITEM 1B.UNRESOLVED STAFF COMMENTS

None.

ITEM 1C.CYBERSECURITY

Cybersecurity Risk Management and Strategy

We take cybersecurity seriously and have developed a cybersecurity program that consists of processes, policies, and controls for assessing, identifying, managing, and responding to material risks from these threats. Our cybersecurity program is integrated within our broader risk management function that identifies, monitors, and mitigates business, operational, financial, and legal risks.

Our processes include controls that our Director of Information Technology and our Technology Department implement, which seek to protect our company, assets, information, and our employees from cyber threats, and provide regular education for our employees.

For example, as part of our cybersecurity program, we have implemented controls that are designed to prohibit unauthorized access to our systems. These include password requirements, onboarding and termination processes, multi-factor authentication, and other condition-based access controls. We also use external controls and security systems that identify and prevent malicious activity or unauthorized access on an ongoing basis such as firewalls, endpoint protection, intrusion detection, and email security, among others.

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In addition, our intrusion detection systems identify patterns of behavior consistent with attack methods, as well as other anomalous behavior on our network. This technology acts autonomously to block activities deemed to be high risk. Our endpoint protection system is monitored twenty-four hours a day, seven days a week, by a third-party service provider who investigates every alert and remotely resolves issues such as removal of malware, blocking malicious activity, or by quarantining systems from the network if necessary.

We recognize that cybersecurity incidents are often a result of employees’ actions, including responding to phishing emails, opening malicious attachments, or visiting compromised websites. Therefore, another aspect of our cybersecurity program focuses on preventing such incidents by way of strong email security, web browsing protection systems, and by providing regular education and communication to our employees to increase their cybersecurity awareness of how to detect and respond to cyber threats. We periodically assess our employees’ awareness level of these risks by conducting periodic phishing tests.

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In the event of an incident, meaning a compromise is not contained by our security systems and has the potential to adversely impact the organization, we have a structured Incident Response Plan in place that is based on National Institute of Standards and Technology (NIST) guidelines that provide rules for communicating incidents to management based on defined categorizations of the incident, as well as an orderly process for addressing and documenting the incident. As part of our business continuity and disaster recovery strategy, we have a strong backup and off-site data replication process, including an air-gap data vault solution for replication of backups of critical systems. Restorations from these systems are tested on a quarterly basis.

We use ~~external~~a third ~~parties~~party to perform annual security assessments. ~~such~~This asincludes both external penetration testing and internal vulnerability ~~scans~~testing, ~~for~~as ~~both~~well as a security program maturity assessment based on the NIST framework (National Institute of Standards and Technology). External testing consists of scanning all our ~~internal~~public IP addresses for open ports and determining if any device or service on those ports have known vulnerabilities. Internal vulnerability testing is performed from within the network to determine if any known vulnerabilities exist due to outdated patches or insecure configurations. The security program maturity assessment is a review of our policies and ~~critical~~practices ~~online~~against ~~systems~~a set of standard best practice controls identified by the NIST to determine a maturity level score. We use this assessment to focus our efforts on continually improving our cybersecurity policies and practices. We currently do not have any formal processes to oversee or identify cybersecurity risks associated with third-party service providers but our Director of Information Technology generally evaluates such risks.

Governance

Our Board of Directors, in coordination with the Audit Committee, oversees our risk management program, including the management of cyber threats. The Board of Directors and senior management are actively involved in reviewing our information security and cybersecurity strategies and updating as risks evolve.

Our Board of Directors and our Audit Committee each receive annual presentations and reports from our Director of Information Technology on developments in the cybersecurity space, including risk management practices, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends, and information security issues encountered by our peers and third parties. In addition, on an annual basis, our Board of Directors and the Audit Committee discuss our approach to overseeing cybersecurity threats with our Director of Information Technology and other members of senior management to better assess our approach to cyber threats.

When a threat or other issue is identified, our Director of Information Technology will notify the senior management team and initiate the appropriate response plan based on the criticality of the threat or issue. Our Director of Information Technology along with our management team, which includes our Chief Executive Officer, Chief Financial Officer, and General Counsel, will coordinate to execute the appropriate response plan and will also investigate any issue to determine whether an incident is material, requiring disclosure to shareholders in SEC filings. Our Board of Directors and our Audit Committee also receive prompt and timely information regarding any cybersecurity risk and ongoing updates regarding any such risk.

Our Director of Information Technology has thirty years of experience in information technology, which includes the past nineteen years managing Intrepid's information technology infrastructure, business applications, compliance programs, and cybersecurity systems. Although our management team and Audit Committee receive information regarding our cybersecurity program and help assess our strategy based on their knowledge of our business and industry, no member of the management team or Audit Committee has technology or cybersecurity expertise. Certain members of the Audit Committee have experience with cybersecurity programs and implementing cybersecurity procedures as leaders of businesses and through their service on other boards. Risks from cybersecurity threats have not materially affected our company, including our business strategy, results of operations, or financial condition. While we believe our approach to cybersecurity is reasonable, given the rapidly evolving nature of cybersecurity incidents, there can be no assurance that the controls we have designed and implemented will be sufficient in preventing future incidents or attacks.

ITEM 2.PROPERTIES

Overview of Properties

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~~Our~~We ~~extraction~~operate ~~and~~Intrepid ~~production~~South ~~operations~~located ~~are~~in ~~conducted~~Lea ~~entirely~~County in ~~the~~southeastern ~~continental~~New ~~U.S.~~Mexico, Wewhich ~~produce~~is ~~potash~~comprised ~~from~~of ~~three~~21,834 ~~solution~~fee ~~mining~~surface ~~facilities: our HB solution mine in Carlsbad~~acres, ~~New~~and ~~Mexico~~27,858 ~~our~~acres ~~solution~~of ~~mine~~BLM ingrazing ~~Moab,~~leases. ~~Utah~~At ~~and~~December ~~our~~31, ~~brine recovery mine in Wendover~~2023, ~~Utah.~~we Wehad ~~also~~a ~~operate~~pending ~~our~~application ~~North~~with ~~compaction~~the ~~facility~~State inof ~~Carlsbad,~~ New Mexico for 10,400 ~~which~~acres ~~compacts~~of ~~and~~grazing ~~granulates~~leases. ~~product~~During ~~from~~2024, the HBState ~~mine.~~of WeNew ~~produce~~Mexico ~~Trio®~~denied ~~from~~ our ~~conventional~~application ~~underground~~for ~~East~~the ~~mine~~grazing ~~in Carlsbad, New Mexico~~leases. We ~~also~~do ~~have~~not believe the ~~West~~denial ~~facility,~~of ~~which~~our isapplication afor ~~conventional~~State ~~underground~~of ~~potash~~New ~~mine~~Mexico ~~that~~grazing isleases ~~not~~will inhave ~~operation~~a ~~and~~material isimpact inon ~~care-and-maintenance~~our ~~mode~~Intrepid South operations.

We operate Intrepid South located in Lea County in southeastern New Mexico, which is comprised of 21,834 surface acres, 27,858 acres of BLM grazing leases and 10,400 acres of pending State of New Mexico grazing leases.

We conduct most of our mining operations on properties that we lease from states or the federal government. These leases generally contain stipulations that require us to commence mining operations within a specified term and continue mining to retain the lease.

The stipulations on our leases are subject to periodic readjustment by the applicable state government and the federal government. The lease stipulations could change in the future, which could impact the economics of our operations. Our federal leases are for indefinite terms subject to readjustment of the lease stipulations, including the royalty payable to the federal government, every 20 years. Our leases with the State of New Mexico are issued for terms of 10 years and for as long thereafter as potash is produced in commercial quantities and are subject to readjustment of the lease stipulations, including the royalty payable to the state. Our leases with the State of Utah are for terms of 10 years subject to extension and possible readjustment of the lease by the State of Utah. Our leases for our Moab mine are operated as a unit under a unit agreement with the State of Utah, which extends the terms of all of the leases as long as operations are conducted on any portion of the leases. The term of the state leases for our Moab mine is currently extended ~~until~~through ~~2024~~the orend soof ~~long as potash is being produced~~2034. As of December 31, ~~2023~~2024, approximately 176% of our state, federal, and private lease acres at our New Mexico facilities will be up for renewal within the next five years, and ~~22%~~none of our state and federal lease acres at our Utah operations will be up for renewal within the next five years.

The following tables provide a summary of our mineral resources and reserves. Additional information is provided in the Individual Property Disclosures below.

Summary of Mineral Resources in Millions of Tons of Sylvinite and Langbeinite as of December 31, 2023. Based on $450/potash product ton mine site and $470/langbeinite product ton mine site.
Summary of Mineral Resources in Millions of Tons of Sylvinite and Langbeinite as of December 31, 2024. Based on $450/potash product ton mine site and $470/langbeinite product ton mine site.
	Measured Mineral Resources		Indicated Mineral Resources		Measured + Indicated Mineral Resources		Inferred Mineral Resources
	Amount (Mt)	Grade (%K2O)	Amount (Mt)	Grade (%K2O)	Amount (Mt)	Grade (%K2O)	Amount (Mt)	Grade (%K2O)
Sylvinite
New Mexico
IPNM	~~289~~288.0	16.0	164.0	14.0	~~453~~452.0	15.0	—	—
Utah
Moab	97.0	26.0	190.0	25.0	287.0	25.0	38.0	23.0
Wendover	—	—	175.0	0.5	175.0	0.5	1,358.0	0.5
Total	~~386~~385.0	18.5	529.0	13.5	~~915~~914.0	15.6	1,396.0	1.1
Langbeinite
New Mexico
IPNM	7267.0	10.0	6059.0	10.0	~~132~~126.0	10.0	—	—
Total	7267.0	10.0	6059.0	10.0	~~132~~126.0	10.0	—	—

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Summary of Mineral Resources in Millions of Tons of Sylvinite and Langbeinite as of December 31, 2022. Based on $406/potash product ton mine site and $425/langbeinite product ton mine site.
Summary of Mineral Resources in Millions of Tons of Sylvinite and Langbeinite as of December 31, 2023. Based on $450/potash product ton mine site and $470/langbeinite product ton mine site.
	Measured Mineral Resources		Indicated Mineral Resources		Measured + Indicated Mineral Resources		Inferred Mineral Resources
	Amount (Mt)	Grade (%K2O)	Amount (Mt)	Grade (%K2O)	Amount (Mt)	Grade (%K2O)	Amount (Mt)	Grade (%K2O)
Sylvinite
New Mexico
IPNM	~~370~~289.0	1516.0	~~200~~164.0	14.0	~~570~~453.0	1415.60	—	—
Utah
Moab	~~113~~97.0	26.0	190.0	25.0	~~303~~287.0	25.40	38.0	23.0
Wendover	—	—	~~250~~175.0	0.5	~~250~~175.0	0.5	1,~~360~~358.0	0.5
Total	~~483~~386.0	1718.65	~~640~~529.0	1213.05	~~1,123~~915.0	1415.46	1,~~398~~396.0	1.1
Langbeinite
New Mexico
IPNM	5072.0	10.0	60.0	10.0	~~110~~132.0	10.0	—	—
Total	5072.0	10.0	60.0	10.0	~~110~~132.0	10.0	—	—

We engaged RESPEC, a qualified firm and independent of Intrepid, to prepare a technical report summary for our IPNM material properties as of December 31, 2024, because of changes in our life of mine production forecast and production costs resulted in material changes from the technical report summary prepared by RESPEC as of December 31, 2023 for the New Mexico material properties. We did not have any material changes to our mineral resources at December 31, 2024, compared to December 31, 2023, at our Utah material properties. The material assumptions and criteria used for the mineral resource estimates are discussed in more detail in Section 11 of the respective Technical Report Summaries filed as Exhibits 96.1 through 96.3 to this Annual Report.

Summary of Mineral Reserves in Millions of Product Tons of Potash as of December 31, 2023, and 2022. Based on $360/potash product ton mine site for 2023, and $325/potash product ton mine site for 2022.
Summary of Mineral Reserves in Millions of Product Tons of Potash as of December 31, 2024, and 2023. Based on $360/potash product ton mine site for 2024 and 2023.
	Proven Mineral Reserves				Probable Mineral Reserves				Total Mineral Reserves
	Amount (Mt)		In SituGrade (%K2O)		Amount (Mt)		In SituGrade (%K2O)		Amount (Mt)		In Situ Grade (%K2O)
	2023	2022	2023	2022	2023	2022	2023	2022	2023	2022	2023	2022
	2024	2023	2024	2023	2024	2023	2024	2023	2024	2023	2024	2023
Sylvinite
New Mexico1
IPNM	43.04	4.30	22.9	2122.79	—	~~0.2~~—	—	~~19.1~~—	43.04	4.50	22.9	2122.69
Utah
Moab1	2.32	12.83	28.36	2728.23	0.3	0.63	28.9	2728.89	2.65	2.46	28.46	2728.34
Wendover2	—	—	—	—	1.7	1.7	0.5	0.5	1.7	1.7	0.5	0.5
Total	65.36	6.13	25.31	2325.3	2.0	2.50	54.98	84.58	87.36	8.63	2019.08	1920.0
1 - In situ grade corresponds to the amount of K2O in the contact area of the caverns
2 - In situ grade corresponds to the amount of K2O in the brines

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Summary of Mineral Reserves in Millions of Product Tons of Langbeinite as of December 31, 2023, and 2022. Based on $340/langbeinite product ton mine site for 2022.
	Proven Mineral Reserves				Probable Mineral Reserves				Total Mineral Reserves
	Amount (Mt)		In SituGrade (%K2O)		Amount (Mt)		In SituGrade (%K2O)		Amount (Mt)		In Situ Grade (%K2O)
	2023	2022	2023	2022	2023	2022	2023	2022	2023	2022	2023	2022
Langbeinite
New Mexico1
IPNM	—	4.6	—	8.6	—	1.2	—	9.1	—	5.8	—	8.7
Total	—	4.6	—	8.6	—	1.2	—	9.1	—	5.8	—	8.7
1 - In situ grade corresponds to the amount of K2O in the langbeinite ore

Mexico, facility, in order to further define the ore body. Development of the solution mine and brine evaporation operations is expected to be enhanced by the drilling of additional wells and flooding of new solution mine caverns. Although not in our current plans, we also have opportunities to rehabilitate the shafts at the currently idled North mine and additional surface infrastructure to accelerate mining of conventional reserves.

WeOur ~~are~~leased ~~not~~office ~~reporting~~space ~~any~~in ~~langbeinite~~Denver, ~~reserves~~Colorado, asis ofapproximately ~~December~~26,000 square feet and has a term expiring on January 31, ~~2023,~~2028. ~~only~~We ~~langbeinite~~lease ~~resources~~approximately ~~because~~1,400 insquare ~~the~~feet ~~opinion~~ of ~~the~~office ~~Qualified~~space ~~Person~~in Albuquerque, ~~none~~New ofMexico, ~~the~~which ~~langbeinite~~has ~~resources~~a ~~are~~term ~~economically~~expiring ~~mineable.~~on May 31, 2027.

As noted, we have relatively long-lived proven and probable potash reserves and consequently expect to conduct limited and focused additional exploration in the coming five years. We plan to drill core holes in areas near our Carlsbad, New Mexico, facility, in order to further define the ore body. Development of the solution mine and brine evaporation operations is expected to be enhanced by the drilling of additional wells and flooding of new solution mine caverns. Although not in our current plans, we also have opportunities to rehabilitate the shafts at the currently idled North mine and additional surface infrastructure to accelerate mining of conventional reserves.

Our leased office space in Denver, Colorado, is approximately 26,000 square feet and has a term expiring on January 31, 2025. We lease approximately 1,400 square feet of office space in Albuquerque, New Mexico, which has a term expiring on May 31, 2027.

We believe that all of our present facilities are adequate for our current needs and that additional space is available for future expansion on acceptable terms.

Individual Property Disclosure - New Mexico

Overview

Our New Mexico operations ("IPNM") consists of our HB Solar Solution, East, West, and North Mines and are located in southeastern New Mexico in Eddy and Lea Counties in the Carlsbad Potash District ("CPD"). The location is further defined by the boundary of the Known Potash Leasing Area ("KPLA"). This BLM managed area consists of that part of the KPLA where the co-development guidelines for oil and gas and potash are in effect for federal lands under the 2012 Secretary's Order issued on December 4, 2012. The 2012 Secretary's Order revises and supersedes a previous Order issued in 1986 and corrected in 1987. The 2012 Secretary’s Order does not alter the boundaries of the area. The area also contains state lands that are managed by the State of New Mexico under the New Mexico Oil Conservation Division Order R‐111‐PQ ("R-111-PQ"). In general, the stated objective of the 2012 Secretary’s Order and R‐111‐PQ is to prevent waste of petroleum and mineral resources and maximize the economic recovery of oil, gas, and potash minerals in the area.

The geology of the potash‐bearing beds of the Carlsbad area is well documented. Overall, the potash‐bearing beds may be described as bedded sedimentary rocks, deposited across the Delaware Basin and Northwest Shelf backreef from the Capitan Reef. The Carlsbad area falls within the Delaware Basin, part of the Permian Basin. The Delaware Basin has a maximum width of approximately 100 miles and a length of approximately 150 miles, extending from north of Carlsbad, New Mexico, to Pecos County, Texas.

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The Permian Age sequence comprises the Ochoan, Guadalupe, Leonard, and Wolfcamp series in order of increasing age. Laterally extensive, evaporite beds containing deposits of halite, sylvite, langbeinite, kainite, carnallite, and other evaporite minerals are found within the Ochoan Series, whose top ranges from a depth of 2,000 feet near the Texas State line to approximately 200 feet below surface north of Carlsbad. Mining occurs in the Salado Formation which contains 12 potash ore zones, of which six have been or are currently being mined.

Sylvinite is currently being mined using solution methods in the 1st and 3rd ore ~~zone~~zones. Historically, sylvinite has been conventionally underground mined in the 1st, 3rd, 5th, 7th, and 10th ore zones. Mechanical mining of langbeinite is currently occurring in the 3rd and 5th ore zones at the East Mine. Langbeinite is prevalent in the 3rd and 4th ore zones in the southern part of the Delaware Basin, and occurs mixed with sylvite in the 5th ore zone.

The property includes two operating mines, the East Underground and HB Solution Mines, one idled mine, the West Mine and the North Mine which was shut down in the early 1980’s. The property is located in Eddy and Lea Counties, near Carlsbad, New Mexico.

The two mining methods currently in practice at IPNM are high‐extraction mechanical underground room‐and‐pillar mining and solution mining. Mechanical mining is well suited to bedded deposits. All potash production at IPNM comes from the HB Solar Solution Mine in the 1st and 3rd ore zones. Trio® production is from langbeinite mined using room‐and‐pillar mechanical mining methods at the East Mine in the 3rd, 4th, and 5th ore zones. Historically, potash was sourced from the West Mine 5th, 7th, and 10th ore zones. Approximately 300 people are employed at IPNM.

The IPNM properties are pledged as collateral for our revolving credit facility. ~~During~~At ~~2023, we recorded impairment charges of $41.8 million related to our IPNM material properties. After the impairment, at~~ December 31, ~~2023~~2024, the net book value of our IPNM material properties was $~~175~~169.29 million. Various surety bonds are currently in place for approximately $67.21 million.

34During 2024 and 2023, we recorded impairment charges of $4.4 million and $41.8 million, respectively, related to our IPNM material properties.

~~Table~~IPNM has all necessary operating permits and is in production, both underground and solution mining, and through permit reporting maintains environmental compliance. Environmental studies are conducted for major project expansions and modifications to any operations. The most recent Environmental Assessment was completed in 2024 for the construction of ~~Contents~~new injection piping for the HB In Situ Solution Mine. The work referenced the initial Environment Impact Study ("EIS") for the HB In Situ Solar Solution Mining Project.

IPNM has all necessary operating permits and is in production, both underground and solution mining, and through permit reporting maintains environmental compliance. Environmental studies are conducted for major project expansions and modifications to any operations. The most recent Environmental Audit was completed in 2015 for the expansion of the HB In Situ Solution Mining project to include the solution mining of the abandoned AMAX potash mine. The work referenced the initial Environment Impact Study ("EIS") for the HB In Situ Solar Solution Mining Project.

East Mine and Plant

The East Mine is a high‐extraction, mechanical room‐and‐pillar mine. Potash was the primary product extracted from the mine until mining progressed to the mixed langbeinite and potash ore in the 5th ore zone. During 2003 and 2004, we modified the East Plant to allow dual processing to recover the K2O value from both the sylvite and langbeinite fractions of the ore. The mixed ore was processed into two products: potash sourced from the sylvinite portion of the mixed ore, and Trio® sourced from the langbeinite portion of the mixed ore. The East Mine plant was converted to a langbeinite‐only operation in April 2016 and potash is no longer produced from the East Mine. The maximum productive capacity of the plant is 400,000 tons of Trio® concentrate annually.

There are five active sections within the East Mine, the operations of which consist of miner and shuttle car loading onto a belt conveyor. Each mining section produces approximately 240,000 tons of run‐of‐mine ore each year. The long‐range production balanced with sales projections results in a long‐term annual production of 1.2 million tons of ore for 250,000 tons of Trio® annually.

~~During~~ ~~2003 and 2004, we modified the East Plant to allow dual processing to recover the K2O value from both the sylvite and langbeinite fractions of the ore.~~ Langbeinite, marketed as Trio®, is recovered using dense media separation and a fine langbeinite recovery circuit. Currently approximately one million tons per year of ore is processed at a rate of 300 tons per hour. The ore is crushed, screened, pulped, and rescreened. Coarse material is forwarded to the dense media separation ("DMS") circuit. The DMS concentrate is water leached, debrined, and dried. We separate the coarse product into the three Trio® products. We recover fine material from the screening process using gravity separation, leaching, debrining, and drying. We upgrade fine material to premium product using pelletization.

HB Mine and Plant

Historical room‐and-pillar mining operations at the HB complex recovered about 70% of the ore, leaving approximately 30% of the ore available for secondary recovery in pillars plus what can be recovered beyond the limits of the conventional mine works. Mining at the HB Solar Solution Mine recovers potash by injecting saturated saline NaCl brine into the old mine works to create underground leach lakes. Over time, the solution enriched with potash is pumped to the surface to solar evaporation ponds. Selective solar evaporation leaves behind a potash‐enriched salt that is collected using scrapers, ~~pumped, and processed at the HB Plant. The solution mine comprises six injection wells, five extraction wells, and three monitoring wells.~~

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pumped, and processed at the HB Plant. The solution mine comprises six injection wells, five extraction wells, and three monitoring wells.

In 2012, IPNM commenced filling the HB solar evaporation ponds. The extraction brine sourced from the mined‐out areas of the 1st ore zones of the former underground workings of portions of HB Eddy, HB South, HB North, and HB Crescent, collectively referred to as the HB Mine, contains approximately 21.7% NaCl and 7.0% KCl. The brine is collected and crystallized in 18 solar evaporation ponds. The HB flotation mill processes the harvested potash and salts from the solar evaporation ponds. Following the separation of KCl, the HB Solar Solution Mine also recovers significant quantities of NaCl.

The North Plant provides classification, compaction, quality control, and load‐out services for production from the HB Solar Solution Mine. Belly dump trucks unload HB product into a dump pocket. We then send the material to surge bins. The product is screened, preheated, weighed, and sent to a compactor feed bin. Material is fed to the roll compactor, and resulting flakes are further reduced in size with the subsequent flake breaker and crusher. Product is then screened and sent to the curing dryer and screened once again before being sent to final product storage. The product is shipped to market in trucks or rail cars.

West Mine

The West Mine is a high‐extraction, mechanical room‐and‐pillar mine that was idled in July 2016 and placed in care‐and‐maintenance mode. The mine was last operated in the 5th, 7th, and 10th ore zones.

North Mine and Compaction Plant

The North Mine operated from 1957 to 1982 when it was idled, mainly due to low potash prices and a change in the mineralogy of the readily accessible remaining reserves which negatively impacted mineral processing. Although the mining and processing equipment has been removed, the mine shafts remain open. The compaction facility at the North Mine is where the HB potash product is granulated, stored, and shipped. The North Facility receives compactor feed from the HB Solar Solution Mine via truck and converts the compactor feed to finished granular‐sized product and standard‐sized product.

We anticipate the need to construct a new sylvite processing facility to handle the higher insoluble and higher carnallitic ores that are contained in the 8th and 10th ore zones. A new processing plant is expected to have a plant recovery of 75%, which is supported by the metallurgical test work done on the 10th ore zone ore by Tetra Tech in 2009 in support of Phase 1 of the North Mine Reopening Feasibility Study.

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75%, which is supported by the metallurgical test work done on the 10th ore zone ore by Tetra Tech in 2009 in support of Phase 1 of the North Mine Reopening Feasibility Study.

Leases and Permits

We control the right to mine approximately ~~143~~127,000 acres in New Mexico. Of that acreage, we lease 3221,000 acres from the State of New Mexico, 106,000 acres from the federal government through the Bureau of Land Management (“BLM”), and 280 acres from private owners. We own 4,700 surface acres near the mine site, adjacent to the federal and state mining leases. Most mining operations are on properties leased from the State of New Mexico or the federal government. These leases generally contain stipulations that require us to commence mining operations within a specified term and to continue mining to retain the lease. The stipulations on our leases are subject to periodic readjustment by the State of New Mexico and the federal government. Federal leases are for indefinite terms subject to readjustment of the lease stipulations, including the royalty payable to the federal government, every 20 years. Royalty payments equal a percentage of product sales less freight. Most of our leases with the federal government stipulate a five percent royalty rate. However, certain federal leases contain a sliding scale royalty rate of a minimum of two percent and up to a maximum of five percent based on the grade of ore extracted under the lease. In ~~2023~~2024, IPNM paid royalties of $5.93 million to the federal government.

Our leases with the State of New Mexico are issued for terms of 10 years and for as long thereafter as potash is produced in commercial quantities and are subject to readjustment of the lease stipulations, including the royalty payable to the state. Royalty payments equal a percentage of product sales less freight. Our leases with the State of New Mexico stipulate a five percent royalty rate. In ~~2023~~2024, IPNM paid royalties of $12.83 million to the State of New Mexico.

History of Operations

Potash was first discovered in ~~southwest~~southeast New Mexico in 1925 in Eddy County, New Mexico, in Snowden McSweeney Well No. I on a V. H. McNutt permit near the center of the portion of the KPLA. Commercial potash shipments began in 1931. The mines have had numerous owners beginning with the U.S. Potash Company’s ownership of the West Mine from 1929 to 1956. Intrepid Mining, the predecessor to Intrepid, acquired the mines, excluding the ~~Amax~~AMAX Mine, from Mississippi Potash, Inc. in 2004. Intrepid acquired the lease to the ~~Amax~~AMAX Mine in 2012. A full ownership history for each mine is included in Section 5 of the technical summary report in Exhibit 96.1 to this Annual Report.

Mineral Resource and Reserves Comparison to Prior Year

We engaged RESPEC, a qualified firm and independent of Intrepid, to prepare a technical report summary for our IPNM material properties as of December 31, ~~2023~~2024, because changes in our ~~cost~~life of mine production ~~resulted~~forecast ~~in material changes in the mineral reserves~~ and ~~mineral~~cost ~~resources estimates from the revised technical report summary prepared as~~ of December 31, 2021 for the New Mexico properties. As of December 31, 2023, we no longer show mineral reserves for our East mine because, in the opinion of the Qualified Person, none of the langbeinite resources are economically mineable. The technical report summary for the IPNM material properties as of December 31, 2023 is included with this Annual Report on Form 10-K.

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production resulted in material changes from the report summary prepared as of December 31, 2023, for the New Mexico properties.

We do not show mineral reserves for our East mine as of December 31, 2024, because, in the opinion of the Qualified Person, none of the langbeinite resources are economically mineable, which is the same conclusion that was reached in the technical report summary for the IPNM material properties as of December 31, 2023. The technical report summary for the New Mexico material properties prepared as of December 31, 2024, is included with this Annual Report on Form 10-K.

Mineral Resource and Reserves

Overview

We continue ongoing exploration as a part of our operational long‐term planning. Exploration includes the drilling of core holes from the surface and underground, and the collection of channel samples, which are collected as mining advances. We provided RESPEC their dataset beginning in 2007. Since that time, we have added multiple data points by reassessing several drillholes. Our potash reserves are also identified from gamma ray geophysical logs in oil and gas wells. We estimate and quantify bed thickness and potash grade with input from 2,928 sample points. Extensive work was completed with geophysical tools in collaboration with the United States Geologic Survey ("USGS") to determine and verify potash grades from gamma logs. The dataset is from oil and gas wells, surface core holes, underground core holes, channel samples, shaft samples, and roof bolt holes. The key sample types include 7,209 drillholes and channel samples and are broken down by mining zone.

The characterization of the hydrogeology was completed for the HB In Situ Solution Mine by AECCOM in 2011 and is included as part of the publicly available EIS. The study confirmed the availability of water for the initial flooding of the solution mines at a pumping rate ranging from 177 to 1,440 gallons per minute.

Mineral Resource

The exploration drillhole and channel sample data were compiled to form the database, which serves as the basis for estimating the resources. As part of evaluating the mineral resource, we evaluated and reviewed the geologic setting and bed assignments. Of the data within the lease boundary, all data points contribute bed thickness, and several have assay information. The geology was modeled using Carlson Software (2020). A basic inverse distance squared algorithm was used with a search radius of ¾ mile to prepare the 100‐foot by 100‐foot grids for bed thickness and grade. The search radius was applied for Measured and Indicated Resources of ¼ mile and ¾ mile, respectively. Where data is dense, the nearest 25 data points were used to assign values for the grid block. The grids were multiplied by each other to compile a grade‐thickness ("GT") grid within the lease boundaries held by IPNM. The base grid was adjusted for each ore type cutoff. Key assumptions and parameters for resource estimation are listed in the tables below.

The classification of cutoff in terms of GT in units of feet-percent was defined in the Secretaries Order dated October 21, 1986, for mechanically mined potash deposits. The criteria are not dependent on thickness or grade, but on the product of the thickness and grade. To evaluate the viability of mining the IPNM mechanically mined resources, a break‐even cutoff GT was established. Inputs to the estimation of the break‐even cutoff analysis are cost of goods sold, product sale price, mill recovery, and nominal grade.

The cutoff for solution mining in flooded abandoned underground potash mines is a function of the grade of the brine being extracted which results in enough product tons to cover the cost of production. The cutoff grade for resources of abandoned underground sylvinite is not a parameter for use in the estimation of solution mining resources but does establish an operational minimum limit for the brine grade reserves. The solution mining resources are the pillars remaining after mining and the fringe boundary of the mine. Resources could also be unmined ore left behind to provide geotechnical support. An operational limit of the flood elevation establishes the cutoff between resource and reserve for this deposit. When mining using solution methods in proximity to other mines, or other underground mines not within the control of IPNM, the critical factor in establishing a flood elevation is to keep adjoining properties dry or to protect structures such as shafts.

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radius of ¾ mile to prepare the 100‐foot by 100‐foot grids for bed thickness and grade. The search radius was applied for Measured and Indicated Resources of ¼ mile and ¾ mile, respectively. Where data is dense, the nearest 25 data points were used to assign values for the grid block. The grids were multiplied by each other to compile a grade‐thickness ("GT") grid within the lease boundaries held by IPNM. The base grid was adjusted for each ore type cutoff. Key assumptions and parameters for resource estimation are listed in the tables below.


IPNM—Summary Mineral Resources in Millions of Tons of Sylvinite effective December 31, 2024. Based on $450/product ton mine site.
	Resources			Mechanical Mining Cutoff 2 (ft%K2O)	Processing Recovery (%)
	Sylvinite 1 (Mt)	Grade (%K2O)	Contained K2O (Mt)

Measured mineral resources	288	16	45	54-64	75-85
Indicated mineral resources	164	14	24	54-64	75-85
Measured + Indicated resources	452	15	69
Inferred mineral resources	—	—	—

IPNM—Summary Mineral Resources in Millions of Tons of Sylvinite effective December 31, 2023. Based on $450/product ton mine site.
	Resources			Mechanical Mining Cutoff 2 (ft%K2O)	Processing Recovery (%)
	Sylvinite 1 (Mt)	Grade (%K2O)	Contained K2O (Mt)

Measured mineral resources	289	16	45	54-64	75-85
Indicated mineral resources	164	14	24	54-64	75-85
Measured + Indicated resources	453	15	69
Inferred mineral resources	—		—
1 Sylvinite is a mixed evaporite containing NaCl and KCl.
2 Solution mining resource cutoff for flooded old working is the mining extents boundary.
Mineral Resources were prepared by RESPEC, a qualified firm for the estimate and independent of Intrepid.
Mineral Resources are reported exclusive of Mineral Reserves.
Mineral Resources are reported using Inverse Distance Squared estimation methods.
Mt = million tons, % = percent K2O = potassium oxide, ft = feet

The classification of cutoff in terms of GT in units of feet-percent was defined in the Secretaries Order dated October 21, 1986 for mechanically mined potash deposits. The criteria are not dependent on thickness or grade, but on the product of the thickness and grade. To evaluate the viability of mining the IPNM mechanically mined resources, a break‐even cutoff GT was established. Inputs to the estimation of the break‐even cutoff analysis are cost of goods sold, product sale price, mill recovery, and nominal grade.

IPNM—Summary Mineral Resources in Millions of Tons of Sylvinite effective December 31, 2023. Based on $450/product ton mine site.
	Resources			MechanicalMining Cutoff 2(ft%K2O)	ProcessingRecovery (%)
	Sylvinite 1 (Mt)	Grade (%K2O)	Contained K2O (Mt)
Measured mineral resources	289	16	45	54-64	75-85
Indicated mineral resources	164	14	24	54-64	75-85
Measured + Indicated resources	453	15	69
Inferred mineral resources	—	—	—
IPNM—Summary Mineral Resources in Millions of Tons of Sylvinite effective December 31, 2022. Based on $406/product ton mine site.
	Resources			MechanicalMining Cutoff 2(ft%K2O)	ProcessingRecovery (%)
	Sylvinite 1 (Mt)	Grade (%K2O)	Contained K2O (Mt)
Measured mineral resources	370	15	56	45-59	75-85
Indicated mineral resources	200	14	29	45-59	75-85
Measured + Indicated resources	570	15	85
Inferred mineral resources	—		—
1 Sylvinite is a mixed evaporite containing NaCl and KCl.
2 Solution mining resource cutoff for flooded old working is the mining extents boundary.
Mineral Resources were prepared by RESPEC, a qualified firm for the estimate and independent of Intrepid.
Mineral Resources are reported exclusive of Mineral Reserves.
Mineral Resources are reported using Inverse Distance Squared estimation methods.
Mt = million tons, % = percent K2O = potassium oxide, ft = feet

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IPNM—Summary of Mineral Resource in Millions of Tons of Langbeinite Mineralized Rock in Place effective December 31, 2023. Based on $470/product ton mine site.
IPNM—Summary of Mineral Resources in Millions of Tons of Langbeinite Mineralized Rock in Place effective December 31, 2024. Based on $470/product ton mine site.
	Resources			MechanicalMining Cutoff(ft%K2O)	ProcessingRecovery (%)
	Langbeinite Mineralized Rock (Mt)	Grade (%K2O)	Contained K2O (Mt)
Measured mineral resources	7267	10	76	25	68
Indicated mineral resources	6059	10	6	25	68
Measured + Indicated resources	~~132~~126	10	1312
Inferred mineral resources	—	—	—
IPNM—Summary of Mineral Resource in Millions of Tons of Langbeinite Mineralized Rock in Place effective December 31, 2022. Based on $425/product ton mine site.
IPNM—Summary of Mineral Resources in Millions of Tons of Langbeinite Mineralized Rock in Place effective December 31, 2023. Based on $470/product ton mine site.
	Resources			MechanicalMining Cutoff(ft%K2O)	ProcessingRecovery (%)
	Langbeinite Mineralized Rock (Mt)	Grade (%K2O)	Contained K2O (Mt)
Measured mineral resources	5072	10	57	3225	68
Indicated mineral resources	60	10	6	3225	68
Measured + Indicated resources	~~110~~132	10	1113
Inferred mineral resources	—		—
Mineral Resources were prepared by RESPEC, a qualified firm for the estimate and independent of Intrepid.
Mineral Resources are reported exclusive of Mineral Reserves.
Mt = million tons, % = percent, K2O = potassium oxide, ft = feet

The material assumptions and criteria used for the IPNM mineral resource estimates are discussed in more detail in Section 11 of the Technical Report Summary in Exhibit 96.1 to this Annual Report.

Mineral Reserve

Mineral reserves that are to be mined using mechanical methods are estimated by the application of a detailed mine plan for the measured and indicated resources within the boundaries of the cutoff GT for reserves. The plan sets the basis for the estimation of annual production of product. The income from product sales and the operating and capital costs to mine the resource is fundamental to the cash flow used to establish economic viability.

Mineral reserves that are mined using solution mining methods are not subject to the traditional application of a cutoff grade, and instead operational limitations are considered. An operational limit of the flood elevation establishes the cutoff between resource and reserve for this deposit.

By definition, modifying factors are the factors applied to indicated and measured mineral resources and then evaluated in order to establish the economic viability of mineral reserves. These factors for IPNM include mechanical and solution mining parameters; mineral processing; oil and gas drill islands and well locations; economic cutoff GT; deleterious minerology; and lease boundaries.

Mechanically Mined Reserves

We are not reporting any langbeinite reserves as of December 31, 2024, and 2023, only langbeinite resources because, in the opinion of the Qualified Person, none of the langbeinite resources are economically mineable. Modeling indicates a cutoff of 64 feet-percent K2O for the high‐insoluble sylvinite resources in the 8th and 10th ore zones, which requires the capital investment of a new plant and refurbishment of shafts. A cutoff of 54 feet-percent K2O is indicated for the West Mine sylvinite resources which requires the processing plant, mine equipment, and associated infrastructure to be rehabilitated.

Solution Mined Reserves

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Breakeven Cutoff for solution mined reserves is shown in the table below:

IPNM—Summary of Potash Mineral Reserves effective December 31, 2023. Based on $360/product ton mine site
IPNM—Summary of Potash Mineral Reserves effective December 31, 2024. Based on $360/product ton mine site
	In-Place KCl (Mt)	In Situ Grade1 (%K2O)	Product2 (Mt)	Brine Cutoff Grade3(%K2O)	Processing Recovery (%)
Proven Mineral Reserves	5.3	22.9	3.4	2.9	83
Probable Mineral Reserves	—	—	—	—	—
Total Mineral Reserves	5.3	22.9	3.4
IPNM—Summary of Potash Mineral Reserves effective December 31, 2023. Based on $360/product ton mine site
	In-Place KCl (Mt)	In Situ Grade1 (%K2O)	Product4 (Mt)	Brine Cutoff Grade3(%K2O)	Processing Recovery (%)
Proven Mineral Reserves	5.3	22.9	4.0	3.0	85
Probable Mineral Reserves	—	—	—	—	—
Total Mineral Reserves	5.3	22.9	4.0
IPNM—Summary of Potash Mineral Reserves effective December 31, 2022. Based on $325/product ton mine site
	In-Place KCl (Mt)	In Situ Grade1 (%K2O)	Product4 (Mt)	Brine Cutoff Grade3(%K2O)	Processing Recovery (%)
Proven Mineral Reserves	5.4	21.7	4.3	2.0	85
Probable Mineral Reserves	0.3	19.1	0.2	2.0	85
Total Mineral Reserves	5.7	21.6	4.5
1 In situ grade is the amount of K2O in the contact area of the caverns and is used to calculate the In-Place KCl.
2 Product is calculated by multiplying In-Place KCl by: dissolution factor of 96%, areal recovery of 100%, geologic factor of 94.2%, plant recovery of 85%, cavern loss factor of 98%, and a product purity factor of 103%, and a handling loss factor of 97%.
2 Product is calculated by multiplying In-Place KCl by: dissolution factor of 96%, areal recovery of 100%, geologic factor of 94.2%, plant recovery of 83%, cavern loss factor of 98%, a product purity factor of 103%, a bitterns loss factor of 88%, and a handling loss factor of 97%.
3 Brine cutoff grade is the amount of K2O in the extracted brine necessary to cover the costs of production.
4 Product is calculated by multiplying In-Place KCl by: dissolution factor of 96%, areal recovery of 100%, geologic factor of 94.2%, plant recovery of 85%, cavern loss factor of 98%, and a product purity factor of (1/.95).
4 Product is calculated by multiplying In-Place KCl by: dissolution factor of 96%, areal recovery of 100%, geologic factor of 94.2%, plant recovery of 85%, cavern loss factor of 98%, and a product purity factor of 103%, and a handling loss factor of 97%.
Mineral Reserves were prepared effective December 31, 2023, and 2022, by RESPEC, a qualified firm for the estimate and independent of Intrepid.
Mineral Reserves were prepared effective December 31, 2024, and 2023, by RESPEC, a qualified firm for the estimate and independent of Intrepid.
Mineral Reserves are reported exclusive of Mineral Resources.
Mt = million tons, % = percent, K2O = potassium oxide, ft = feet, ROM = Run-of-Mine

We are not reporting any langbeinite reserves as of December 31, 2024, and December 31, 2023, only langbeinite resources because, in the opinion of the Qualified Person, none of the langbeinite resources are economically mineable. ~~The table below shows the Breakeven Cutoff for mechanically mined langbeinite reserves as of December 31, 2022.~~

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IPNM—Summary of Langbeinite Mineral Reserves effective December 31, 2022. Based on $340/product ton mine site.
	ROM Ore1 (Mt)	In Situ Grade2(Diluted)(%K2O)	Product3(Mt)	Cutoff Grade (ft%K2O)	Processing Recovery (%)
Proven Mineral Reserves	17.3	8.6	4.6	43	68
Probable Mineral Reserves	4.2	9.1	1.2	43	68
Total Mineral Reserves	21.5	8.7	5.8
1 ROM Ore is reported based on a detailed conventional mine plan adjusted for random impurities of 10%.
2 In situ grade (diluted) is the amount of K2O in the ore body with consideration for dilution occurring during mining.
3 Product tons are calculated by multiplying ROM Ore by: In-Situ Grade (Diluted)/22.70%, plant recovery of 68%, and a product purity factor of (1/.944). In-situ Grade (Diluted) is divided by 22.70% to convert K2O grade to pure langbeinite by mass.
Mineral Reserves were prepared effective December 31, 2023, and 2022, by RESPEC, a qualified firm for the estimate and independent of Intrepid.
Mineral Reserves are reported exclusive of Mineral Resources.
Mt = million tons, % = percent, K2O = potassium oxide, ft = feet, ROM = Run-of-Mine

Additional information regarding the methodology and key assumptions used to calculate the IPNM mineral reserve can be found in Section 12 of the technical report summary in Exhibit 96.1 to this Annual Report.

Internal Controls

IPNM has an internal protocol that provides for well‐defined, safe practices. IPNM has standard operating procedures ("SOP's") in place for logging and sampling core from underground and surface core drilling. According to the SOP’s, the geologist uses gamma ray to initially select the sample interval prior to prepping the sample for analysis. The samples are assayed at the on‐site laboratory. The site laboratory has the capability to conduct X‐ray Diffraction ("XRD"), Total Organic Carbon, and flame photometry laboratory techniques. The mineral analysis for all core and channel samples is analyzed with the XRD. A sample of approximately 300–500 grams is collected. The sample is split down to around 100 ggrams and run through a grinding mill to reduce the size down to approximately 100 mesh. A sample is weighed out to five grams and put into a micronizing mill that reduces the particle size to ~10 microns and pressed into a sample holder. The sample is inserted into the instrument and a diffraction pattern is retrieved. The diffraction pattern is then analyzed using the Rietveld refinement software, reporting weight percent of solid mineral in the sample. The sample preparation, security, and laboratory analytical procedures are conventional industry practice and are adequate for the reporting of resources and reserves.

Individual Property Disclosure - Moab

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Overview

The Moab property is in a unique high‐altitude desert landscape formed from the sandstone of ancient seafloors and sand dunes. Elevations range from 3,900 feet (ft) to 4,400 ft above mean sea level. The property is located approximately 20 miles west of Moab, Utah, which is 234 miles southeast of Salt Lake City, Utah. The Colorado River runs north–south along the eastern boundary of the property. The Moab property covers approximately 14,100 acres of land.

Moab’s potash leases include 10,100 acres from the State of Utah and approximately 200 acres from the U.S. through the BLM. Moab owns approximately 3,800 surface acres overlying and adjacent to portions of the mining leases with the State of Utah.

The depositional history of eastern Utah’s vast salt and potash resources begins during the regionally arid Pennsylvanian Period, 330–310 million years ago. An immense block of the Earth’s crust, in what is today western Colorado, was thrust upward to form the Uncompahgre Highlands and identified as the westernmost expression of the Ancestral Rocky Mountains. As is common throughout geologic history, dramatic uplift was coupled with subsidence in an adjoining area. The subsequent topographical basin was inundated by seawater as it subsided. Throughout the Pennsylvanian Period, sea levels rose and fell. With each retreat of the sea, the Paradox Basin, as it is called, became devoid of fresh sea water, allowing the process of evaporation to dominate which resulted in widespread precipitation of chloride minerals. This retreat/inflow cycle is known to have occurred a minimum of 29 times, with each marked by a specific and predictable sequence of sedimentary deposition. This series of depositional cycles is collectively known as the Paradox Formation. Potash is documented to exist in 17 of the 29 cycles, and it is from these formational cycles that commercial production of potash occurs. Of these 17, two are principally targeted by us for commercial potash production: Bed 5 and Bed 9.

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~~The~~water‐soluble ~~depositional~~by ~~history of eastern Utah’s vast salt and potash resources begins during the regionally arid Pennsylvanian Period, 330–310 million years ago~~nature. AnBy ~~immense~~using ~~block~~water ofalready ~~the~~saturated Earth’s crust, in what is today western Colorado, was thrust upward to form the Uncompahgre Highlands and identified as the westernmost expression of the Ancestral Rocky Mountains. As is common throughout geologic history, dramatic uplift was coupled with ~~subsidence in an adjoining area. The subsequent topographical basin was inundated by seawater as it subsided. Throughout the Pennsylvanian Period~~sodium, ~~sea levels rose and fell. With each retreat of the sea, the Paradox Basin, as~~ it is ~~called,~~possible ~~became devoid of fresh sea water, allowing the process of evaporation~~ to ~~dominate~~selectively ~~which~~dissolve ~~resulted in widespread precipitation of chloride minerals. This retreat/inflow cycle is known to have occurred~~ a ~~minimum~~greater ofamount ~~29 times, with each marked by a specific and predictable sequence~~ of ~~sedimentary deposition. This series of depositional cycles is collectively known as~~ the ~~Paradox~~potassium ~~Formation.~~chloride ~~Potash is documented to exist in 17 of the 29 cycles, and it is from these formational cycles that commercial production of potash occurs~~ore. ~~Of these 17, two are principally targeted by us for commercial potash production: Bed 5 and Bed 9.~~

Moab commercially produces potash from two zones, referred to as Bed 5 and Bed 9. These beds are part of a thick sequence of evaporite cycles predominantly composed of halite interspersed with sedimentary layers of black shale and anhydrite. Within Beds 5 and 9, the sylvinite is bounded above and below by occurrences of halite. Sylvite and halite are both water‐soluble by nature. By using water already saturated with sodium, it is possible to selectively dissolve a greater amount of the potassium chloride ore.

Mining at the Moab property is by the solution mining technique referred to as “selective solution mining.” Selective solution mining dissolves only the KCl component of the sylvinite and leaves the sodium chloride component underground. KCl production is a function of brine grade and the well extraction rate and is limited by the solar ponds’ evaporation rate. Brine grade is a function of retention time within each bed.

Mining by solution methods ends with the delivery of the brine to the evaporation ponds. Mineral processing begins with pond sequencing to enhance crystallization of the potash. The crystals remaining in the ponds after solar evaporation are harvested and processed through the mill where the potash is separated from other salts, then concentrated by flotation. The concentrates are then dried, compacted, and screened into premium grades of white potash. We ship the product to market in trucks or rail cars. Both potash and salt products are processed at the plant facility at a rate of 400 to 1,200 tons per day. The Moab property exhibits the normal results of a surface salt-based operation and is in good working condition. A new compaction facility was installed in 2010.

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trucks or rail cars. Both potash and salt products are processed at the plant facility at a rate of 400 to 1,200 tons per day. The Moab property exhibits the normal results of a surface salt-based operation and is in good working condition. A new compaction facility was installed in 2010.

Access to the property is predominantly via state highway 191 and state road 279, locally referred to as Potash Road. A Union Pacific/Denver and Rio Grande Western Railroad rail spur services the property. The nearest town to the Moab property is Moab, Utah (with an estimated population of about 5,300). Salt Lake City, Utah (population of 200,500) and Grand Junction, Colorado (population of 67,000), are located approximately 240 and 120 miles to the west and east, respectively, by road, and are the nearest major industrial and commercial airline terminals. Moab also has a commercial airline terminal with scheduled flights to Salt Lake City and other nearby cities depending on the season.

The nearby Colorado River provides the Moab mining operation with make‐up water under existing water rights with the State of Utah for a water supply of nine cubic feet per second. The Moab mine has been in operation as a solution mine since 1970 and, as a result, has the infrastructure and available personnel. The mining operation is accessible by a paved county road and accessible by rail. Electric power is fed from local utilities to a recently upgraded substation. The local area population is sufficient to support the Moab mine.

The Moab property is pledged as collateral for our revolving credit facility. We have avarious ~~reclamation~~bonds ~~bond~~ in place ~~for~~totaling approximately $79.59 million. There are no other significant encumbrances to the Moab property, including current and future permitting requirements and associated timelines, permit conditions, and violations and fines. As of December 31, ~~2023~~2024, the net book value of our material Moab property was $7980.57 million. There are no significant factors and risks that may affect access, title, or the right or ability to perform work on the Moab property. The Moab property holds numerous environmental and other permits and governmental approvals authorizing the operations at the facility.

Leases and Permits

At our Moab facility, we lease approximately 10,100 acres from the State of Utah and approximately 200 acres from the federal government through the BLM. We own approximately 3,800 surface acres overlying and adjacent to portions of acres leased from the State of Utah. These leases generally contain stipulations that require us to commence mining operations within a specified term and to continue mining to retain the leases.

Our lease with the federal government is for an indefinite term subject to readjustment of the lease stipulations, including the royalty payable to the federal government. Royalty payments equal a percentage of product sales less freight. The current royalty rate stipulated in the federal lease is five percent. In ~~2023~~2024, Moab made no royalty payments to the federal government.

Our Moab leases with the State of Utah are for terms of 10 years subject to extension and possible readjustment of the lease stipulations, including the royalty payable to the State of Utah. Our Moab leases with the State of Utah are operated as a unit under a unit agreement with the State of Utah, which extends the terms of all the Moab state leases as long as operations are conducted on any portion of these state leases. Our Moab leases with the State of Utah are currently extended until ~~2024~~2034 or so long as potash is being produced and stipulate royalty rates of five percent. In ~~2023~~2024, Moab paid $2.53 million of royalties to the State of Utah.

History of Operations

Texasgulf, Inc. began conventional underground mining in 1964, but various mining problems caused management to convert to a system combining solution mining and solar evaporation in 1971. Prior to 1970, approximately 6.5 million tons of sylvinite ore were mined and from that, 1.7 million tons of potash produced. Mining was by continuous miners and made difficult by the irregular floor, gas, and high rock temperatures. The height mined was typically eight feet. The dip of the ore was such that maintaining the miners in the seam was difficult. The seam floor rolls and folds resulted in an irregular mine plan with many large areas left unmined as pillars. In some areas, secondary mining resulted in high extraction.

We purchased the Moab Salt operation in 1999. In 2000, we drilled two new recovery wells to revitalize production from Bed 5. Production from Bed 5 had declined from near 100,000 tons in 1994 to 60,000 tons in 1999. After completion of the two new recovery wells, the brine concentration improved, and production increased to near 100,000 tons in 2001. Maintaining production at or near the target rate of 100,000 tons per year was difficult from Bed 5 because of declining product concentration. It was believed that solution mining over the prior 32 years had solution mined most of the remnant pillars in the old workings and that active solution mining was restricted to the updip faces of the mine ribs.41

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~~provide~~We ~~pathways~~purchased ~~for~~ the ~~liquor~~Moab ~~injected~~Salt operation in ~~Moab~~1999. ~~Salt‐27~~In 2000, we drilled two new recovery wells to ~~contact~~revitalize production from Bed 5. Production from Bed 5 had declined from near 100,000 tons in 1994 to 60,000 tons in 1999. After completion of the ~~sylvinite~~two new recovery wells, the brine concentration improved, and ~~differentially~~production ~~dissolve~~increased to near 100,000 tons in 2001. Maintaining production at or near the ~~sylvite~~target ~~before~~rate ~~being~~of ~~lifted~~100,000 tons per year was difficult from ~~Moab~~Bed ~~Salt‐28~~5 because of declining product concentration. ~~Currently,~~It ~~Moab~~was ~~Salt‐29~~believed ~~connects~~that ~~Moab~~solution ~~Salt‐27~~mining ~~and~~over ~~‐28~~the prior 32 years had solution mined most of the remnant pillars in the old workings and ~~serves~~that asactive ansolution ~~alternative~~mining was restricted to ~~Moab~~the ~~Salt‐27~~updip ~~for~~faces ~~injection.~~of the mine ribs.

We evaluated methods to enhance the production rate and decided to develop solution mining in Bed 9. Bed 9 is located 800 to 1,000 feet below Bed 5 and is of higher KCl content. Bed 9 had not been solution mined previously, although, some test mining was completed by the prior owners in the late‐1960s. A novel method of solution mining was adopted for recovery of potash from Bed 9. Moab Salt‐27 and Moab Salt‐28 were drilled “horizontally” in 2002 in Bed 9 to connect and provide pathways for the liquor injected in Moab Salt‐27 to contact the sylvinite and differentially dissolve the sylvite before being lifted from Moab Salt‐28. Currently, Moab Salt‐29 connects Moab Salt‐27 and ‐28 and serves as an alternative to Moab Salt‐27 for injection.

Mineral Resource and Reserves Comparison to Prior Year

~~We engaged~~ RESPEC, a qualified firm and independent of Intrepid, toprepared ~~prepare~~ a technical report summary for our Moab material property as of December 31, 2023. ~~because~~We ~~changes~~did innot ~~our~~have ~~cost~~any ~~of production and recent capital investments resulted in~~ material changes into ~~the~~our mineral ~~reserves and mineral~~ resources ~~estimates~~at ~~from~~December ~~the~~31, ~~revised~~2024, ~~technical~~compared ~~report~~to ~~summary prepared as of~~ December 31, ~~2021~~2023, ~~for~~at ~~the~~our Moab material property. The technical report summary for the Moab material property as of December 31, 2023, is included with this Annual Report on Form 10-K.

Mineral Resource and Reserves

Overview

The ore resource model created from the exploration and sampling database in 2007 serves as the basis for this evaluation. Personal inspection of the properties has occurred over the years by the QP, with the most recent inspection done on May 17, 2021. The inspection began with a tour of the tailings lake then the solar evaporating ponds. In addition, the injection and extraction wellfields, processing plant, product packaging and shipping areas were all inspected. During the site visit, harvesting was occurring, and the plant was operating. The plant is typically idle during the peak evaporation season from June 1 to September 1.

Mineral Resource

The property was evaluated using exploration drillhole and channel sample data to form the database that serves as the basis for estimating the resources. The geologic setting was evaluated, and zone assignments reviewed. All the core holes used in this resource estimation report both bed thickness and grade values that lie within the mine lease boundary. As an exception to this, the two potash exploration wells, Wells 28 and IPI‐037, which report bed thicknesses with no assay data, are included in the resource estimate for thickness modeling.

The rationale for the measured, indicated, and inferred limits is based on industry practice in the potash industry. Measured resources are within ¼ of a mile (1,320 feet) of a hole, conveying the highest level of confidence. In addition, the indicated resources are selected to be within ¾ of a mile (3,960 feet) of a hole and the inferred resources are selected to be within 1½ miles (7,920 feet) of a hole. Indicated tons exclude measured tons, inferred tons exclude the indicated and measured tons. This convention is considered reasonable for the geologic characteristics of the Cane Creek potash deposit.

The mineral resource for the Cane Creek Mine was estimated using Carlson Software 2020 ("Carlson 2020"), a commercially available geology and mine modeling software package. The resources within the property were segregated in the model into 100‐feet by 100‐feet blocks. The resource estimates included in this report are based on the 2018 modeling.

A deterministic estimate of the potash mineral resource was made using the inverse distance squared method. Invoking the theory that closer samples should be better predictors than those further away, the method assigns weights to samples inversely proportional to the separation distance between the estimation point and the sample point. The inverse distance squared method is useful for providing unbiased estimates of the overall resources.

The block grade and heights were generated within a 1.9‐mile search radius. The 1.9‐mile search radius was selected to capture more than one core hole in estimating block values in the areas of interest. The maximum number of drill holes for block estimation was limited to the 20 nearest drill holes. Inverse distance squared behaves as an exact interpolator. When calculating a block value, the weights assigned to the data points are fractions, and the sum of all the weights is equal to 1.0. An average unit density of 130 pounds per cubic foot was used to convert in‐place volume to tons. NaCl (salt) is not reported.

The proportion of the mineral deposit that is considered a resource depends on the following key factors: deposit thickness, deposit grade, and geologic factors. Areas where a bed thickness and potassium oxide (K2O) grade do not meet a 3‐foot and 18.95% K2O cutoff are excluded from the resource. The minimum thickness cutoff is used because sufficient recovery in thin beds by selective solution mining has not been demonstrated and because of difficulties in locating/maintaining horizontal holes within the bed. The grade cutoff is used because of the difficulty in selective mining in beds with less than 30% KCl content (18.95% K2O).

The gross in‐place sylvinite tonnage for each resource block was calculated by multiplying the net area of the block by the thickness of the bed and the density. The measured, indicated, and inferred Mineral Resource tonnages were estimated within the prescribed radius from the sampling location.42

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foot and 18.95% K2O cutoff are excluded from the resource. The minimum thickness cutoff is used because sufficient recovery in thin beds by selective solution mining has not been demonstrated and because of difficulties in locating/maintaining horizontal holes within the bed. The grade cutoff of 18.95% K2O is used because of the difficulty in selective mining in beds with less than 30% KCl content.

The mineral resources for Bed 5 have been estimated using the end of year 2018 geologic model. Measured, indicated, and inferred resources were estimated by sampling blocks within a 1,320‐feet, 3,960‐feet, and 7,920‐feet radius of influence, respectively, from a sample location (drill hole).

The resource estimate for Bed 9 is based on cored intervals and assay data from 21 holes (19 with grade and thickness). A similar methodology used for the Bed 5 resource estimation was used in the resource estimate for Bed 9.

Moab—Summary of Mineral Resources in Millions of Tons of Sylvinite in Place effective December 31, 2023 Based on $450/product ton mine site
Moab—Summary of Mineral Resources in Millions of Tons of Sylvinite in Place as of December 31, 2024, and 2023. Based on $450/product ton mine site
	Resources
	Sylvinite1 (Mt)	Grade (%K2O)	Contained K2O (Mt)	Cutoff 2	Processing Recovery (%)
Measured mineral resources	97	26	25	Minimum of 3-ft and 18.95%K2O	83
Indicated mineral resources	190	25	47	Minimum of 3-ft and 18.95%K2O	83
Measured + Indicated mineral resources	287	25	72
Inferred mineral resources	38	23	9	Minimum of 3-ft and 18.95%K2O	83
Moab—Summary of Mineral Resources in Millions of Tons of Sylvinite in Place effective December 31, 2022 Based on $406/product ton mine site
	Resources
	Sylvinite1 (Mt)	Grade (%K2O)	Contained K2O (Mt)	Cutoff 2	Processing Recovery (%)
Measured mineral resources	113	26	30	Minimum of 3-ft and 18.95%K2O	83
Indicated mineral resources	190	25	47	Minimum of 3-ft and 18.95%K2O	83
Measured + Indicated mineral resources	303	25	77
Inferred mineral resources	38	23	9	Minimum of 3-ft and 18.95%K2O	83
1 Sylvinite is a mixed evaporite containing NaCl and KCl. Pure KCl equates to 63.17% K2O by mass.
2 Solution mining resource cutoff for flooded old workings is the mining extents boundary.
Mineral Resources were prepared by RESPEC, a qualified firm for the estimate and independent of Intrepid.
Mineral Resources are reported exclusive of Mineral Reserves.
Mineral Resources are reported using Inverse Distance Squared estimation methods.
Mt = million tons, % = percent, K2O = potassium oxide, ft = feet

Additional information regarding the methodology and key assumptions used to calculate the Moab mineral resource can be found in Section 11 of the technical report summary in Exhibit 96.2 to this Annual Report.

Mineral Reserve

Mineral reserves that are mined using solution mining methods are not subject to the traditional application of a cutoff grade but instead of operational limitations. By definition, modifying factors are the factors applied to a mine plan for the indicated and measured mineral resources and then evaluated in order to establish the economic viability of mineral reserves. The factors for Moab are solution mining parameters, mineral processing, and lease boundaries are shown below.

The reserve estimate is based on a mine plan developed for the Cane Creek Mine. The estimate is based on the geologic model and assigned thicknesses and grades for the flooded old mine workings updip boundary (Bed 5) mapped to the decline curve and the individual caverns (Bed 9).

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The mine plan for Bed 5 was determined using a study developed to estimate the area of reserves that have been depleted through solution mining inside and around the perimeter of the old mine workings, with the exception of a large pillar within the perimeter. As such, this perimeter area has been excluded from the reserve estimates for Bed 5. Reserves were estimated for updip and horizontal areas outside of the perimeter. The mineral reserves were estimated as the difference between the reserves from the resource area and the net KCl tons extracted since 2001.

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Although Bed 5 resources can be solution mined with additional horizontal caverns, the reserves estimate only focuses on the net reserves remaining in the old mine as the planned horizontal caverns in Bed 9 are more than enough to support the required mine life for this report.

The mine plan for Bed 9 includes the three existing operating caverns and three additional planned caverns. Estimate of the reserves within the current and future well system area uses grade and thickness drillhole data and production to date. No estimate was made of the ore tons, average thickness, and average grade for the previously solution‐mined areas from Bed 9, only the equivalent tons of K2O and KCl were estimated. To date, about 1,110,000 tons of KCl have been mined from Bed 9. The modifying factors required to convert the in‐place tons into reserve tons are the same as those listed for Bed 5 with the exception of the dissolution factor. The Bed 9 dissolution factor was estimated using a concentration of 7.42% KCl by weight.

Moab—Summary of Potash Mineral Reserves effective December 31, 2024. Based on $360/product ton mine site.
	In-Place KCl (Mt)	In Situ Grade1(%K2O)	Product(Mt)2	Brine CutoffGrade3 (%K2O)	Processing Recovery (%)
Proven Mineral Reserves	3.0	28.6	2.2	2.5	83.0
Probable Mineral Reserves	0.4	28.9	0.3	2.5	83.0
Total Mineral Reserves	3.4	28.6	2.5
Moab—Summary of Potash Mineral Reserves effective December 31, 2023. Based on $360/product ton mine site.
	In-Place KCl (Mt)	In Situ Grade1(%K2O)	Product(Mt)2	Brine CutoffGrade3 (%K2O)	Processing Recovery (%)
Proven Mineral Reserves	3.1	28.3	2.3	2.5	83.0
Probable Mineral Reserves	0.4	28.9	0.3	2.5	83.0
Total Mineral Reserves	3.5	28.4	2.6
Moab—Summary of Potash Mineral Reserves effective December 31, 2022. Based on $325/product ton mine site.
	In-Place KCl (Mt)	In Situ Grade1(%K2O)	Product(Mt)4	Brine CutoffGrade3 (%K2O)	Processing Recovery (%)
Proven Mineral Reserves	2.5	27.2	1.8	1.9	83.0
Probable Mineral Reserves	0.8	27.8	0.6	1.9	83.0
Total Mineral Reserves	3.3	27.3	2.4
1 In situ grade is the amount of K2O in the remaining pillars of old works and is used to calculate In-Place KCL.
2 Product tons are calculated by multiplying the In-Place KCl by: dissolution factor of 89%, areal recovery of 100%, geologic factor of 94%, plant recovery of 86%, handling loss factor of 97.5%, and product purity of 104% (1/0.96).
2 Product tons are calculated by multiplying the In-Place KCl by: dissolution factor of 89%, areal recovery of 100%, geologic factor of 94%, plant recovery of 83%, handling loss factor of 97.5%, and product purity of 104% (1/0.96).
3 Brine cutoff grade is the amount of K2O in the extracted brine necessary to cover the cash costs of production.
4 Product tons are calculated by multiplying the In-Place KCl by: dissolution factor of 89%, areal recovery of 94%, geologic factor of 94%, plant recovery of 83%, and product purity of 1/95%.
Mineral Reserves were prepared effective December 31, 2023, by RESPEC, a qualified firm for the estimate and independent of Intrepid, and updated to December 31, 2024, by Intrepid to account for depletion that occurred due to 2024 mining operations.
Mineral Reserves were prepared by RESPEC., a qualified firm for the estimate and independent of Intrepid.
Mineral Reserves are reported exclusive of Mineral Resources.
Mt = million tons, % = percent, K2O = potassium oxide, ft = feet

Additional information regarding the methodology and key assumptions used to calculate the Moab mineral reserve can be found in Section 12 of the technical report summary in Exhibit 96.2 to this Annual Report.

Internal Controls

Moab has an internal protocol that provides for well‐defined, safe practices. Moab has SOPs in place for gamma‐ray logging, core handling, and sample collection. The cores are collected and analyzed for ore zone identification. Cores are compared to the gamma‐ray log to determine sampling intervals. Duplicate samples are collected with one sample sent to the on‐site lab and the other stored with the corresponding core box from which the sample was sourced.

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compared to the gamma‐ray log to determine sampling intervals. Duplicate samples are collected with one sample sent to the on‐site lab and the other stored with the corresponding core box from which the sample was sourced.

Individual Property Disclosure - Wendover

Overview

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The Wendover operation is located near the Nevada-Utah border along the western edge of Utah’s Great Salt Lake Desert and is situated within the Bonneville Salt Flats ("BSF"). The BSF is an enclosed-subbasin that contains 150 square miles of salt crust. Because the basin is closed topographically and has no outlet, loss of water is ultimately through evaporation. The BSF was formed through the prolonged accumulation of evaporite minerals in conjunction with periodic lacustrine events. There are three aquifers known to exist beneath the BSF, in descending order, the shallow-brine aquifer, the alluvial-fan aquifer, and the deep-brine aquifer. We produce potash from the shallow-brine aquifer and the deep-brine aquifer. The climate in western Utah is arid with low precipitation and low relative humidity. Average rainfall is five inches and average evaporation is eighty inches.

We produce potash at the Wendover facility through solar evaporation of naturally occurring brines collected from the sedimentary basin adjacent to the processing facility via brine collection ditches and extraction wells. The potash content of the collected brine is concentrated by solar evaporation in a series of ponds to the point that solids are precipitated and can be collected. The precipitated solids are primarily sylvinite, a combination of NaCl and KCl. Harvested solid salts are hauled to the processing facility, where grinding and flotation processes are used to concentrate KCl. The concentrate is then leached with freshwater to remove most of the remaining NaCl. KCl is then dried, sized, and stored for shipment. Potash, NaCl, MgCL2, and metal recovery salt are shipped by truck and rail via Interstate 80 and the Union Pacific Railroad.

The Wendover potash operation is located in the westernmost part of Tooele County, Utah. The plant facilities and offices are located approximately three miles east of Wendover, Utah, on old US Highway 40. The site is approximately three miles east of the Nevada border and is primarily located south of Interstate 80, although portions of the site are located north of Interstate 80. The area of the Wendover mine operation is shown below. The facility, collection ditches, and evaporation systems cover approximately 91,600 acres (approximately 141 square miles). The majority of the ditch collection system is located to the south and east of the processing facilities.

46A robust set of infrastructure is in place for Wendover. Natural gas, electricity, and water have historically been readily available and are expected to continue into the future. Process materials are readily available in the greater Salt Lake Area. All

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~~A robust set of~~ infrastructure ~~is in place~~ for ~~Wendover. Natural gas, electricity, and water have historically been readily available and are expected to continue into~~ the ~~future. Process materials are readily available in the greater Salt Lake Area. All infrastructure for the~~ operation is located approximately three miles east of Wendover, Utah, on old US Highway 40. Interstate 80 bisects the property. The Union Pacific Railroad runs next to the operations. The majority of personnel live and work in Wendover, Utah or West Wendover, Nevada, approximately three to six miles from the operation. The Wendover Airport is located near the operations, although most commercial flights serve the Salt Lake City Airport, which is approximately 115 miles from the operation.

We have operated the property continuously since 2004. The property exhibits the normal results of a surface salt-based operation and is in good working condition. We installed a new compaction facility in 2010, and a new product warehouse in 2012. We use monitoring wells drilled in October 2005 to evaluate brine quality in the shallow-brine aquifer.

The Wendover property is pledged as collateral for our revolving credit facility. The only other significant encumbrance isare avarious ~~reclamation~~surety ~~bond~~bonds oftotaling $8.9.4 million to cover the cost of site reclamation. There are no other significant encumbrances to the property, including current and future permitting requirements and associated timelines, permit conditions, and violations and fines. As of December 31, ~~2023~~2024, the net book value of our material Wendover property was $4245.27 million. There are no significant factors and risks that may affect access, title, or the right or ability to perform work on the property. Wendover holds numerous environmental and other permits and governmental approvals authorizing the operations at the facility.

Leases and Permits

We own approximately 57,500 acres of the Wendover site. The BLM and the State of Utah own approximately 34,000 acres of the Wendover site, which we lease (excluding lands used for highway and utility purposes).

We hold leases from the federal government that include 25,900 acres adjoining the Wendover property to the east. Our Wendover federal leases have an indefinite term subject to readjustment of the lease stipulations, including the royalty payable to the federal government. Royalty payments equal a percentage of product sales less freight. The current royalty rate stipulated in the federal leases is three percent. In 2024, Wendover made $0.2 million in royalty payments to the federal government.

47The State of Utah owns several state land trust sections within the Wendover property site boundaries. We lease approximately 8,100 acres of property from the State of Utah under special use and mineral leases. The Wendover state leases are interspersed among our property and the Wendover federal leases. The Wendover state leases are for an indefinite term subject to readjustment of the lease stipulations, including the royalty payable to the State of Utah. Royalty payments equal a percentage of product sales less freight. The current royalty rate stipulated in our Wendover state leases is four percent. In 2024, Wendover made $0.1 million in royalty payments to the State of Utah.

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stipulated in the federal leases is three percent. In 2023, Wendover made $0.3 million in royalty payments to the federal government.

The State of Utah owns several state land trust sections within the Wendover property site boundaries. We lease approximately 8,100 acres of property from the State of Utah under special use and mineral leases. The Wendover state leases are interspersed among our property and the Wendover federal leases. The Wendover state leases are for an indefinite term subject to readjustment of the lease stipulations, including the royalty payable to the State of Utah. Royalty payments equal a percentage of product sales less freight. The current royalty rate stipulated in our Wendover state leases is four percent. In 2023, Wendover made $0.1 million in royalty payments to the State of Utah.

History of Operations

The Bonneville area was recognized in the early 1900s as a source for potash. The original operation was known as the Salduro Works, which operated until 1918 and then closed due to a decline in potash demand. The original Salduro Works was responsible for acquiring lands on which a system of collection ditches was constructed. In the mid‐1930s, Bonneville Limited acquired more land to the west of the original property and constructed primary harvest ponds and additional infrastructure to support the mining operations. Between 1961 and 1963, various potash leases were acquired from the federal and state governments. Kaiser Aluminum & Chemical Corporation acquired Bonneville Limited in 1963. The property, including the ponds, processing operation, and lease land, was acquired by Reilly Industries, Inc. from Kaiser Aluminum & Chemical Corporation in 1988. Intrepid acquired the property from Reilly Industries, Inc. in April 2004.

Mineral Resource and Reserves Comparison to Prior Year

~~We engaged~~ RESPEC, a qualified firm and independent of Intrepid, toprepared ~~prepare~~ a technical report summary for our Wendover material property as of December 31, 2023. ~~because~~We ~~changes~~did innot ~~our~~have ~~cost~~any ~~of production resulted in~~ material changes into ~~the~~our mineral ~~reserves and mineral~~ resources ~~estimates~~as ~~from~~December ~~the~~31, ~~revised~~2024, ~~technical~~compared ~~report~~to ~~summary prepared as of~~ December 31, ~~2021~~2023, ~~for~~at ~~the~~our Wendover material property. The technical report summary for the Wendover material property as of December 31, 2023, is included with this Annual Report on Form 10-K.

Mineral Resource and Reserves

Overview

The ore resource model used to determine resources and reserves was created from a database of brine sampling data in 2007 and includes brine samples from the active mining horizon. The QP's most recent inspection was on May 19, 2021, and included the potash plant, evaporation ponds, wellheads, and ditches.

No traditional drilling exploration has taken place in Wendover. We monitor KCl grade from 27 wells that were drilled in October 2005. We sample these wells at least yearly to evaluate brine quality in the shallow-brine aquifer. Samples are evaluated at the on-site lab with full analysis capabilities, including X-ray fluorescence. Additional information on exploration can be found in Section 7 of the technical summary report in Exhibit 96.3 to this Annual Report.

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evaluated at the on-site lab with full analysis capabilities, including X-ray fluorescence. Additional information on exploration can be found in Section 7 of the technical summary report in Exhibit 96.3 to this Annual Report.

Mineral Resource

Estimates for potash resources were based on KCl brine concentration, porosity, and aquifer thickness from historical reports and brine monitoring data. Cutoff grade assumptions are based on historic cost data sourced from operations. Product sales prices used in the cutoff grade analyses are based on historical sales and marketing results and forward-looking pricing provided by Intrepid marketing and compared to third party sources.

Resource estimates for shallow-brine aquifer were based on the difference between historic well data collected between 1965 and 1967 and current monitoring data with consideration of the cutoff grade. There has been no change in trend of KCl grade to the primary pond or in potash production with brine grade held steady at approximately 0.97% for 60 years without declining.

Resource estimates for the deep-brine aquifer were based on current deep-well draw-down, pumping rates, and historical brine concentration variations. This resource is classified as an indicated resource due to the hydrological uncertainty of the aquifer and is expected to support production for at least 25 years.


Wendover—Summary of Mineral Resources in Millions of Tons of Sylvinite as of December 31, 2024, and 2023. Based on $450/product ton mine site.
	Resources				Processing Recovery (%)
	K2O Brine 1 (Mt)	Grade (%K2O)	Contained K2O2 (Mt)	Cutoff 3 (%K2O)

Measured mineral resources	—	—	—
Indicated mineral resources	175	0.5	0.9	0.23	85
Measured + Indicated mineral resources	175	0.5	0.9	0.23
Inferred mineral resources	1,358	0.5	6.8	0.23	85








1 K2O Brine is the recovered KCl bearing brine in solution at average concentrations by weight.
2 Contained K2O is calculated by multiplying K2O Brine by the Grade.
3 Solution mining resource cutoff is the grade at which production covers operating costs.
Mineral Resources were prepared RESPEC, a qualified firm for the estimate and independent of Intrepid.
Mineral Resources are reported exclusive of Mineral Reserves.
Mineral Resources are reported using Inverse Distance Squared (ID2) estimation methods.
Mt = million tons, % = percent, K2O = potassium oxide, ft = feet

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Wendover—Summary of Mineral Resources in Millions of Tons of Sylvinite as of December 31, 2023. Based on $450/product ton mine site.
	Resources				Processing Recovery (%)
	K2O Brine 1(Mt)	Grade (%K2O)	Contained K2O2(Mt)	Cutoff 3(%K2O)
Measured mineral resources	—	—	—
Indicated mineral resources	175	0.5	0.9	0.23	85
Measured + Indicated mineral resources	175	0.5	0.9	0.23
Inferred mineral resources	1,358	0.5	6.8	0.23	85
Wendover—Summary of Mineral Resources in Millions of Tons of Sylvinite as of December 31, 2022. Based on $406/product ton mine site.
	Resources				Processing Recovery (%)
	K2O Brine 1(Mt)	Grade (%K2O)	Contained K2O2(Mt)	Cutoff 3(%K2O)
Measured mineral resources	—	—
Indicated mineral resources	250	0.5	1.2	0.19	85
Measured + Indicated mineral resources	250	0.5	1.2	0.19
Inferred mineral resources	1,360	0.5	6.8	0.19	85
1 K2O Brine is the recovered KCl bearing brine in solution at average concentrations by weight.
2 Contained K2O is calculated by multiplying K2O Brine by the Grade.
3 Solution mining resource cutoff is the grade at which production covers operating costs.
Mineral Resources were prepared RESPEC, a qualified firm for the estimate and independent of Intrepid.
Mineral Resources are reported exclusive of Mineral Reserves.
Mineral Resources are reported using Inverse Distance Squared (ID2) estimation methods.
Mt = million tons, % = percent, K2O = potassium oxide, ft = feet

Additional information regarding the methodology and key assumptions used to calculate the Wendover mineral resource can be found in Section 11 of the technical report summary in Exhibit 96.3 to this Annual Report.

Mineral Reserve

Key assumptions for the mineral reserve estimates include KCl grade, thickness, geometry, and hydrogeological properties of the aquifer, presence of geologic anomalies that distort the aquifer, impurities that impact solubility or the surface concentration, separation, crystallization, or packaging process, and the cost of goods sold and estimated final price of the product. Due to its history of operations, infrastructure is mature and the processing and cost factors are well understood. Recovery estimates are based on past, current, and anticipated future performance and supported by laboratory or metallurgical testing of the plant feed.

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Wendover—Summary of Potash Mineral Reserves effective December 31, 2024. Based on $360/product ton mine site.
	Brine 1(Mt)	In Situ Grade 2 (%K2O)	Product 3(Mt)	Cutoff 4 (%K2O)	Processing Recovery (%)
Proven Mineral Reserves
Probable Mineral Reserves	813	0.5	1.7	0.3	85
Total Mineral Reserves	813	0.5	1.7	0.3
Wendover—Summary of Potash Mineral Reserves effective December 31, 2023. Based on $360/product ton mine site.
	Brine 1(Mt)	In Situ Grade 2 (%K2O)	Product 3(Mt)	Cutoff 4 (%K2O)	Processing Recovery (%)
Proven Mineral Reserves
Probable Mineral Reserves	832	0.5	1.7	0.3	85
Total Mineral Reserves	832	0.5	1.7	0.3
Wendover—Summary of Potash Mineral Reserves effective December 31, 2022. Based on $325/product ton mine site.
	Brine 1(Mt)	In Situ Grade 2 (%K2O)	Product 3(Mt)	Cutoff 4 (%K2O)	Processing Recovery (%)
Proven Mineral Reserves
Probable Mineral Reserves	820	0.5	1.7	0.3	85
Total Mineral Reserves	820	0.5	1.7	0.3
1 Brine advanced through the pond system.
2 In-situ grade is the amount of K2O contained in the brine.
3 Potash Product tons are calculated by multiplying Brine by: the In-Situ Grade divided by 63.17% K2O/KCl conversion factor, an overall pond recovery factor of 30%, processing recovery of 85%, a handling loss factor of 97%, and a product purity factor of 105%.
4 Solution mining reserve cutoff is the grade at which production covers operating costs.
Mineral Reserves were prepared RESPEC, a qualified firm for the estimate and independent of Intrepid.
Mineral Reserves are reported exclusive of Mineral Resources, on a 100% basis
Mineral Reserves are reported using Inverse Distance Squared (ID2) estimation methods.
Mt = million tons, % = percent, K2O = potassium oxide, ft = feet

Additional information regarding the methodology and key assumptions used to calculate the Wendover mineral reserve can be found in Section 12 of the technical report summary in Exhibit 96.3 to this Annual Report.

Internal Controls

Our Wendover operations have internal quality assurance and quality control procedures for sample collection. Monitoring wells are sampled at least yearly to evaluate brine quality in the shallow-brine aquifer. During the evaporation season, we collect daily brine samples at brine advancement points. We sample brackish ponds and transfer pumps weekly. We evaluate samples at an on-site lab with full analysis capabilities, including X-ray fluorescence.

Production

Our facilities have a current estimated annual productive capacity of approximately 365,000 tons of potash, and approximately 400,000 tons of langbeinite, based on current designs. Our annual production rates are less than our estimated productive capacity. Actual production is affected by operating rates, the grade of ore mined, recoveries, mining rates, evaporation rates, product pricing, and the amount of development work that we perform. Therefore, as with other producers in our industry, our production results tend to be lower than reported productive capacity.

Our production capabilities and capital improvements at our facilities are described in more detail below, along with our historical production of our primary products and byproducts for the years ended December 31, ~~2023~~2024, ~~2022~~2023, and ~~2021~~2022.

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Solution Mines

•Potash ore at HB is mined from idled original mine workings in the Carlsbad, New Mexico, area.

•The HB mine has a current estimated productive capacity of 180,000 tons annually. Potash produced from our HB mine is shipped by truck to the North facility for compaction.

•Potash ore at the Moab facility is mined from two stacked ore zones: the original mine workings in Potash 5 and the horizontal caverns in Potash 9.

•The Moab mine has a current estimated productive capacity of approximately 110,000 tons of potash annually.

•Potash at Wendover facility is produced primarily from brine containing salt, potash, and magnesium chloride that is collected in ditches from the shallow aquifers of the West Desert. These materials are also collected from a deeper aquifer by means of deep-brine wells.

•The Wendover facility has a current estimated productive capacity of approximately 75,000 tons of potash annually.

Conventional Underground Mines

•Sylvite and langbeinite ore at our Carlsbad locations occurs in a stacked ore body containing at least 10ten different mineralized zones, seven of which contain proven and probable reserves.

•The East mine has a current estimated productive capacity of approximately 400,000 tons of Trio® annually, based on current design. The East mine was converted to a Trio®-only operation in April 2016 and potash is no longer produced from the East mine.

•The West mine was idled in July 2016 and placed in care-and-maintenance mode. When operational, it has an estimated productive capacity of approximately 400,000 tons of red potash annually.

Compaction Facility

•The North facility receives compactor feed from the HB mine via truck and converts the compactor feed to finished granular-sized product and standard-sized product.

Our Development Assets

We have development opportunities in our New Mexico facilities with the acceleration of production from our reserves and mineralized deposits of potash, and the potential construction of additional production facilities in the region. We also own the leases on two idled mines near Carlsbad: the AMAX/Horizon mine and the North mine.

AMAX/Horizon Mine

•The AMAX/Horizon mine was in continuous operation between 1952 and 1993. We acquired the potash leases associated with the AMAX/Horizon mine in October 2012. ~~The~~and ~~AMAX/Horizon~~we ~~mine~~obtained ~~was~~state ~~in continuous operation between 1952~~ and ~~1993.~~federal ~~This~~permits ~~mine,~~in ~~similar~~2015 to ~~the~~utilize HBthese ~~mine,~~leases ~~may be a viable candidate~~ for solution mining ~~similar to our HB mine~~.

•WeIn ~~obtained~~the ~~state~~third ~~and~~quarter ~~federal~~of ~~permits~~2024, we started the permitting process to drill a sample well into the AMAX Cavern at HB in ~~2015~~order to ~~utilize~~measure ~~these~~the ~~leases~~brine ~~for~~chemistry of the existing cavern and determine if it is a viable solution mining opportunity. ~~These~~We ~~permits~~expect ~~may~~to ~~need~~finish tothe besample ~~updated~~well ifpermitting weprocess ~~decide~~in tothe ~~operate~~first ~~this~~quarter ~~facility~~of 2025 with test well drilling taking place shortly thereafter. We expect to utilize the HB evaporation ponds and processing mill for the AMAX/Horizon mine. We ~~have~~expect ~~not~~to ~~yet~~need ~~made~~additional aupdates ~~decision~~ to ~~proceed~~permits, ~~with~~including ~~this potential development project; however~~rights-of-way, if we ~~may~~decide ~~perform future work~~ to ~~determine~~operate if this ~~idled underground mine is a viable solution mining opportunity~~facility.

North Mine

•The North mine operated from 1957 to 1982 when it was idled mainly due to low potash prices and mineralogy changes which negatively impacted mineral processing at the facilities. Although the mining and processing equipment has been removed, the mine shafts remain open. The compaction facility at the North mine is where we granulate, store, and ship potash produced from the HB mine. Two abandoned mine shafts, rail access, storage facilities, water rights, utilities and leases covering potash deposits, are already in place. As part of our long-term mine planning efforts, we may choose to evaluate our strategic development options with respect to the shafts at the North mine and their access to mineralized deposits of potash.

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Our Production of Potash and Trio®

One product ton of potash contains approximately 0.60 tons of K2O when produced at our Moab and Wendover facilities and approximately 0.60 or 0.62 tons of K2O when produced at our HB facility. One product ton of langbeinite produced at our East facility contains approximately 0.22 tons of K2O. The following table summarizes production of our primary products at each of our facilities for each of the years ended December 31, ~~2023~~2024, ~~2022~~2023, and ~~2021~~2022:

(tons in thousands)	Year Ended December 31,
	2023			2022			2021
	2024			2023			2022
	Ore Production	Mill Feed Grade1	Finished Product	Ore Production	Mill Feed Grade1	Finished Product	Ore Production	Mill Feed Grade1	Finished Product
Potash
HB	~~717~~873	1112.36%	90136	~~672~~717	1311.73%	~~114~~90	~~746~~672	13.67%	~~117~~114
Moab	~~429~~500	1716.24%	95110	~~504~~429	1617.92%	~~105~~95	~~648~~504	1516.09%	~~118~~105
Wendover	~~247~~307	1213.52%	3949	~~296~~247	1312.65%	5139	~~338~~296	13.36%	5251
	1,393		224	1,472		270	1,732		287
	1,680		295	1,393		224	1,472		270
Langbeinite
East	1,~~285~~139	78.35%	~~216~~251	1,~~348~~285	7.83%	~~226~~216	1,~~057~~348	87.68%	~~228~~226
Total Primary Products			~~440~~546			~~496~~440			~~515~~496

1 Mill feed grade shown is as percent of K2O. Mill feed grade is a measurement of the amount of mineral contained in an ore as a percentage of the total weight of the ore. For potash it is often represented as a percent of potassium oxide (K2O) or percent potassium chloride (KCl).

Water and Byproduct Production

We have permitted, licensed, declared and partially adjudicated water rights in New Mexico under which we sell water primarily to support oil and gas operations and developments in the Permian Basin near our Carlsbad facilities. During the extraction of potash and Trio®, we recover marketable salt, magnesium chloride, water, and brine containing salt and potassium from our mining processes. Our salt is used in a variety of markets including animal feed, industrial applications, pool salt, and the treatment of roads and walkways for ice melting or to manage road conditions. Magnesium chloride is typically used as a road treatment agent for both deicing and dedusting. Our brines are used primarily by the oil and gas industry to support well development and completion activities.

ITEM 3.LEGAL PROCEEDINGS

A description of our legal proceedings, if any, is contained in Note 1415 of the Notes to Consolidated Financial Statements.

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 laws. In order to achieve these objectives, we train employees on safe work practices; establish, follow, and improve safety standards; involve employees in safety processes; openly communicate safety matters with employees; and record, report, and investigate accidents, incidents, and losses to help avoid recurrence. As part of our ongoing safety programs, we collaborate with 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 by MSHA 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. Our Utah and HB facilities are subject to regulation by OSHA and, therefore, are not required to be included in the information provided in Exhibit 95.1.

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PART II

ITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is traded on the NYSE under the symbol "IPI". As of February 2928, ~~2024~~2025, we had 7778 record holders of our common stock based upon information provided by our transfer agent.

Performance Graph—Comparison of Cumulative Return

The graph below compares the cumulative total stockholder return on our common stock with the cumulative total stockholder return on the S&P 500 Index, the Dow Jones U.S. Basic Materials Index, and a peer group for the period beginning on December 31, ~~2018~~2019, through December 31, ~~2023~~2024, assuming an initial investment of $100 and the reinvestment of dividends. The peer group consisted of The Mosaic Company, Compass Minerals International, Inc., and Nutrien Ltd.

	IPI		Peer Group		S&P 500		Dow Jones U.S. Basic Materials
December 31, 2018	$	100.00	$	100.00	$	100.00	$	100.00
December 31, 2019	$	100.00	$	100.00	$	100.00	$	100.00
December 31, 2019	$	104.23	$	97.93	$	131.47	$	119.76
December 31, 2020	$	89.11	$	106.07	$	118.39	$	118.32
December 31, 2020	$	92.88	$	103.82	$	155.65	$	141.70
December 31, 2021	$	157.68	$	172.47	$	152.34	$	151.20
December 31, 2021	$	164.35	$	166.39	$	200.29	$	181.07
December 31, 2022	$	106.53	$	177.51	$	124.73	$	139.74
December 31, 2022	$	111.04	$	170.01	$	163.98	$	167.35
December 31, 2023	$	88.15	$	143.50	$	157.48	$	155.12
December 31, 2023	$	91.88	$	136.87	$	207.04	$	185.77
December 31, 2024	$	80.89	$	113.37	$	196.85	$	146.88

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Dividends

We currently intend to retain earnings to reinvest for future operations and growth of our business and do not anticipate paying any cash dividends on our common stock. However, our Board of Directors, in its discretion, may decide to declare a dividend at an appropriate time in the future, subject to the terms of our revolving credit agreement. A decision to pay a dividend would depend upon, among other factors, our results of operations, financial condition, and cash requirements and the terms of our revolving credit agreement at the time a payment is considered.

Purchases of Equity Securities by the Issuer

Issuer Purchases of Equity Securities
Period	(a)Total Number of Shares ~~Purchased1~~Purchased	(b)Average Price Paid Per Share	(c)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d)Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or ~~Programs2~~Programs1
October 1, 2023, through October 31, 2023	—	$—	—	$12,987,860
October 1, 2024, through October 31, 2024	—	$—	—	$12,987,860
November 1, 2023, through November 30, 2023	—	$—	—	$12,987,860
November 1, 2024, through November 30, 2024	—	$—	—	$12,987,860
December 1, 2023, through December 31, 2023	7,472	$23.33	—	$12,987,860
December 1, 2024, through December 31, 2024	—	$—	—	$12,987,860
Total	~~7,472~~—	$~~23.33~~—	—	$12,987,860

1 Represents ~~shares~~the dollar value of ~~common~~remaining ~~stock~~availability weunder ~~withheld~~the as$35 amillion ~~payment~~share repurchase program approved by the Board of ~~withholding~~Directors ~~taxes~~in ~~due~~February ~~upon~~2022. ~~vesting~~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 ~~restricted~~share ~~stock~~repurchases, ~~held~~if byany, will be at our ~~employees~~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. During 2024, we did not purchase any shares under the share repurchase program.

2 Represents the dollar value of remaining availability under the $35 million share repurchase program approved by the Board of Directors in February 2022. 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. During 2023, we did not purchase any shares under the share repurchase program.52

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ITEM 6.RESERVED

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ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

This Management's Discussion and Analysis should be read in conjunction with the accompanying consolidated financial statements and related notes contained in "Item 8. Financial Statements and Supplemental Data" of this Annual Report.

This Management's Discussion and Analysis contains forward‑looking statements that involve risks, uncertainties, and assumptions as described under the heading "Cautionary Note Regarding Forward‑Looking Statements," in Part I of this Annual Report. Our actual results could differ materially from those anticipated by these forward‑looking statements as a result of many factors, including those discussed under "Item 1A. Risk Factors" and elsewhere in this Annual Report.

A discussion of the changes in our results of operations between the years ended December 31, ~~2022~~2023, and December 31, ~~2021~~2022, has been omitted from this Annual Report on Form 10-K but may be found in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023, filed with the SEC on March 7, ~~2023~~2024, which is available free of charge on the SEC's website at www.sec.gov and our corporate website (www.intrepidpotash.com).

Overview

Our extraction and production operations are conducted entirely in the continental ~~United States~~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. ~~Until mid-2016, we also produced potash from our East and West mines in Carlsbad, New Mexico.~~

We also have ~~permitted~~certain land, ~~licensed~~water rights, ~~declared~~federal ~~and~~grazing ~~partially~~leases, ~~adjudicated~~and ~~water~~other ~~rights~~related assets in southeast New Mexico. We ~~sell~~refer ato ~~portion~~these ofassets ~~water~~and ~~from~~operations ~~these~~as ~~water~~"Intrepid ~~rights~~South." toIntrepid ~~support~~South ~~oil~~generates ~~and~~revenue ~~gas~~from ~~operations~~sales ~~and~~of ~~development~~various inoilfield ~~the~~related ~~Permian~~products ~~Basin.~~and Weservices, ~~continually~~including ~~work~~but not limited to, ~~expand~~water, ~~our~~brine, ~~sales~~surface use and right-of-way agreements, a produced water. royalty agreement, and caliche sales.

In We ~~May~~have ~~2019,~~three wesegments: ~~acquired certain land~~potash, ~~water rights~~Trio®, ~~federal~~ and ~~state~~oilfield ~~grazing~~solutions. ~~leases~~We account for ~~cattle,~~the ~~and~~sale ~~other~~of ~~related~~byproducts ~~assets~~as ~~from~~revenue ~~Dinwiddie~~in ~~Cattle~~the ~~Company.~~potash Weor ~~refer~~Trio® tosegment ~~these~~based ~~assets~~on ~~and~~which ~~operations~~segment asgenerated ~~"Intrepid~~the ~~South~~byproduct." ~~Due~~For toeach of the ~~strategic~~years ~~location~~ended ofDecember ~~Intrepid~~31, ~~South~~2024, ~~part~~2023, ofand ~~our~~2022, ~~long-term~~a ~~operating~~majority ~~strategy is selling small parcels~~ of ~~land~~our tobyproduct ~~other companies, where such~~ sales ~~provide~~were aaccounted ~~solution~~for toin athe ~~company's~~potash ~~need~~segment.

WeRecent have three segments: potash, Trio®, and oilfield solutions. We account for the sale of byproducts as revenue in the potash or Trio® segment based on which segment generated the byproduct. For each of the years ended December 31, 2023, 2022, and 2021, a majority of our byproduct sales were accounted for in the potash segment.Developments

In April 2024, our Board of Directors (the "Board") granted Robert P. Jornayvaz III, our Executive Chairman of the Board and Chief Executive Officer (the "CEO"), a medical leave of absence, while he recovered from a non-work related accident. Our Board appointed Matthew D. Preston, our Chief Financial Officer, as principal executive officer. Our Board also temporarily delegated all responsibilities of the Chairman of the Board to Barth Whitham, Lead Director. Our Board also appointed Hugh E. Harvey, our co-founder with Mr. Jornayvaz, to serve as a Class III director on the Board. On July 10, 2024, our Board announced that it was unlikely that Mr. Jornayvaz would return from his extended medical leave of absence and it had initiated a search process to identify a successor to Mr. Jornayvaz in the CEO role.

On September 30, 2024, Mr. Jornayvaz resigned as CEO and as a member of our Board. On November 26, 2024, our Board appointed Kevin S. Crutchfield as CEO of the Company and a member of the Board as a Class III director, in each case effective December 2, 2024.

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

Significant Business Trends and Activities

Our financial results have been, or are expected to be, impacted by several significant trends and activities, including impacts from global ~~health issues, such as the COVID-19 pandemic, and other global~~ disruptions. Given the dynamic nature of such disruptions, we cannot reasonably estimate the impacts of such disruptions, if any, on our financial condition, results of operations, liquidity or cash flows in the future. We expect that any such disruptions may have a material effect on revenue growth, financial condition, liquidity, and overall profitability in future reporting periods. Please see further discussion under "Item 1A. Risk Factors."

~~We expect that the trends described below may continue to impact our results of operations, cash flows, and financial position.~~54

•Potash pricing and demand. In 2023, potash remained a significant driver of our profitability, comprising 47% of our total sales. Our average net realized sales price for potash decreased in 2023 to $466 per ton compared to $713 per ton for 2022. Agricultural pricing peaked at $800 per ton in April 2022 as a result of sanctions on Belarusian potash and concerns about global potash supply due to Russia's invasion of Ukraine. Prices started to decrease in the fall of 2022 as global potash production rates improved. Agricultural potash pricing was $480 per ton at the beginning of 2023 and decreased from there. Despite the declining potash price, demand remained strong throughout 2023 with two good

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~~application~~such ~~seasons~~disruptions, inif ~~the~~any, ~~spring~~on ~~and~~our ~~fall~~financial ~~supported~~condition, byresults ~~above~~of ~~average commodity prices. In January 2024~~operations, ~~a winter-fill agricultural potash program was announced decreasing the list price to $385 per ton in January 2024 during a ten-day order window~~liquidity, ~~before~~or ~~the~~cash ~~list~~flows ~~price increased by $30 per ton. We saw a good response to the program and expect distributors will continue to layer~~ in ~~tons as~~ the ~~2024 spring season continues, with most distributors targeting minimal carryover inventory to end the spring~~future. We expect tothat ~~realize~~any ~~the~~such ~~increased~~disruptions ~~price~~may ~~after~~have ~~the~~a ~~order~~material ~~window~~effect on ~~certain~~revenue ~~spot sales in the first quarter of 2024. Our price expectations could be affected by~~growth, ~~among~~financial ~~other things~~condition, ~~weather~~liquidity, ~~planting decisions, rail car availability, commodity price decreases~~ and ~~the~~overall ~~price~~profitability ~~and~~in ~~availability~~future ofreporting ~~other potassium products~~periods. AsPlease asee ~~smaller~~further ~~producer~~discussion ~~relative~~under to"Item ~~the overall market, domestic pricing of our potash is influenced principally by the price established by our competitors~~1A. ~~The~~Risk ~~interaction of global potash supply and demand, ocean, land, and barge freight rates, currency fluctuations, and crop commodity values and outlook, also influence pricing~~Factors."

~~•Trio®~~We ~~pricing~~expect ~~and~~that ~~demand.~~the ~~Our~~trends ~~average~~described ~~net~~below ~~realized~~may ~~sales~~continue ~~price for Trio® decreased~~ to ~~$321~~impact ~~per ton in 2023, compared to $479 per ton in 2022, as Trio® price generally followed price decreases in potash. After the January 2024 price announcement for potash, we maintained~~ our ~~posted~~results ~~Trio® price~~ of ~~$330 per ton for premium Trio®~~operations, ~~$320~~cash ~~per ton for granular and $290 per ton for standard Trio®~~flows, ~~which is approximately $75 per ton below the price levels in January 2023. We've seen good subscription for the 2024 spring season~~ and ~~similar~~financial ~~to past years we expect distributors to target minimal carryover inventory into summer~~position. Our ability to realize the increased prices may be affected by, among other things, weather, planting decisions, rail car availability, commodity price decreases, and the price and availability of other potassium products.

~~Overall~~•Potash pricing and demand. Our average net realized sales price for potash decreased to $377 per ton ~~for~~in ~~Trio®~~2024 ~~will~~compared ~~continue~~ to be$466 ~~impacted~~per byton ~~the~~in ~~percentage~~2023 ofas ~~international~~global ~~sales,~~potash ~~particularly~~production improved back to ~~offshore~~2021 ~~markets~~levels leading to a more balanced global potash market. ~~Competition~~In ~~from~~January ~~lower~~2025, ~~cost~~a ~~alternatives~~winter-fill ~~and~~agricultural ~~freight~~potash ~~costs~~program ~~continue~~was announced decreasing the list price for agricultural potash by $20 per ton to ~~negatively~~$315 ~~impact~~per ~~our~~ton ~~average~~during ~~net~~a ~~realized~~one-week ~~sales~~order window, before the list price increased back to $340 per ton. toSubscription ~~offshore~~under ~~markets~~the fill program was generally positive, with most customers placing orders for the entirety of their first quarter needs. WeAfter ~~plan~~the tofill ~~continue~~program aand subsequent price~~-over-volume~~ ~~strategy~~increase, ~~internationally~~U.S potash prices are trading in line with global prices levels, supported by ~~focusing~~improving crop prices and a positive outlook on ~~those~~spring ~~international~~planting. ~~markets~~Our ~~where~~price weexpectations ~~obtain~~could ~~the~~be ~~highest~~affected ~~average~~by, ~~net~~among ~~realized~~other ~~sales~~things, weather, planting decisions, rail car availability, commodity price ~~per~~decreases ~~ton~~and the price and ~~thus~~availability of other potassium products. As a smaller producer relative to the ~~highest~~overall ~~margin~~market, 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, tariffs, and crop commodity values and outlook, also influence pricing.

•Trio® pricing and demand. Our average net realized sales price for Trio® decreased to $311 per ton in 2024, compared to $321 per ton in 2023, as increasing sulfate values mostly offset declines in potassium pricing during the year. In January 2025, improving agricultural commodity prices led to strong early season demand and customers were willing to commit to the majority of their spring needs. Given the good demand and continued improvements in sulfate pricing, we increased our posted price for Trio® by $20 per ton in late January to $375 per ton, and expect to realize the higher price levels on tons shipped in the second quarter of 2025. Our ability to realize the increased prices may be affected by, among other things, weather, planting decisions, rail car availability, commodity price decreases, and the price and availability of other potassium products.

Overall average net realized sales price per ton for Trio® will continue to be impacted by the percentage of international sales, particularly to offshore markets. Competition from lower cost alternatives and freight costs continues to negatively impact our average net realized sales price per ton to offshore markets. We plan to continue a price-over-volume strategy internationally by focusing on those international markets where we obtain the highest average net realized sales price per ton and thus the highest margin.

We experience seasonality in domestic Trio® demand, with more purchases coming in the first and second quarters in advance of 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. We continue to operate our facilities at reduced production levels that approximate expected demand and allow us to manage inventory levels.

•Water sales. Water sales decreased in 2023 to $15.2 million, compared to $22.4 million in 2022. The decrease is attributable to fewer fracs on our South Ranch and more fresh water used at our HB facility to improve injection rates while we complete the second phase of our new HB injection pipeline. In addition to fewer fracs on our South Ranch in 2023, we purchased less water for resale resulting in fewer sales but also a corresponding decrease in costs. In 2023, we purchased $1.4 million of water for resale compared to $6.4 million in 2022. We continue to see certain operators switch to using exclusively recycled water or a combination of fresh water and recycled water when completing wells. We believe this change is due to the growing focus on water conservation efforts, environmentally responsible operations and the large amounts of produced water that is present in certain basins and formations, such as the Delaware Basin in southeast New Mexico. By recycling and reusing produced water, operators are able to reduce freshwater purchases and decrease the cost of transporting and disposing of produced water into disposal wells.

An update to legal proceedings concerning our water rights is contained in Note 14 to our audited consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report.

•Byproduct sales. Byproduct sales increased to $30.6 million in 2023 compared to $26.7 million in 2022, driven primarily by a $1.7 million increase in magnesium chloride sales at our Wendover facility due to increased pricing. Byproduct brine sales into oil and gas markets in southeast New Mexico increased $0.9 million during 2023 as we successfully implemented multiple per-barrel price increases in 2023 while continuing to grow sales volumes. Byproduct water and salt sales both increased $0.7 million compared to the prior year.

•Strategic Focus on our Solar Solution Mining Facilities. Key current and future projects include:

◦We successfully commissioned ~~the~~Phase ~~Eddy~~Two ~~Shaft~~of ~~Brine~~the ~~Extraction~~HB Injection Pipeline Project in ~~October~~the ~~2023~~third atquarter ~~our~~of ~~HB Solar Solution Mine~~2024. ~~This~~Since ~~project targets a significant~~commissioning, ~~high-grade~~our brine ~~pool~~injection inrates ~~the~~have ~~Eddy~~averaged ~~Cavern that is estimated to contain~~ approximately ~~270~~1,900 ~~million~~ gallons ofper ~~brine~~minute, atwhich anis ~~expected grade of over 9~~30% ~~potassium~~higher ~~chloride~~than ~~(“KCl”). Access to this brine pool immediately increases~~ the ~~brine~~previous ~~available~~gallons toper ~~our~~minute ~~pond~~injection ~~system~~rate ~~and~~highs weachieved ~~expect to see incremental production contributions starting~~ in ~~the second half of 2024~~2014.

◦We ~~continue~~completed tothe ~~work~~construction ~~through~~of ~~the~~a ~~permitting~~new primary pond in Wendover in June 2024 and ~~contracting~~are ~~processes~~in ~~for~~the process of filling the ~~replacement~~pond ~~extraction~~with ~~well~~brine. atSimilar to our HBcaverns ~~Solar~~at ~~Solution~~the ~~Mine~~Moab and ~~expect~~HB mines, the ~~well~~primary ~~will~~ponds beat ~~commissioned~~Wendover inserve as the ~~second~~brine ~~quarter~~storage area, and adding another primary pond will help us meet our goals of ~~2024.~~maximizing ~~This~~brine ~~new~~availability, ~~extraction~~increasing ~~well~~brine isgrade, ~~designed~~and improving production. We expect to ~~have~~see athe ~~long-term~~production ~~operational~~benefits ~~life~~of ~~and~~the ~~will~~new ~~initially~~primary ~~target~~pond ~~approximately~~beginning in 2025 - 2026 production year.

57◦HB AMAX Cavern - In the third quarter of 2024, we started the permitting process to drill a sample well into the AMAX Cavern at HB in order to measure the brine chemistry of the existing cavern. AMAX is the largest cavern in the HB system and is expected to serve as an expansion area to the original HB caverns which have been in service for over ten years. We are close to completing the permitting process and expect to drill the well in the second quarter of 2025.

•Water sales. Water sales decreased in 2024 to $13.6 million, compared to $15.2 million in 2023. The majority of our water sales are from Intrepid South, where we sell water through our truck station or directly to operators. In 2024, we supplied water for one drilling program during the third quarter which accounted for approximately $5.5 million, or 40%, of our total water sales. Due to the large drilling program, we purchased $3.6 million of water for resale during 2024, a $2.2 million increase compared to 2023. Overall, we have seen a trend towards larger frac operations on Intrepid South due to the increasing length and number of laterals drilled. These operations require significant amounts

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~~330~~of ~~million~~water ~~gallons~~for ofa ~~high~~sustained period which has resulted in us relying more on third-~~grade~~party ~~brine~~water ~~from~~to meet the ~~Eddy~~needs ~~Cavern~~of atoperators ~~HB,~~as we are unable to provide the volumes necessary with ~~this~~our ~~additional~~own ~~brine~~wells ~~being~~and atpond ~~lower~~infrastructure. ~~depths~~While ~~than~~oil and gas activity remains strong in southeast New Mexico and on Intrepid South, we expect continued volatility in our water sales as the ~~Eddy~~amount ~~Shaft~~of ~~project~~water ~~can~~required ~~access~~varies between frac operations and the timing of operations is difficult to predict.

~~◦Phase~~•Byproduct ~~Two~~sales. ofByproduct ~~the~~sales HBdecreased ~~Injection~~to ~~Pipeline~~$25.3 ~~Project~~million isin ~~the~~2024 ~~installation~~compared ofto an$30.6 million in~~-line~~ ~~pigging~~2023, ~~system~~driven toprimarily ~~clean~~by a $5.6 million decrease in byproduct water sales as we increased the ~~pipeline~~volume of water used for injection at our HB plant and ~~remove~~we ~~scaling~~sold tofewer ~~help~~barrels ~~ensure~~of ~~more~~water ~~consistent~~from ~~flow~~our ~~rates~~Caprock water rights. WeMagnesium ~~continue~~chloride tosales ~~work~~decreased ~~through~~$2.8 ~~the~~million ~~permitting~~compared ~~requirements~~to ~~with~~2023, ~~commissioning~~as ~~expected~~limited snowfall events in the first half of 2024, ~~assuming~~combined wewith ~~have~~customers noentering ~~further~~2024 ~~delays~~with inhigh-levels ~~permitting.~~of ~~Upon~~inventory ~~Phase~~of 2dust ~~commissioning~~control magnesium chloride, wereduced ~~expect~~sales ~~our~~during the year. Byproduct brine ~~injection~~sales ~~rates~~into tooil beand ~~the~~gas ~~highest~~markets in ~~company~~southeast ~~history,~~New ~~which~~Mexico isincreased ~~key~~$2.6 ~~for~~million ~~maximizing~~during ~~brine~~2024 ~~availability~~as consistent oil and ~~residence~~gas ~~time~~activity near our operations led to a 17% increase in barrels sold compared to the prior year.

~~◦We~~•Other ~~started~~oilfield ~~construction~~products onand aservices. ~~new~~Our ~~primary~~revenue ~~pond~~from inbrine ~~Wendover~~and toother ~~increase~~oilfield ~~the~~products ~~brine~~and ~~evaporative area~~services, ~~which~~excluding ~~will~~water, ~~result~~recorded in ~~two~~our ~~primary~~oilfield ~~ponds~~solutions ~~when~~segment ~~complete.~~decreased ~~Similar~~ to ~~our~~$11.1 ~~caverns~~million atin ~~Moab and HB~~2024, ~~the~~compared ~~primary~~to ~~ponds~~$11.7 atmillion ~~Wendover~~in ~~serve as the brine storage area~~2023, ~~and~~mainly ~~adding~~driven ~~another~~by ~~primary~~a ~~pond~~$1.0 ~~will~~million ~~help~~decrease usin ~~meet~~surface ~~our~~use ~~goals of maximizing brine availability, increasing our brine grade,~~ and ~~improving~~right ~~our~~of ~~production.~~way Werevenue ~~expect~~at ~~this~~Intrepid ~~project to be commissioned in the third quarter of 2024~~South.

~~•Diversification~~In ofthe ~~products~~fourth ~~and~~quarter ~~services.~~of ~~Our~~2024, ~~revenue~~we ~~from brine and other oilfield products and services~~ recorded inimpairment ~~our~~charges ~~oilfield~~of ~~solutions segment increased by~~ $0.6.4 million inmainly ~~2023,~~related ~~compared~~ to ~~2022,~~our ~~mainly~~frac ~~driven~~sand byopportunity anand ~~increase~~other inoilfield ~~brine~~related ~~sales~~equipment atas ~~Intrepid~~it ~~South.~~is ~~Brine~~unlikely ~~sales~~we ~~from~~will ~~our~~continue HBto ~~facility~~pursue ~~are~~this ~~recorded~~opportunity as ~~byproduct~~we ~~revenue~~focus inon our ~~potash~~core ~~segment~~business. ~~Our~~We ~~total~~still ~~brine~~hold ~~sales~~the necessary permits for the sand operation and ~~byproduct~~believe ~~brine~~the ~~sales~~potential ~~were~~for ~~$8.3~~a ~~million~~frac ~~during~~sand ~~2023,~~operation ~~compared~~increases tothe ~~$6.1~~overall ~~million~~value ~~during~~of ~~2022.~~Intrepid South.

We continue to progress on a sand mine opportunity at Intrepid South and have received all necessary permits to begin construction and full operation. We are currently evaluating the market and our options, including the potential to add a strategic partner. 56

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Consolidated Results

(in thousands)	Year Ended December 31,
	2023		2022
	2024		2023
Sales1	$	~~279~~254,~~083~~694	$	~~337~~279,~~568~~083
Cost of Goods Sold	$	~~187~~171,~~278~~415	$	~~152~~187,~~276~~278
Gross Margin	$	36,846	$	141,408
Lower of cost or net realized value inventory adjustments	$	3,957	$	6,492
(Loss) Income Before Income Taxes	(44,062)		96,509
Gross Margin	$	29,082	$	36,846
Income Tax Benefit (Expense)	8,389		(24,289)
Loss Before Income Taxes	(18,512)		(44,062)
Net (Loss) Income	$	(35,673)	$	72,220
Income Tax (Expense) Benefit	(194,333)		8,389
Net Loss	$	(212,845)	$	(35,673)
Average Net Realized Sales Price per Ton2
Potash	$	~~466~~377	$	~~713~~466
Trio®	$	~~321~~311	$	~~479~~321

1Sales include sales of byproducts which were $3025.63 million and $2630.76 million for the years ended December 31, ~~2023~~2024, and ~~2022~~2023, respectively.

2Average net realized sales price per ton is a non-GAAP measure. More information about this non-GAAP measure is below under the heading "Non-GAAP Financial Measure."

Consolidated Results for the Years Ended December 31, ~~2023~~2024, and ~~2022~~2023

Sales

Our total sales decreased $5824.54 million, or 179% in ~~2023~~2024, compared to ~~2022~~2023, as potash segment sales decreased $3531.51 million, partially offset by an increase of $3.2 million in Trio® segment sales ~~decreased~~and an increase of $153.64 million, ~~and~~in ~~our~~ oilfield solutions segment sales ~~decreased $7~~.~~4 million.~~

Our total potash segment sales decreased $3531.51 million during ~~2023~~2024, compared to ~~2022~~2023, driven by a decrease of $3730.49 million in potash sales. Our potash sales decreased as our potash average net realized sales price per ton decreased 3519%, ~~partially~~combined ~~offset~~with by a 167% ~~increase~~decrease in tons of potash sold. ~~Generally~~Our ~~strong~~average ~~crop~~net ~~prices~~realized ~~supported~~sales ~~good~~price per potash ~~demand~~ton ~~during~~decreased ~~2023.~~in ~~Potash~~2024 ~~prices~~compared ~~peaked~~to ~~during~~2023, as the ~~second~~available ~~quarter~~supply of ~~2022~~potash ~~and~~increased ~~have~~in ~~steadily~~2024. ~~declined~~We insold ~~each~~fewer ~~succeeding~~tons ~~quarter~~of aspotash ~~global~~in ~~production~~2024, ~~rates~~compared ~~and~~to ~~product~~2023, ~~availability~~as ~~improved.~~we ~~The~~began ~~decrease~~2024 inwith less inventory of potash ~~sales~~to ~~during~~sell ~~2023~~due ~~was~~to ~~partially~~lower ~~offset~~potash byproduction anfrom ~~increase~~our ofHB ~~$1.9~~and ~~million~~Wendover infacilities ~~potash~~during ~~segment~~the ~~byproduct~~second ~~sales.~~half ~~The~~of ~~increase~~2023. inPotash ~~potash~~production ~~segment~~improved ~~byproduct~~at ~~sales~~our ~~was~~HB ~~due~~and toWendover ~~increased~~facilities ~~byproduct~~during ~~magnesium~~2024 ~~chloride~~compared ~~sales~~to ~~and~~2023, ~~increased~~but ~~byproduct~~annual ~~brine~~production ~~sales.~~at ~~Our~~our ~~byproduct~~Wendover ~~magnesium~~facility ~~chloride~~remains ~~sales~~below ~~increased~~its ashistorical weannual ~~realized~~production ~~higher~~level. ~~prices~~Potash ~~during~~segment ~~2023,~~byproduct ~~compared~~sales todecreased ~~2022~~$0.1 ~~Our~~million ~~byproduct~~in ~~brine~~2024 ~~sales~~compared ~~increased~~to ~~due~~2023, toas ~~continuing~~decreases ~~strong~~in ~~oil~~magnesium chloride and ~~gas~~byproduct ~~activities~~water ~~near~~sales ~~our~~were ~~facilities~~mostly offset by increases in ~~New~~brine ~~Mexico~~water ~~during~~and ~~2023~~salt sales.

Our total Trio® segment sales ~~decreased~~increased by $153.62 million during ~~2023,~~2024 compared to ~~2022~~2023, driven by aan ~~decrease~~increase of $178.64 million in Trio® sales., ~~Our~~partially ~~Trio®~~offset ~~average~~by ~~net~~a ~~realized~~decrease ~~sales~~of ~~price~~$5.2 ~~per~~million ~~ton~~in ~~decreased~~Trio® ~~33%~~segment ~~during~~byproduct ~~2023,~~sales. ~~partially~~We ~~offset~~sold ~~by a 16~~11% ~~increase~~more in tons of Trio® ~~sold.~~in ~~Similar~~2024 compared to ~~potash~~2023, ~~Trio®~~partially ~~prices~~offset ~~have~~by ~~declined~~a in3% ~~each~~decrease ~~succeeding~~in ~~quarter~~our ~~after~~Trio® ~~peaking~~average ~~during~~net ~~the~~realized ~~second~~sales ~~quarter~~price ofper ~~2022.~~ton ~~Generally~~during ~~strong~~2024, ~~crop~~compared ~~prices~~to ~~and~~2023. ~~lower~~Our Trio® ~~prices~~byproduct ~~drove~~sales ~~good~~decreased ~~demand~~as ~~for~~we ~~Trio®.~~did ~~The~~not ~~decrease~~sell inany Trio® ~~sales~~segment ~~was~~byproduct ~~partially~~water ~~offset~~in by2024, anwhile ~~increase~~we ofsold $25.03 million in Trio® segment byproduct ~~sales during 2023, as our Trio® byproduct~~ water ~~sales increased as a larger portion of our total water sales was byproduct water used~~ in ~~our Trio® production process~~2023.

Our oilfield solutions segment sales ~~decreased~~increased by $73.4 million in ~~2023~~2024, compared to ~~2022~~2023, ~~mainly~~ driven by aan ~~decrease~~increase of $74.90 million in water sales, ~~during~~and ~~2023~~an increase of $0.1 ~~Water~~million in brine water sales, ~~decreased~~partially asoffset weby ~~purchased~~a $5.0.7 million ~~less~~decrease in ~~third-party~~other ~~water~~products ~~for~~and ~~resale~~services. inOur ~~2023,~~oilfield ~~compared~~solutions segment water revenues increased due to ~~2022,~~the ~~and~~completion weof ~~used~~a ~~more~~large frac on Intrepid South during the third quarter of 2024. Demand for brine water atsales ~~our~~remained HBstrong ~~facility~~in 2024 due to ~~improve~~continued ~~injection~~oil ~~rates~~and ~~while~~gas weactivity ~~complete~~in the ~~second~~Permian ~~phase~~Basin near Intrepid South. Sales of our ~~new~~other HBproducts ~~injection~~and ~~pipeline.~~services decreased in 2024, compared to

~~Cost of Goods Sold~~57

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~~Our total cost of goods sold increased $35.0 million, or 23%, in~~ 2023, ~~compared~~due to ~~2022.~~a ~~Our~~decrease ~~potash~~in ~~segment~~surface ~~cost~~use ofand ~~goods~~easement ~~increased $20~~sales.9 ~~million,~~Surface oruse ~~27%,~~ and ~~our~~easement ~~Trio®~~sales ~~segment~~fluctuate ~~cost~~based ofon ~~goods~~the ~~sold~~time ~~increased~~of ~~$19.7~~recognizing ~~million,~~sales orfrom ~~36%,~~the ~~partially~~various ~~offset~~performance byobligations acontained ~~decrease of $5.6 million, or 27%,~~ in ~~our~~the ~~oilfield~~underlying ~~solutions segment cost of goods sold~~agreements.

~~Our~~Cost ~~potash segment cost~~ of ~~goods~~Goods sold mainly increased due to selling 16% more tons of potash in 2023, compared to 2022. In addition to selling more tons of potash in 2023, our weighted average carrying cost per ton increased as production labor costs, including contract labor and benefits, increased in 2023. We also produced fewer tons of potash during 2023 compared to 2022 and, because most of our production costs are fixed, a decrease in tons produced causes our weighted average price per ton to increase.Sold

Our ~~Trio®~~total ~~segment~~ cost of goods sold ~~increased~~decreased $15.9 million, or 8%, in ~~2023~~2024, compared to ~~2022~~2023. asOur wepotash ~~sold~~segment ~~16%~~cost ~~more~~of ~~tons~~goods ofdecreased ~~Trio®~~$13.5 inmillion, ~~2023~~or 14%, and our ~~weighted~~Trio® ~~average~~segment ~~carrying~~cost ~~costs~~of ~~increased~~goods assold wedecreased ~~incurred~~$4.3 ~~more~~million, ~~production~~or ~~labor~~6%, ~~expenses~~partially ~~and~~offset ~~produced~~by ~~fewer~~an ~~tons~~increase ~~compared~~of to$1.9 ~~the~~million, ~~prior~~or ~~year~~13%, in our oilfield solutions segment cost of goods sold.

Our ~~oilfield~~potash ~~solutions~~ segment cost of goods sold decreased 14% in 2024 compared to 2023, asdue weto ~~purchased~~selling ~~$5.0~~7% ~~million~~fewer ~~less~~tons of potash in ~~third-party~~2024, ~~water~~compared ~~for~~to ~~resale~~2023. In addition to selling fewer tons of potash in ~~2023~~2024, we produced 32% more tons of potash in 2024 compared to ~~2022~~2023, which lowered our per ton production costs. A significant portion of our production costs are fixed and an increase in the number of potash tons produced decreases our per ton production costs.

Our ~~Lower~~Trio® segment cost of ~~Cost~~goods orsold ~~Net~~decreased ~~Realizable~~6% ~~Value~~in ~~Inventory~~2024 ~~Adjustments~~compared to 2023. We sold 11% more tons of Trio® in 2024 compared to 2023, but our weighted average carrying cost per ton of Trio® decreased as we incurred less production labor, natural gas, and depreciation expenses in 2024 compared to 2023. Trio® segment labor costs decreased as we operated fewer shifts in 2024 compared to 2023. Trio® segment depreciation expense decreased in 2024 compared to 2023 due to the impairment that was recorded in December 2023 for our Trio® segment assets. Trio® segment natural gas expenses decreased in 2024 compared to 2023, as natural gas prices spiked in early 2023 due to supply constraints in the western U.S. In addition, we produced 16% more tons of Trio® in 2024 compared to 2023. Because a significant portion of our production costs are fixed, an increase in tons produced reduces our production costs per ton.

~~During~~Our ~~2023,~~oilfield wesolutions ~~recorded~~segment ~~lower of~~ cost ~~or net realizable value inventory adjustments~~ of ~~$6.5 million~~goods assold ~~our~~increased ~~weighted~~13% ~~average~~in ~~carrying~~2024 ~~costs~~compared ~~for~~to ~~certain potash and Trio® products exceeded our expected selling price for those products. As discussed above~~2023, ~~our~~as ~~average~~we ~~net~~purchased ~~realized~~more ~~sales~~third-party ~~price~~water ~~per ton~~ for ~~potash~~resale ~~and~~in ~~Trio®~~2024 ~~declined~~compared ~~during~~to 2023, ~~and~~to ~~our~~meet ~~weighted~~the ~~average~~demand ~~carrying costs~~ for ~~potash~~a ~~and~~large ~~Trio®~~frac ~~increased~~on ~~during~~Intrepid ~~2023~~South. ~~We did not record any lower of cost or net realizable value inventory adjustments during 2022.~~

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

During 2024, we recorded lower of cost or NRV inventory adjustments of $4.0 million as our weighted average carrying costs for certain potash products exceeded our expected selling price for those products. During the year ended December 31, 2023, we recorded lower of cost or NRV adjustments of $6.5 million as our weighted average carrying costs for certain potash and Trio® products exceeded our expected selling price for those products. As discussed above, during 2024 compared to 2023, our average net realized sales price per ton for potash and Trio® decreased but the amount of lower of cost or NRV inventory adjustments recorded was less in 2024 compared to 2023 because our weighted average carrying costs for potash and Trio® also decreased.

Gross Margin

Our gross margin percentage decreased to 1311% in ~~2023~~2024, compared to 4213% in ~~2022~~2023. The decrease was driven primarily by a decrease in sales revenue due to decreases in our average net realized sales price per ton for both potash and Trio®~~, increases in both potash and Trio® cost of goods sold, and recording lower of cost or net realizable value inventory adjustments during 2023~~.

Selling and Administrative Expense

InSelling ~~2023, selling~~ and administrative expenses increased $0.65 million or 2% ~~from~~in ~~2023.~~2024 ~~The~~compared ~~increase~~to in 2023, ~~was~~as ~~due mainly to~~ increases in ~~labor~~severance and ~~benefits~~labor ~~expense~~expenses aswere apartially ~~result~~offset ofby ~~salary~~decreases ~~increases~~in ~~given~~stock tocompensation ~~employees~~and inlegal ~~April 2023~~expenses.

Impairment of Long-Lived Assets

During the year ended December 31, ~~2023~~2024, we recorded total impairment charges of $4310.37 million. During the year ended December 31, ~~2022~~2023, we recorded nototal impairment charges of $43.3 million.

In ~~the fourth quarter of~~ 2023, ~~given the decrease in our gross margin for our Trio® segment~~ we ~~determined~~recorded ~~that~~an ~~sufficient indicators of potential~~ impairment ofrelated to our Trio® segment ~~long-lived~~ assets ~~existed.~~because Wethe ~~performed~~net abook ~~recoverability~~value ~~test~~exceeded ~~and determined that~~ the ~~carrying~~estimated fair value of ~~our~~the ~~Trio® segment long-lived~~ assets ~~was not recoverable~~. We engaged a third-party valuation firm to determine the fair value of our Trio® segment assets. The fair value of our Trio® segment assets was primarily determined using the expected proceeds received in an orderly sale of the individual assets. The carrying value of our Trio® segment asset group exceeded its fair value, and we recorded an impairment charge of $31.9 million. For any Trio® segment capital spending during 2024, we also estimated the fair value of those assets using the expected proceeds received in an orderly sale of those new assets and recorded an impairment of $4.4 million.

~~Our~~In ~~long-lived~~2024, ~~assets~~in at our ~~West~~Oilfield ~~facility~~Solutions ~~have~~Segment ~~been~~we inrecorded ~~care~~impairment ~~and~~charges ~~maintenance~~of ~~since July 2016~~$6.4 ~~Given~~million ~~the~~mainly ~~length~~related ofto ~~time~~our ~~since~~frac ~~the~~sand ~~assets~~opportunity ~~were~~and ~~placed~~other inoilfield ~~care~~related ~~and~~equipment. ~~maintenance,~~Although we ~~engaged~~still ahold ~~third-party valuation firm to determine if~~ the ~~fair~~necessary ~~value~~permits offor the ~~West~~sand ~~assets~~operation, ~~supports~~it ~~the~~is ~~carrying~~unlikely ~~value~~we ofwill ~~those~~continue ~~assets.~~to ~~The~~pursue ~~fair~~this ~~value~~opportunity ofas ~~the~~we ~~West~~focus ~~assets~~on ~~was~~our ~~determined~~core ~~using~~business. ~~the~~In ~~expected~~2023, ~~proceeds~~we ~~received~~recorded inimpairment ancharges ~~orderly sale~~ of ~~the individual assets~~$1.5 ~~The~~million ~~carrying~~related ~~value~~to ofcertain ~~the West~~ assets ~~exceeded~~in ~~the~~our ~~fair~~Oilfield ~~value~~Solutions ofSegment, ~~those~~specifically ~~assets,~~certain ~~and~~water werecycling ~~recorded~~equipment and an ~~impairment~~investment ~~charge~~in ofa ~~$9.9~~non-operating ~~million~~interest ~~during~~in ~~the~~an ~~fourth~~oil ~~quarter~~and ofgas ~~2023~~investment.

Finally, during 2023, we recorded impairment charges of $1.5 million related to certain assets in our Oilfield Solutions Segment, specifically certain water recycling equipment and an investment in a non-operating interest in an oil and gas investment.58

Loss on Sale or Disposal of Assets

During 2023, we recorded a $0.8 million loss on the sale or disposal of assets in the normal course of business, compared to a loss of $7.5 million during 2022. During the fourth quarter of 2022, we worked on drilling a new extraction well for our HB solar solution mine. During the drilling process, the planned well failed and we expensed approximately $6.2

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~~million~~In 2023 in our potash segment, we recorded an impairment charge of ~~costs~~$9.9 million related to the ~~project.~~assets Inat ~~addition~~the West facility, wewhich ~~also~~were ~~incurred~~placed ~~approximately~~in ~~$1.2~~care ~~million~~and maintenance in ~~losses~~2016, ~~related~~and togiven the ~~disposal~~length of ~~various~~time ~~other~~since the assets were placed in care and maintenance, we engaged a third-party valuation firm to determine the ~~normal~~fair ~~course~~value of ~~business~~the West assets. The fair value of the West assets was determined using the expected proceeds received in an orderly sale of the individual assets.

Loss on Sale or Disposal of Assets

During 2024, we recorded a $2.0 million loss on the sale or disposal of assets in the normal course of business, compared to a loss of $0.8 million during 2023. Our loss on sale or disposal of assets in 2024 resulted from the sale of excess lay flat water tubing.

Other Operating Income

In 2024, we recognized other operating income of $5.2 million compared to $1.3 million in 2023. During 2024, we recognized $4.5 million in other operating income related to the Third Amendment to the Cooperative Development Agreement we signed with XTO in December 2023 that became effective in January 2024. As discussed in further detail in Note 9- Other Long-Term Deferred Income to the Consolidated Financial Statements, we are recognizing as other operating income the estimated transaction price associated with the Amendment on a straight-line basis over the term of the Amendment. Also in 2024, we recognized $0.7 million from various miscellaneous items as other operating income.

Other Operating Expense

InOther ~~2023, we recognized other~~ operating expense ofincreased $2.26 million ~~compared to $4.7 million~~ in ~~2022.~~2024 ~~During~~compared to 2023, wemainly ~~recorded~~due to recording an additional $1.09 million ~~for fines and penalties~~ related to ~~a trespass on federal surface minerals at Intrepid South. We settled this trespass issue with~~ the ~~BLM~~potential ~~during~~underpayment ~~2023, and the matter is now closed. We also recorded $0.5 million~~ of ~~additions~~federal inmineral ~~our~~royalties ~~allowance~~from ~~for~~2012 ~~obsolete~~through ~~inventory, $0~~2016.~~5 million in care and maintenance expenses and we accrued $0.4 million related to a potential violation of one of our environmental permits.~~

During 2022, we recorded $1.8 million of additions in our allowance for obsolete inventory, accrued $1.7 million for fines and penalties related to a trespass on federal surface minerals at Intrepid South, $1.6 million related to potential underpayment of royalties found during an ongoing royalty audit by the Department of the Interior's Office of Natural Resources Revenue ("ONRR") and care and maintenance expenses of $0.6 million.

Income Tax

~~During~~We ~~2023 we~~ recorded income tax ~~benefit~~expense of $8194.43 million ~~compared~~in to2024 anas ~~income~~we increased our valuation allowance against our deferred tax ~~expense~~assets ofby $24199.3 0 million inas ~~2022.~~we ~~During~~have ~~2023,~~concluded wethat ~~recorded~~it ais $1more likely than not that our deferred tax assets will not be realized.1 ~~million~~The expense associated with increasing the valuation allowance ~~against~~was ~~certain~~partially ~~state~~offset ~~net~~by ~~operating~~the income tax benefit associated with our loss ~~carryforwards~~before ~~due~~income totaxes. aIn ~~change~~2023, inwe ~~the~~recorded ~~forecast~~an ofincome ~~the~~tax ~~amount~~benefit of ~~the~~$8.4 million as we incurred a loss ~~carryforwards~~before ~~that~~income ~~may~~taxes, bewhich ~~used~~was ~~before~~partially ~~expiration~~offset by a $1.1 million increase in our valuation allowance.

Net Income

Our ~~2023~~2024 net income decreased $~~107~~177.92 million to a net loss of $35212.78 million. The decrease ~~was~~is ~~primarily~~ due to the ~~decreased~~increase ~~gross~~in ~~margins~~the indeferred ~~our~~tax ~~potash~~assets ~~and~~valuation ~~Trio®~~allowance, ~~segments~~partially ~~and~~offset ~~the~~by decreased impairment expense recorded in 2024 compared to 2023.

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Potash Segment Results

Year Ended December 31,

(in thousands)

~~2023~~2024

~~2022~~2023

Sales1

~~155~~124,~~920~~833

~~191~~155,~~378~~920

Less: Freight costs

1413,~~753~~176

14,~~780~~753

Warehousing and handling costs

56,~~957~~306

5,~~305~~957

Cost of goods sold

9783,~~452~~974

7697,~~524~~452

Lower of cost or NRV inventory adjustments

2,709

—

Lower of cost or net realized value inventory adjustments

3,957

2,709

Gross Margin

3517,~~049~~420

9435,~~769~~049

Depreciation, Depletion, and Amortization Incurred2

2827,~~378~~955

2628,~~572~~378

Potash Sales Volumes (tons in thousands)

~~258~~240

~~222~~258

Potash Production Volumes (tons in thousands)

~~224~~295

~~270~~224

Average Potash Net Realized Sales Price per Ton3

~~466~~377

~~713~~466

1Potash segment sales include byproduct sales which were $24.76 million and $2224.87 million for the years ended December 31, ~~2023~~2024, and ~~2022~~2023, respectively.

2Depreciation, 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 measure. More information about this non-GAAP measure is below under the heading "Non-GAAP Financial Measure."

Potash Segment Results for the Years Ended December 31, ~~2023~~2024, and ~~2022~~2023

Our total potash segment sales in ~~2023~~2024 decreased $3531.51 million, or 1920%, compared to ~~2022~~2023, as potash sales recorded in the potash segment decreased 2224%, ~~partially~~while ~~offset by an 8% increase in~~ potash segment byproduct sales were essentially unchanged.

Potash sales recorded in the potash segment decreased $3731.40 million, or 2224%, in ~~2023~~2024 compared to ~~2022~~2023, as our potash average net realized sales price per ton decreased 3519%, ~~partially~~combined ~~offset~~with by a 167% ~~increase~~decrease in potash tons sold. Potash prices ~~peaked~~declined during 2024 as available global inventory increased compared to 2023. We sold fewer tons of potash in 2024 compared to 2023, as we began 2024 with less inventory of potash to sell due to lower potash production from our HB and Wendover facilities during the second ~~quarter~~half of ~~2022~~2023. Potash production improved at our HB and ~~steadily~~Wendover ~~declined~~facilities in ~~each~~2024 ~~succeeding~~compared ~~quarter~~to as2023, ~~global~~but 2024 production ~~rates~~from ~~and~~our Wendover facility remained below its historical production level.

61Potash segment byproduct sales decreased $0.1 million, in 2024 compared to 2023, due to a $2.8 million decrease in byproduct magnesium chloride sales, partially offset by a $2.6 million increase in byproduct brine sales. Our byproduct magnesium chloride sales decreased in 2024 compared to 2023, due to mild winter weather which decreased demand for our deicing product in the first and fourth quarters of 2024, and we saw less demand from the dedust market impacting sales in the second and third quarters of 2024. Our byproduct brine sales increased due to continuing strong oil and gas activities near our facilities in New Mexico during 2024.

Potash cost of goods sold decreased $13.5 million, or 14%, in 2024, compared to 2023, due to a 7% decrease in potash tons sold and a decrease in our per ton production costs. Our per ton production costs decreased in 2024 compared to 2023, as we produced 32% more tons of potash during 2024 compared to 2023. A significant portion of our production costs are fixed and an increase in tons produced results in lower per ton production costs.

Potash segment freight expenses decreased 11% in 2024 compared to 2023, as we sold 7% fewer tons of potash. Our freight expense is impacted by the rates charged by carriers, geographic distribution of our products and by the proportion of customers arranging for and paying their own freight costs.

We produced 32% more tons of potash during 2024 compared to 2023, as production increased at all of our facilities, with the largest increase at our HB facility. The new extraction well placed in-service in June 2024 allowed us to extract high-grade brine from the Eddy Cavern of the HB mine, improving our overall brine grade into our pond system.

During 2024, we recorded $4.0 million in lower of cost or net realizable value inventory adjustments for certain potash products as our weighted average carry cost per ton exceeded our expected net realizable value per potash ton. While our

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~~product~~weighted ~~availability~~average ~~improved.~~carrying ~~Our~~cost ~~potash~~per ~~tons~~ton ~~sold~~decreased ~~increased~~ in ~~2023~~2024, asaverage ~~supporting~~potash ~~farm~~prices ~~commodity~~also ~~prices~~declined ~~and~~in 2024. We recorded $2.7 million in lower ~~potash~~of ~~prices~~cost ~~continued~~or tonet ~~drive~~realizable ~~solid~~value ~~demand~~inventory adjustments for certain potash products during 2023.

~~Potash~~Our potash segment ~~byproduct~~gross ~~sales~~margin ~~increased~~decreased $117.96 million, orin 8%2024, ~~in 2023~~ compared to ~~2022~~2023, due to athe $131.71 million ~~increase in byproduct magnesium chloride sales, a $0.9 million increase in byproduct brine sales, a $0.7 million increase in potash byproduct salt sales, partially offset by a~~ decrease ~~of $1.3 million~~ in potash ~~byproduct~~segment ~~water~~ sales. Our byproduct magnesium chloride sales increased as we realized higher prices during 2023, compared to 2022. Our byproduct brine sales increased due to continuing strong oil and gas activities near our facilities in New Mexico during 2023. Our byproduct salt sales increased due to strong demand from feed and industrial salt customers and higher realized pricing during 2023. Our potash byproduct water sales decreased as we had less byproduct water to sell because we used more water at our HB facility to improve injection rates as we work to complete the second phase of our new HB injection pipeline.

Potash cost of goods sold increased $20.9 million, or 27%, in 2023, compared to 2022, mainly due to a 16% increase in potash tons sold. In addition, our weighted average carrying cost per ton increased mainly due to a 15%, or $3.8 million increase in production labor, contract labor, and benefits expenses in 2023. Our total tons of potash produced decreased 17% in 2023, compared to 2022, which also increased our per ton production costs. Because most of our production costs are fixed, decreases in tons produced result in higher per ton costs.

Potash segment freight expenses were virtually unchanged in 2023, compared to 2022, even though we sold 16% more tons of potash. Increases in potash freight expense from selling more tons of potash in 2023 were offset by a decrease in freight expense associated with our potash byproduct salt sales. Our freight expense is impacted by the rates charged by carriers, geographic distribution of our products and by the proportion of customers arranging for and paying their own freight costs.

We produced 17% fewer tons of potash during 2023 compared to 2022, due to reduced brine grades at our HB and Wendover facilities.

During 2023, we recorded $2.7 million in lower of cost or net realizable value inventory adjustments as our weighted average carry cost per ton exceeded our expected net realizable value per potash ton. As discussed above, our potash average net realized sales price per ton decreased during 2023 while our weighted average carrying cost per ton increased in 2023. We did not record any lower of cost or net realizable value inventory adjustments during 2022.

Our potash segment gross margin decreased $59.7 million in 2023, compared to 2022, due to the $35.5 million decrease in potash segment sales, increased cost of goods sold expense, and recording lower of cost or net realizable value inventory adjustments, as discussed above.

Our long-lived assets at our West facility have been in care and maintenance since July 2016. Given the length of time since the assets were placed in care and maintenance, we engaged a third-party valuation firm to determine if the fair value of the West assets supports the carrying value of those assets. The fair value of the West assets was determined using the expected proceeds received in an orderly sale of the individual assets. The carrying value of the West assets exceeded the fair value of those assets, and we recorded an impairment charge of $9.9 million during the fourth quarter of 2023.

Potash Segment - Additional Information

The table below shows our potash sales mix for ~~2023,~~2024 and ~~2022~~2023.

	Year Ended December 31,
	2023		2022
	2024		2023
Agricultural	74	%	6974	%
Industrial	3	%	83	%
Feed	23	%	23	%

Trio® Segment Results


	Year Ended December 31,
(in thousands)	2024		2023
Sales1	$	105,428	$	102,182
Less: Freight costs	25,841		23,211
Warehousing and handling costs	5,169		4,875
Cost of goods sold	69,980		74,308
Lower of cost or net realized value inventory adjustments	—		3,783

Gross Margin (Deficit)	$	4,438	$	(3,995)
Depreciation, Depletion, and Amortization incurred2	$	3,500	$	6,288
Sales Volumes (tons in thousands)	254		228
Production Volumes (tons in thousands)	251		216
Average Net Realized Sales Price per Ton3	$	311	$	321

~~Table~~1Trio® ofsegment ~~Contents~~sales include byproduct sales which were $0.7 million and $5.8 million for the years ended December 31, 2024, and 2023, respectively.

	Year Ended December 31,
(in thousands)	2023		2022
Sales1	$	102,182	$	117,826
Less: Freight costs	23,211		19,661
Warehousing and handling costs	4,875		4,442
Cost of goods sold	74,308		54,600
Lower of cost or NRV inventory adjustments	3,783		—
Gross (Deficit) Margin	$	(3,995)	$	39,123
Depreciation, Depletion, and Amortization incurred2	$	6,288	$	4,370
Sales Volumes (tons in thousands)	228		197
Production Volumes (tons in thousands)	216		226
Average Net Realized Sales Price per Ton3	$	321	$	479

1Trio® segment sales include byproduct sales which were $5.8 million and $3.9 million for the years ended December 31, 2023, and 2022, respectively.

2Depreciation, 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 measure. More information about this non-GAAP measure is below under the heading "Non-GAAP Financial Measure."

Trio® Segment Results for the Years Ended December 31, ~~2023~~2024, and ~~2022~~2023

Our total Trio® segment sales ~~decreased~~increased $153.62 million, or 133%, in ~~2023,~~2024 as compared to ~~2022~~2023, as Trio® sales ~~decreased~~ increased $178.64 million, or 159%, partially offset by a $25.02 million ~~increase~~decrease, or 5189%, in Trio® segment byproduct sales.

Our ~~2023~~ Trio® sales ~~decreased~~increased $178.64 million, or 159%, in ~~2023,~~2024 as compared to ~~2022~~2023, as ~~our~~we ~~average~~sold ~~net~~11% ~~realized~~more ~~sales~~tons ~~price per ton decreased 33%,~~ partially offset by a 163% ~~increase~~decrease in ~~Trio®~~our ~~tons~~average ~~sold.~~net ~~Similar~~realized tosales ~~potash,~~price ~~Trio®~~per ~~prices~~ton. ~~peaked~~Sales ~~during~~volumes ~~the~~increased ~~second quarter of 2022, and steadily declined~~ in ~~each~~2024 ~~succeeding~~compared ~~quarter~~to 2023, as ~~global~~we ~~production~~sold ~~rates~~more ~~and~~Trio® ~~product~~tons ~~availability~~into ofrow ~~potassium~~crop ~~fertilizers~~markets, ~~improved.~~particularly ~~Our~~driven ~~increase~~by ~~in tons sold in 2023 benefited from~~ the ~~reduced~~sulfate ~~sales~~value ~~volumes~~of weTrio®. ~~experienced~~Similar into ~~the~~potash ~~second~~prices ~~half~~discussed ~~of 2022~~above, asTrio® ~~customers~~average ~~delayed~~net ~~purchases~~realized insales ~~anticipation of lower~~ price ~~levels~~per ~~combined~~ton ~~with~~decreased ~~overall~~in ~~strong~~2024 ~~commodity~~as ~~prices~~potassium ~~throughout~~fertilizer ~~2023.~~supplies ~~Our~~improved ~~Trio® byproduct sales increased $2.0 million~~ in ~~2023~~2024 ~~due~~compared to ~~an increase in byproduct water sales~~2023.

Our Trio® ~~freight~~segment ~~costs~~byproduct ~~increased~~sales ~~18%~~decreased $5.2 million in ~~2023,~~2024 compared to ~~2022~~2023, ~~mainly~~due ~~related~~ to a ~~16%~~decrease ~~increase~~ in Trio® ~~tons~~segment ~~sold~~byproduct water sales. ~~Our~~We ~~freight~~sold ~~expense~~less isTrio® ~~impacted~~segment bybyproduct ~~the~~water ~~geographic~~in ~~distribution~~2024 ofcompared ~~our~~to ~~Trio®~~2023, ~~sales~~as ~~and~~we byincreased the ~~proportion~~volume of ~~customers~~water ~~arranging~~used for ~~and~~injection ~~paying~~at ~~their own freight costs. Generally,~~ our ~~Trio®~~HB ~~freight~~plant ~~expense~~and ~~is higher than our potash freight expense because~~ we ~~sell~~sold ~~potash~~fewer tobarrels ~~regional~~of ~~customers~~water ~~located~~from ~~closer to~~ our ~~production~~Caprock ~~facilities.~~water rights.

Our Trio® segment cost of goods sold increased 36% in 2023, compared to 2022, driven by a 16% increase in Trio® tons sold combined with an increase in our per-ton production costs. We also began 2023 with a higher average cost per ton of inventory compared to 2022. Our Trio® production costs increased in 2023, compared to the prior year, due to a 6%, or $1.8 million, increase in labor and benefits, a 12%, or $1.8 million, increase in operating and maintenance supplies, a 49%, or $1.8 million increase in depreciation due to increased capital investments, and a 61~~%, or $1.0 million increase in property taxes and insurance, partially offset by a 22%, or $1.0 million decrease in royalty expense due to decreased sales revenue.~~

We recorded $3.8 million in lower of cost or net realizable value inventory adjustments in 2023, due to increased carrying costs of our Trio® inventory and lower realized prices compared to 2022.

Our Trio® segment gross margin decreased $43.1 million in 2023, compared 2022, due to the factors discussed above.

In the fourth quarter of 2023, given the decrease in our gross margin for our Trio® segment we determined that sufficient indicators of potential impairment of our Trio® segment long-lived assets existed. We performed a recoverability test and determined that the carrying value of our Trio® segment long-lived assets was not recoverable. We engaged a third-party valuation firm to determine the fair value of our Trio® segment assets. The fair value of our Trio® segment assets was primarily determined using the expected proceeds received in an orderly sale of the individual assets. The carrying value of our Trio® segment asset group exceeded its fair value of those assets, and we recorded an impairment charge of $31.9 million.

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Trio® freight costs increased 11% in 2024 compared to 2023, related to an 11% increase in Trio® tons sold. Our freight expense is impacted by the geographic distribution of our Trio® sales and by the proportion of customers arranging for and paying their own freight costs. Generally, our Trio® freight expense is higher than our potash freight expense because we sell potash to regional customers located closer to our production facilities.

Our Trio® segment cost of goods sold decreased 6% in 2024 compared to 2023. We sold 11% more tons of Trio® in 2024 compared to 2023, but our weighted average carrying cost per ton of Trio® decreased as we incurred less production labor, natural gas, and depreciation expenses in 2024 compared to 2023. Trio® segment labor costs decreased as we operated fewer shifts in 2024 compared to 2023. Trio® segment depreciation expense decreased in 2024 compared to 2023 due to the impairment that was recorded in December 2023 for our Trio® segment assets. Trio® segment natural gas expenses decreased in 2024 compared to 2023, as natural gas prices spiked in early 2023 due to supply constraints in the western U.S. In addition, we produced 16% more tons of Trio® in 2024 compared to 2023. Because a significant portion of our production costs are fixed, an increase in tons produced reduces our production costs per ton.

In 2024, we did not record any lower of cost or net realizable value inventory adjustments. In 2023, we recorded $3.8 million in lower of cost or net realizable value inventory adjustments.

Our Trio® segment gross margin increased by $8.4 million in 2024 compared to 2023, due to the factors discussed above.

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

Trio® Segment - Additional Information

The table below shows the percentage of total Trio® sales that were sold internationally in the past three years.

	United States		Export
For the year ended December 31, 2024	85	%	15	%
For the year ended December 31, 2023	86	%	14	%
For the year ended December 31, 2022	82	%	18	%
For the year ended December 31, 2021	92	%	8	%

Oilfield Solutions Segment Results

Year Ended December 31,

(in thousands)

~~2023~~2024

~~2022~~2023

Sales

2124,~~310~~685

2821,~~668~~310

Less: Cost of goods sold

1517,~~518~~461

2115,~~152~~518

Gross Margin

57,~~792~~224

75,~~516~~792

Depreciation, Depletion, and Amortization incurred

34,~~849~~431

3,~~298~~849

Oilfield Solutions Segment Results for the Years Ended December 31, ~~2023~~2024, and ~~2022~~2023

Our oilfield solutions segment sales ~~decreased~~increased 2616% in ~~2023,~~2024 compared to ~~2022.~~2023, ~~Water~~driven ~~sales~~by ~~decreased~~an increase of $74.90 million in ~~2023~~water tosales, and an increase of $90.61 million, ~~and~~in ~~revenue~~brine ~~from~~water ~~right-of-way agreements~~sales, ~~surface~~partially ~~damages~~offset ~~and~~by ~~easements~~a ~~decreased~~ $0.7 million decrease in sales of other products and services. ~~Brine~~Our oilfield solutions segment water sales increased $1due to the completion of a large frac on Intrepid South during the third quarter of 2024.4 ~~million,~~Demand ~~and~~for ~~produced~~brine water ~~disposal~~sales ~~royalties~~remained ~~increased~~strong $0in 2024 due to continued oil and gas activity in the Permian Basin near Intrepid South.1 ~~million~~Our ~~during~~other products and services sales decreased in 2024 compared to 2023, ~~compared~~due to ~~2022~~a decrease in surface use and easement sales. Surface use and easement sales fluctuate based on the timing of recognizing sales from the various performance obligations contained in the underlying agreements.

Water sales decreased as we purchased $5.0 million less in third-party water for resale in 2023, compared to 2022 and we used more water at our HB facility to improve injection rates while we complete the second phase of our new HB injection pipeline. Brine sales increased $1.4 million as we sold increased volumes of brine at a higher per-barrel price in 2023, compared to 2022. Oilfield solutions sales are highly correlated to oil and gas activities near our facilities in New Mexico and oil prices continued to support oil and gas exploration activities in the Permian Basin near our Intrepid South property in southeast New Mexico during 2023.62

~~Cost~~Table of goods sold decreased 27% in 2023, compared to 2022, primarily due to a $5.0 million decrease in third-party water purchased for resale. We incurred $0.6 million in increased labor and benefits expenses and a $0.6 million increase in depreciation related to new infrastructure placed in service in 2023, compared to 2022. These increased costs were partially offset by a $0.5 million decrease in royalty expense in 2023, compared to 2022, due to reduced water sales.Contents

~~Gross~~Cost ~~margin~~of ~~decreased~~goods ~~$1.7~~sold ~~million,~~increased ~~or 23~~13%, in ~~2023~~2024 compared to ~~2022~~2023, ~~due~~as we purchased more third-party water for resale to meet the ~~factors~~demand ~~described~~for ~~above.~~the large frac completed on Intrepid South.

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

Specific Factors Affecting Our Results

Sales

Our gross sales are derived from the sales of potash, Trio®, water, salt, magnesium chloride, brine water and various other products and services ~~offered to oil and gas producers~~. Total sales are determined by the quantities of product 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. Freight costs are incurred 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 product 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.

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Our water sales and other products and services offered through our oilfield solutions segment are driven by demand from oil and gas exploration companies drilling in the Permian Basin. As such, demand for our water and other products and services is generally stronger during a cyclical expansion of oil and gas drilling. Likewise, a cyclical contraction of oil and gas drilling may decrease demand for our water.

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. Some elements of our cost structure associated with contract labor, consumable operating supplies, reagents, and royalties are variable, but such elements make up a smaller component of our cost base. 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. 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. Our average royalty rate was 4.9%, 4.89%, and 4.78% in ~~2023~~2024, ~~2022~~2023, and ~~2021~~2022, respectively. In addition to royalties, we are also subject to resource and severance taxes in the state of New Mexico.

We incur costs to transfer water from our water source to our customers' facilities. Our operating costs depend on the distance and amount of water we must transfer. ~~For water sold from certain of our water sources, we pay the State of New Mexico $0.11 per barrel of water sold.~~ Additionally, water rights in New Mexico are subject to a stated point of diversion, purpose and place of use, and many of our water rights were originally issued for uses relating to our mining operations, or in the case of the water rights at Intrepid South, for agricultural uses. To sell water commercially under these rights, we must apply for a permit from the OSE to change point of diversion, purpose and/or place of use of the underlying water rights. Third parties often protest our applications and the decisions made by the OSE concerning the changes to our water rights permits. As we have worked to sell more water commercially, we have incurred significant legal expenses associated with defending our water rights as they proceed through adjudication and obtaining water permits and approvals.

~~Income Taxes~~63

The amount of valuation allowance increased in 2023 as compared to 2022, due to a change in the forecast of the amount of state net operating losses that may be used before expiration. Our effective tax rate for the years ended December 31, 2023, 2022, and 2021 was 19.0%, 25.2%, and (509.9)%, respectively. Our effective income tax rates are impacted primarily by changes in the underlying tax rates in jurisdictions in which we are subject to income tax, the need for a valuation allowance or release, and permanent differences between book and tax income for the period, including the benefit associated with the estimated effect of the percentage depletion deduction and the expense for the estimated effect of the disallowed deduction for officers' compensation.

The effective tax rate for the year ended December 31, 2023, differs from the U.S. federal statutory rate primarily due to the change in the valuation allowance. The effective tax rate for the years ended December 31, 2022, and 2021, differs from the U.S. federal statutory rate due to state income taxes, and the change in valuation allowance, respectively.

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~~During~~water ~~the~~rights ~~year~~permits. ~~ended~~As ~~December 31, 2023,~~ we ~~recognized~~have ~~$8.5~~worked ~~million~~to ofsell ~~deferred~~more ~~federal~~water ~~tax benefit~~commercially, ~~$0.1 million of deferred state tax expense, and $0.1 million of current state income tax expense. During the year ended December 31, 2022,~~ we ~~recognized~~have ~~$19.4~~incurred ~~million~~significant oflegal ~~deferred~~expenses ~~federal~~associated ~~tax~~with ~~expense,~~defending ~~$3.9~~our ~~million~~water ofrights ~~deferred~~as ~~state~~they ~~tax~~proceed ~~expense~~through adjudication and ~~$1.0~~obtaining ~~million~~water ofpermits ~~current state income tax expense. For the year ended December 31, 2021, we recognized $157.3 million deferred federal tax benefit, $51.7 million of deferred state tax benefit~~ and $0approvals.2 ~~million of current state income tax expense.~~

Income Taxes

We are a subchapter C corporation and are therefore, subject to U.S. federal and state income taxes on our taxable income. We recognize deferred tax assets and liabilities for the tax effect of temporary differences between the financial statement and tax basis of recorded assets and liabilities at enacted tax rates in effect when the related taxes are expected to be settled or realized. We also reduce deferred tax assets by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. As of December 31, 2024, we were in a cumulative three-year income position as a result of income generated during the year ended December 31, 2022. Since the 2022 income year will cease to be part of the cumulative three-year test in the next twelve months, we forecast that by the end of 2025, we will be in a three-year cumulative loss position which is significant negative evidence that is difficult to overcome when evaluating the realizability of our deferred tax assets. As a result, we have concluded a valuation allowance against our deferred tax assets of $202.2 million was required as of December 31, 2024. Our valuation allowance against our deferred tax assets was $3.2 million as of December 31, 2023.

Our effective tax rate for the years ended December 31, 2024, 2023, and 2022 was (1,049.8)%, 19.0%, and 25.2%, respectively. Our effective income tax rates are impacted primarily by changes in the underlying tax rates in jurisdictions in which we are subject to income tax, the need for a valuation allowance or release, and permanent differences between book and tax income for the period, including the benefit associated with the estimated effect of the percentage depletion deduction and the expense for the estimated effect of the disallowed deduction for officers' compensation.

The effective tax rate for the year ended December 31, 2024, differs from the U.S. federal statutory rate primarily due to the change in the valuation allowance. The effective tax rate for the year ended December 31, 2023, differs from the U.S. federal statutory rate primarily due to the change in the valuation allowance.

During the year ended December 31, 2024, we recognized $146.5 million of deferred federal tax expense, $47.8 million of deferred state tax expense, and $0.1 million of current state income tax expense. During the year ended December 31, 2023, we recognized $8.5 million of deferred federal tax benefit, $0.1 million of deferred state tax expense and $0.1 million of current state income tax expense. For the year ended December 31, 2022, we recognized $19.4 million of deferred federal tax expense, $3.9 million of deferred state tax expense and $1.0 million of current state income tax expense.

The estimated statutory income tax rates that are applied to our current and deferred income tax calculations are impacted most significantly by the states in which we conduct business. Changing business conditions for normal business transactions and operations as well as changes to state tax rate 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 the balance sheet and impact the corresponding deferred tax benefit or deferred tax expense on the income statement.

A valuation allowance is recognized for deferred tax assets if it is more likely than not that a portion or all of the net deferred tax assets will not be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. As of December 31, 2023, we were in a cumulative three-year income position. The cumulative three-year income position is significant positive evidence when evaluating the realizability of our deferred tax assets. Additionally, industry trends and forecasts as well as internal forecasts of future business show sustained amounts of taxable income. Thus, we have concluded it is more likely than not that most of our $197.4 million of deferred tax assets will be realized.

Liquidity and Capital Resources

Our operations have primarily been funded from cash on hand, cash generated by operations, and proceeds from ~~debt~~financing ~~and~~activities, ~~equity~~primarily debt offerings. During ~~2023~~2024, we generated $4372.25 million in cash flows from operating activities, which included a $45 million cash payment received in January 2024 under the Third Amendment to the Cooperative Development Agreement with XTO, and we ended the year with $441.13 million of cash and cash equivalents, compared with $184.51 million at December 31, ~~2022~~2023.

As of December 31, ~~2023~~2024, we had $~~146~~150.0 million available to borrow under our credit facility, ~~$4.0~~no ~~million in~~ outstanding borrowings, and no outstanding letters of credit. With the remaining availability under our credit facility and expected cash generated from operations, we believe we have sufficient liquidity to meet our obligations for the next twelve months.

We continue to monitor our future sources and uses of cash and anticipate that we will adjust our capital allocation strategies, as determined by our Board of Directors. We may, at any time we deem conditions favorable, attempt to improve our liquidity position by accessing debt or equity markets in accordance with our existing revolving credit agreement. We may also raise capital in the future through the issuance of additional equity or debt securities, subject to prevailing market conditions. However, there is no assurance that we will be able to successfully raise additional capital on acceptable terms or at all.64

The following summarizes our cash flow activity for the years ended December 31, 2023, and 2022:

	Year ended December 31,
	2023		2022
	(In thousands)
Cash flows provided by operating activities	$	43,229	$	88,821
Cash flows used in investing activities	$	(59,554)	$	(79,179)
Cash flows provided by (used in) financing activities	$	1,892	$	(27,704)

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The following summarizes our cash flow activity for the years ended December 31, 2024, and 2023:


	Year ended December 31,
	2024		2023
	(In thousands)
Cash flows provided by operating activities	$	72,495	$	43,229
Cash flows used in investing activities	$	(29,531)	$	(59,554)
Cash flows (used in) provided by financing activities	$	(5,717)	$	1,892

Our revolving credit agreement contains restrictions on our ability to declare and pay dividends. The terms of our credit facility prohibit us from declaring and paying a dividend unless availability under the credit facility after giving effect to the dividend and during a specified period before the dividend is more than $15 million.

Operating Activities

Total cash provided by operating activities for the year ended December 31, ~~2023~~2024, was $4372.25 million, aan ~~decrease~~increase of $4529.63 million compared with the year ended December 31, ~~2022~~2023. The ~~decrease~~increase was mainly driven by ~~decreased~~a ~~potash~~$45 ~~and~~million ~~Trio®~~cash ~~net~~payment ~~realized~~received ~~sales~~in ~~prices.~~January ~~Prior~~2024 ~~year~~under ~~operating~~the ~~cash~~Third ~~flows~~Amendment ~~included~~to athe ~~$32.6~~Cooperative ~~million~~Development ~~refund~~Agreement ~~paid~~with inXTO, ~~September~~partially ~~2022~~offset ofby adecreased ~~customer's~~potash ~~prepayment~~and ~~for~~Trio® ~~future~~net ~~water~~realized ~~deliveries~~sales prices.

Investing Activities

Total cash used in investing activities decreased $1930.60 million in ~~2023~~2024, compared to ~~2022~~2023, primarily a result of ana $1126.64 million decrease in ~~purchases~~additions ofto ~~investments~~property, plant, equipment, and mineral properties compared to the prior year. InProceeds ~~2022~~from the sale of property, weplant, ~~invested~~and equipment increased $134.07 million ofprimarily ~~cash~~due into ~~investment~~proceeds ~~grade,~~received ~~short-term~~from ~~debt~~the ~~instruments.~~sale ~~Additions~~of towater ~~property,~~recycling ~~plant,~~ equipment,. ~~and~~Proceeds ~~mineral~~from ~~properties~~the ~~also~~redemption/maturity of investments decreased $3.50 million in ~~2023~~2024, compared to ~~the prior year~~2023. ~~Proceeds~~In ~~from~~2023, ~~the~~we ~~redemption/maturity~~invested ~~of investments increased~~ $31.54 million of cash in ~~2023~~investment grade, ~~compared~~short-term todebt ~~2022~~instruments.

Financing Activities

Total cash ~~flows~~used ~~provided~~in by financing activities increased $297.6 million in ~~2023~~2024, as compared to ~~2022. During 2022, we paid $22.0 million under a share repurchase program. We did not repurchase any shares in~~ 2023. ~~Proceeds~~Payments ~~from~~on borrowings on the credit facility (net of ~~repayments~~borrowings) increased $48.0 million ~~and~~compared ~~employee~~to ~~tax~~the ~~withholding~~prior ~~paid~~year. ~~for~~Payments ~~restricted~~on ~~shares~~financing ~~upon~~lease ~~vesting~~obligations ~~decreased~~increased $30.3 million in ~~2023,~~2024 compared to the prior year. WeEmployee ~~did~~tax ~~not~~withholding ~~have~~paid ~~any~~for ~~outstanding~~restricted ~~borrowings~~shares ~~under~~upon ~~our~~vesting ~~credit~~decreased ~~facility~~$0.7 million in ~~2022~~2024 compared to the prior year.

Share Repurchase Program

In February 2022, our Board of Directors approved a $35 million share repurchase program. 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 is at our sole discretion and is dependent on market conditions, liquidity, applicable securities laws, and other factors. We may suspend or discontinue the share repurchase program at any time. We made no repurchases of shares for the twelve months ended December 31, 2024, and 2023. For the twelve months ended December 31, 2022, we repurchased 608,657 shares with a total cost of $22.0 million, or a weighted average price per share of $36.17. As of December 31, ~~2023~~2024, we have approximately $13.0 million of remaining availability under the share repurchase program.

Credit Facility

In August 2022, we and certain of our subsidiaries entered into the Second Amended and Restated Credit Agreement with a syndicate of lenders with the Bank of Montreal, as administrative agent, which provides for a revolving credit facility. The agreement amended our existing revolving credit facility to, among other things, increase the amount available under the facility from $75 million to $150 million, extend the maturity date to August 4, 2027, and transition from LIBOR (London Interbank Offered Rate) to SOFR (Secured Overnight Financing Rate) as a reference rate for borrowings under the credit agreement. Borrowings under the amended credit facility bear interest at SOFR plus an applicable margin of 1.50% to 2.25% per annum, based on our leverage ratio as calculated in accordance with the amended agreement governing the revolving credit facility. Borrowings under the revolving credit facility are secured by substantially all of our current and non-current assets, and the obligations under the credit facility are unconditionally guaranteed by several of our subsidiaries.

We occasionally borrow and repay amounts under the facility for near-term working capital needs or other purposes and may do so in the future. For the year ended December 31, 2023, we made $9.0 million in borrowings and $5.0 million in repayments under the facility. For the year ended December 31, 2022, we made no borrowings and made no repayments under the facility. As of December 31, 2023, we had $4.0 million in borrowings outstanding and no outstanding letters of credit under the facility. As of December 31, 2022, we had no borrowings outstanding and $1.0 million in an outstanding letter of credit under the facility. We had $146.0 million available under the facility as of December 31, 2023.65

We were in compliance with the applicable covenants under the facility as of December 31, 2023.

Capital Investments

During 2023, we paid cash of $65.1 million to acquire property, plant, equipment, and mineral properties.

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~~We expect to make capital investments in 2024 of $40 million to $50 million~~facility. WeBorrowings ~~anticipate~~under ~~spending approximately $20 million to $25 million on sustaining capital projects in 2024, with~~ the ~~remainder~~revolving ofcredit ~~our~~facility ~~estimated~~are ~~spending~~secured onby ~~opportunity~~substantially ~~projects,~~all ~~which include the completion~~ of ~~phase two of~~ our ~~new~~current HBand ~~injection~~non-current ~~pipeline project~~assets, ~~a new extraction well at our HB mine,~~ and athe ~~new~~obligations ~~primary~~under ~~pond~~the atcredit ~~our Wendover~~ facility. Weare ~~may~~unconditionally ~~adjust~~guaranteed ~~our~~by ~~investment~~several ~~plans as our expectations for 2024 change. We anticipate our 2024 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~~subsidiaries.

We occasionally borrow and repay amounts under the facility for near-term working capital needs or other purposes and may do so in the future. For the year ended December 31, 2024, we made no borrowings and $4.0 million in repayments under the facility. For the year ended December 31, 2023, we made $9.0 million in borrowings and made $5.0 million in repayments under the facility. As of December 31, 2024, we had no borrowings outstanding and no outstanding letters of credit under the facility. As of December 31, 2023, we had $4.0 million in borrowings outstanding and no outstanding letters of credit under the facility. We had $150.0 million available under the facility as of December 31, 2024.

We were in compliance with the applicable covenants under the facility as of December 31, 2024.

Capital Investments

During 2024, we paid cash of $38.7 million to acquire property, plant, equipment, and mineral properties.

We expect to make capital investments in 2025 of $36 million to $42 million with the majority of this spending being sustaining capital projects. We anticipate our 2025 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.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our financial statements. Actual results could differ from our estimates and assumptions, and these differences could result in material changes to our financial statements.

Our significant accounting policies are further described in Note 2 to our audited consolidated financial statements included in "Item 8. Financial Statements and Supplemental Data" of this Annual Report. We believe the following accounting policies include a higher degree of subjective and complex judgments in their application and are most critical to aid in fully understanding and evaluating our reported financial condition and results of operations.

Recoverability of Long-Lived Assets

We evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amount may not be recoverable. An impairment is potentially considered to exist if an asset group's total estimated net future cash flows on an undiscounted basis are less than the carrying amount of the related asset. An impairment loss is measured and recorded based on the excess of the carrying amount of long-lived assets over its estimated fair value.

In ~~2023~~2024, we recorded an impairment ~~charge~~charges for long-lived assets ~~and~~in ~~mineral properties at two of~~ our ~~facilities~~Trio® inand ~~New~~oilfield ~~Mexico~~solutions segments. The impairment charge equals the difference between the carrying value of the assets or asset group and the estimated fair value of the assets or asset group. We estimated the fair value of ~~mineral properties using a discounted cash flow technique and we used~~ the ~~estimated fair value of the other~~ assets using estimated proceeds received in an orderly sale of these assets. ~~Significant estimates used in the estimated fair values include inputs to arrive at estimated net cash flows, such as product selling prices, volumes of product sold, and production costs.~~ Estimated proceeds received in an orderly sale of an asset have a high degree of subjectivity and actual proceeds received in an orderly sale of assets may vary from the estimates used, which may result in further impairment charges.

Reserves and Resources

We prepare our reserves and resources estimates in accordance with SEC requirements. We have prepared these reserve and resources estimates and they have been reviewed and independently determined by mine consultants. We express tons of potash and langbeinite in resources and reserves in terms of expected finished tons of product to be realized, net of estimated losses. Market price fluctuations of potash or Trio®, as well as increased production costs or reduced recovery rates, could render resources and reserves containing relatively lower grades of mineralization uneconomic to exploit and might result in a reduction of resources and reserves. We updated our mineral reserves and resources as of December 31, ~~2023~~2024, for our HB facility and we updated our mineral reserves and resources as of December 31, 2023, for all our other facilities. We determined we do not have any mineral reserves at our East facility because the mineral deposit could not be economically extracted. All mineral deposits at our East facility are categorized as a mineral resource. A mineral reserve is defined as that part of a mineral deposit which can be economically and legally extracted. A mineral resource refers to a concentration or occurrence of material deposits of economic interest.

We deplete our mineral properties using the units-of-production method. Under this method, we determine a depletion rate for one ton of finished product by dividing the total mineral properties net balance by the number expected finished tons of product, which is obtained from the resources and reserve estimates. Depletion expense is calculated by multiplying the number of tons of product produced by the depletion rate per ton.

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Income Taxes

We are a subchapter C corporation and therefore are subject to U.S. federal and state income taxes. We recognize income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured 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. We record a valuation allowance if it is deemed more likely than not that our deferred income tax assets will not be realized in full; such determinations are subject to ongoing assessment.

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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 provides useful information to investors for analysis of our business. 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.

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 for potash and Trio® to the most directly comparable GAAP measure for the years ended December 31, ~~2023~~2024, and ~~2022~~2023 (in thousands, except per ton amounts):

Potash Segment

2023

2022

2024

2023

Total Segment Sales

~~155~~124,~~920~~833

~~191~~155,~~378~~920

Less: Segment byproduct sales

24,~~714~~634

2224,~~807~~714

Potash freight costs

109,~~911~~675

10,~~336~~911

Subtotal

~~120~~90,~~295~~524

~~158~~120,~~235~~295

Divided by:

Potash tons sold (in thousands)

~~258~~240

~~222~~258

Average net realized sales price per ton

~~466~~377

~~713~~466

	Trio® Segment
	2023		2022
Total Segment Sales	$	102,182	$	117,826
Less: Segment byproduct sales	5,838		3,864
Trio® freight costs	23,211		19,661
Subtotal	$	73,133	$	94,301
Divided by:
Trio® Tons sold (in thousands)	228		197
Average net realized sales price per ton	$	321	$	479

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	Trio® Segment
	2024		2023
Total Segment Sales	$	105,428	$	102,182
Less: Segment byproduct sales	655		5,838
Trio® freight costs	25,841		23,211
Subtotal	$	78,932	$	73,133

Divided by:
Trio® Tons sold (in thousands)	254		228
Average net realized sales price per ton	$	311	$	321

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our operations may be impacted by commodity prices, geographic concentration, changes in interest rates, and foreign currency exchange rates.

Commodity Prices

Potash, Trio®, and water are commodities but are not traded on any commodity exchange. As such, direct hedging of future prices cannot be undertaken. For potash and Trio®, we generally do not enter into long-term sales contracts for these products, so prices vary for each particular transaction depending on the market into which we are selling and the individual bids that we receive. For water sales, a portion of our sales are under a long-term agreement where the price per barrel of water is fixed. This agreement allows for the parties to periodically review and adjust the price per barrel of water to the prevailing market price.

Our sales and profitability are determined principally by the price of potash, Trio®, and water. Potash and Trio® sales and profitability are also influenced, to a lesser extent, by the price of natural gas and other commodities used in production. The price of potash and Trio® is influenced by agricultural demand, global and domestic supply, competing specialty fertilizers, and the prices of agricultural commodities. Decreases in agricultural demand, increases in supply, or decreases in agricultural commodity prices could reduce our agricultural potash and Trio® sales. The price of water is influenced by demand from the oil and gas operators in the Permian Basin. Natural gas and oil price declines may result in a reduction in drilling activity, which could reduce our sales of water.

Our costs and capital investments are subject to market movements in other commodities such as natural gas, electricity, steel, and chemicals.

Interest Rate Fluctuations

Balances outstanding under the amended $150 million credit facility bear interest at SOFR plus an applicable margin of 1.50% to 2.25% per annum, based on our leverage ratio as calculated in accordance with the amended agreement governing the revolving credit facility. Borrowings under the revolving credit facility are secured by substantially all of our current and non-current assets, and the obligations under the credit facility are unconditionally guaranteed by several of our subsidiaries. As of December 31, ~~2023~~2024, we had ~~$4.0~~no ~~million in~~ borrowings outstanding on this facility and no outstanding letters of credit under the facility.

Geographic Concentration

Our mines, facilities, and many of our customers are concentrated in the western half of U.S. and are, therefore, affected by weather and other conditions in this region.

Foreign Exchange Rate Fluctuations

We typically do not have balances of accounts receivable denominated in currencies other than U.S. dollars and, as a result, we do not have a direct foreign exchange risk. We do, however, have an indirect foreign exchange risk due to the industry in which we operate.

Specifically, the U.S. imports the majority of its potash, including from Canada, Russia, and other countries. If the local currencies for foreign suppliers strengthen in comparison to the U.S. dollar, foreign suppliers realize a smaller margin in their local currencies unless they increase their nominal U.S. dollar prices. Strengthening of these local currencies therefore tends to support higher U.S. potash prices as the foreign suppliers attempt to maintain their margins. However, if local ~~currencies weaken in comparison to the U.S. dollar, foreign suppliers may choose to lower prices proportionally to increase sales volume while again maintaining a margin in their local currency.~~

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currencies weaken in comparison to the U.S. dollar, foreign suppliers may choose to lower prices proportionally to increase sales volume while again maintaining a margin in their local currency.

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ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors

Intrepid Potash, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Intrepid Potash, Inc. and subsidiaries (the Company) as of December 31, ~~2023~~2024 and ~~2022~~2023, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, ~~2023~~2024, and the related notes and financial statement schedule II (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, ~~2023~~2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, ~~2023~~2024, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2023~~2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit ~~matters~~matter communicated below ~~are~~is ~~matters~~a matter arising from the current period audit of the consolidated financial statements that ~~were~~was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit ~~matters~~matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matters~~matter below, providing a separate ~~opinions~~opinion on the critical audit ~~matters~~matter or on the accounts or disclosures to which ~~they~~it ~~relate~~relates.

Realizability of deferred tax assets

As discussed in Notes 2 and 1314 to the consolidated financial statements, the Company records a valuation allowance if it is deemed more likely than not deferred tax assets will not be realized in full. The ultimate realization of deferred tax assets is dependent upon the generation of certain types of future taxable income during the periods in which those temporary differences become deductible. In making this assessment, the Company considers the scheduled reversal of deferred tax liabilities, their ability to carry back the deferred tax assets, projected future taxable income, and tax planning strategies. The Company analyzes its valuation allowance using historical and projected future operating results. As of December 31, ~~2023~~2024, the Company ~~had~~recorded ~~gross~~a ~~deferred~~full ~~tax~~valuation ~~assets~~allowance of $~~197~~202.42 million ~~and~~against atheir ~~related~~deferred ~~valuation~~tax ~~allowance of $3~~assets.~~2 million.~~

We identified the evaluation of the realizability of the Company’s deferred tax assets as a critical audit matter. This evaluation required especially challenging auditor judgment to assess the Company’s estimated future taxable income over the period in which the deferred tax assets will generally reverse. Specifically, the Company’s assumptions of projected future taxable income were based primarily on prices for products subject to market volatility and forecasted sales volumes. Changes in these assumptions could have a significant impact on the realization of the Company’s deferred tax assets and the amount of the valuation allowance.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s income tax process. This included controls related to the development of assumptions in determining the projected future taxable income, including the development of prices for products and forecasted sales volumes. We assessed the data used in the pricing assumptions used by the Company by comparing them to publicly available pricing data and existing contractual arrangements. We compared the forecasted sales volumes to historical sales volumes, and we compared the Company’s historical forecasted sales volumes to actual sales volumes to assess the Company’s ability to accurately forecast.

Impairment of long-lived assets

As discussed in Note 2 to the consolidated financial statements, the Company evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amount may not be recoverable. As discussed in Note 6, during the fourth quarter of 2023, the gross margin of the Trio® segment decreased and the Company determined that sufficient indicators of potential impairment of the Trio® segment long-lived assets existed. The Company engaged a third-party valuation firm to determine the fair value of the Trio® segment assets. The carrying value of the Trio® segment asset group exceeded its fair value, and the Company recognized impairment charges of $31.9 million. Additionally, given the length of time since the West facility had been placed in care and maintenance, the Company engaged a third-party valuation firm to determine the fair value of the West assets. The carrying value of the West asset group exceeded its fair value, and the Company recognized impairment charges of $9.9 million. The fair value of the Trio® segment assets and the West assets were determined primarily using the expected proceeds received in an orderly sale of individual assets.

We identified the evaluation of the fair value of certain assets included in the impairment of the Trio® segment and West assets as a critical audit matter. Challenging and subjective auditor judgment was required in assessing the liquidation factors used to develop the orderly liquidation values as there is not a liquid secondary market for certain specialized assets. The evaluation of the liquidation factors required specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s long-lived asset impairment process. This included a control related to the Company’s determination of the liquidation factors used to develop the orderly

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liquidation values for certain assets. We involved valuation professionals with specialized skills and knowledge, who assisted in:

•evaluating whether the valuation techniques used by the Company to develop the fair value for certain assets were reasonable and consistent with common valuation practice given the nature of the assets

•assessing the Company’s orderly liquidation values by developing independent estimates of the orderly liquidation values using third-party data and independently developed liquidation factors and comparing the amounts to the Company’s estimates.

/s/ KPMG LLP

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

Denver, Colorado

March 74, ~~2024~~2025

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INTREPID POTASH, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

	December 31,
	2023		2022
	2024		2023
ASSETS
Cash and cash equivalents	$	441,~~071~~309	$	184,~~514~~071
Short-term investments	~~2,970~~989		52,~~959~~970
Accounts receivable:
Trade, net	22,~~077~~465		2622,~~737~~077
Other receivables, net	~~1,374~~763		~~790~~1,470
Inventory, net	~~114~~112,~~252~~968		114,~~816~~252
Other current assets	75,~~200~~269		47,~~863~~200
Total current assets	~~151~~183,~~944~~763		~~171~~152,~~679~~040
Property, plant, equipment, and mineral properties, net	~~358~~344,~~249~~338		~~375~~358,~~630~~249
Water rights	19,184		19,184
Long-term parts inventory, net	3033,~~231~~775		2430,~~823~~231
Long-term investments	63,~~627~~571		96,~~841~~627
Other assets, net	89,~~016~~889		78,~~294~~016
Non-current deferred tax asset, net	~~194,223~~—		~~185~~194,~~752~~223
Total Assets	$	~~768~~594,~~474~~520	$	~~794~~768,~~203~~570
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	128,~~848~~616	$	1812,~~645~~848
Income taxes payable	40		8
Accrued liabilities	9,483		14,061
Accrued liabilities	19,061		16,212
Accrued employee compensation and benefits	9,842		7,254
Accrued employee compensation and benefits	7,254		6,975
Other current liabilities	10,062		12,401
Other current liabilities	7,265		7,036
Total current liabilities	38,003		46,564
Total current liabilities	46,468		48,876
Advances on credit facility	—		4,000
Advances on credit facility	4,000		—
Asset retirement obligation	32,354		30,077
Asset retirement obligation	30,077		26,564
Operating lease liabilities	780		741
Operating lease liabilities	741		2,206
Finance lease liabilities	1,838		1,451
Finance lease liabilities	1,451		—
Deferred other income, long-term	45,489		—
Other non-current liabilities	1,~~309~~664		1,~~479~~309
Total Liabilities	84120,~~046~~128		7984,~~125~~142
Commitments and Contingencies
Common stock, $0.001 par value; 40,000,000 shares authorized:
and 12,807,316 and 12,687,822 shares outstanding
and 12,908,078 and 12,807,316 shares outstanding
at December 31, 2023 and 2022, respectively	13		13
at December 31, 2024 and 2023, respectively	14		13
Additional paid-in capital	~~665~~668,~~637~~445		~~660~~665,~~614~~637
Retained earnings	40,790		76,463
(Accumulated deficit) retained earnings	(172,055)		40,790
Less treasury stock, at cost	(22,012)		(22,012)
Total Stockholders' Equity	~~684~~474,~~428~~392		~~715~~684,~~078~~428
Total Liabilities and Stockholders' Equity	$	~~768~~594,~~474~~520	$	~~794~~768,~~203~~570

See accompanying notes to these consolidated financial statements.

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INTREPID POTASH, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

	Year Ended December 31,
	2023		2022		2021
	2024		2023		2022
Sales	$	~~279~~254,~~083~~694	$	~~337~~279,~~568~~083	$	~~270~~337,~~332~~568
Less:
Freight costs	3738,~~635~~765		3437,~~137~~635		3734,~~892~~137
Warehousing and handling costs	1011,~~832~~475		910,~~747~~832		9,~~282~~747
Cost of goods sold	~~187~~171,~~278~~415		~~152~~187,~~276~~278		~~161~~152,~~421~~276
Lower of cost or net realizable value inventory adjustments	63,~~492~~957		—6,492		—
Costs associated with abnormal production	—		—		5,973
Gross Margin	29,082		36,846		141,408
Gross Margin	36,846		141,408		55,764
Selling and administrative	32,966		32,423		31,799
Selling and administrative	32,423		31,799		23,998
Accretion of asset retirement obligation	2,489		2,140		1,961
Accretion of asset retirement obligation	2,140		1,961		1,858
Impairment of long-lived assets	10,708		43,288		—
Impairment of long-lived assets	43,288		—		—
Loss on sale or disposal of assets	1,952		807		7,470
Loss (gain) on sale or disposal of assets	807		7,470		(2,542)
Other operating income	(5,215)		(1,329)		(1,465)
Other operating expense	26,~~157~~040		43,~~738~~486		~~178~~6,203
Operating (Loss) Income	(4319,~~969~~858)		95(43,~~440~~969)		3295,~~272~~440
Other Income (Expense)
Equity in earnings of unconsolidated entities	(486)		689		—
Equity in (loss) earnings of unconsolidated entities	(299)		(486)		689
Interest expense, net	—(112)		~~(101)~~—		(~~1,468~~101)
Interest income	~~298~~1,712		~~176~~298		—176
Other income	9545		~~305~~95		48305
Gain on extinguishment of debt	—		—		10,113
(Loss) Income Before Income Taxes	(18,512)		(44,062)		96,509
(Loss) Income Before Income Taxes	(44,062)		96,509		40,965
Income Tax (Expense) Benefit	(194,333)		8,389		(24,289)
Income Tax Benefit (Expense)	8,389		(24,289)		208,869
Net (Loss) Income	$	(212,845)	$	(35,673)	$	72,220
Net (Loss) Income	$	(35,673)	$	72,220	$	249,834
Weighted Average Shares Outstanding:
Basic	12,~~760~~880,~~937~~026		1312,~~151~~760,~~752~~937		13,~~098~~151,~~871~~752
Diluted	12,~~760~~880,~~937~~026		1312,~~452~~760,~~233~~937		13,~~391~~452,~~362~~233
(Loss) Income Per Share:
Basic	$	(216.8053)	$	5(2.4980)	$	195.0749
Diluted	$	(216.8053)	$	5(2.3780)	$	185.6637

See accompanying notes to these consolidated financial statements.

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INTREPID POTASH, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands, except share amounts)

	Common Stock			Treasury Stock		Additional Paid-in Capital		Retained Earnings (Accumulated) Deficit		Total Stockholders' Equity
	Shares	Amount
Balance, December 31, 2020	13,049,820	$	13	$	—	$	656,837	$	(245,591)	$	411,259
Balance, December 31, 2021	13,149,315	$	13	$	—	$	659,147	$	4,243	$	663,403
Net income	—	—		—		—		249,834		249,834
Stock-based compensation	—	—		—		3,012		—		3,012
Vesting of restricted shares, net of common stock used to fund employee income tax withholding due upon vesting	90,844	—		—		(791)		—		(791)
Exercise of stock options	8,651	—		—		89		—		89
Balance, December 31, 2021	13,149,315	13		—		659,147		4,243		663,403
Net income	—	—		—		—		72,220		72,220
Stock-based compensation	—	—		—		6,152		—		6,152
Purchase of treasury stock	(608,657)	—		(22,012)		—		—		(22,012)
Vesting of restricted shares, net of common stock used to fund employee income tax withholding due upon vesting	136,446	—		—		(4,795)		—		(4,795)
Exercise of stock options	10,718	—		—		110		—		110
Balance, December 31, 2022	12,687,822	13		(22,012)		660,614		76,463		715,078
Net loss	—	—		—		—		(35,673)		(35,673)
Stock-based compensation	—	—		—		6,534		—		6,534
Vesting of restricted shares, net of common stock used to fund employee income tax withholding due upon vesting	119,494	—		—		(1,511)		—		(1,511)
Balance, December 31, 2023	12,807,316	$13	13	$(22,012)	~~(22,012)~~	$665,637	~~665,637~~	$40,790	~~40,790~~	$684,428	~~684,428~~
Net loss	—	—		—		—		(212,845)		(212,845)
Stock-based compensation	—	—		—		3,583		—		3,583
Vesting of restricted shares, net of common stock used to fund employee income tax withholding due upon vesting	100,762	1		—		(775)		—		(774)
Balance, December 31, 2024	12,908,078	$	14	$	(22,012)	$	668,445	$	(172,055)	$	474,392

See accompanying notes to these consolidated financial statements.

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INTREPID POTASH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

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(In thousands)

	Year Ended December 31,
	2023		2022		2021
	2024		2023		2022
Cash Flows from Operating Activities:
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Net (loss) income	$	(35212,~~673~~845)	$	72(35,~~220~~673)	$	~~249~~72,~~834~~220
Depreciation, depletion, and amortization	3937,~~078~~361		3439,~~711~~078		3534,~~635~~711
Amortization of intangible assets	~~322~~328		322		322
Accretion of asset retirement obligation	2,~~140~~489		12,~~961~~140		1,~~858~~961
Amortization of deferred financing costs	301		~~265~~301		~~314~~265
Stock-based compensation	63,~~534~~583		6,~~152~~534		36,~~012~~152
Reserve for obsolescence	~~509~~1,843		~~1,750~~509		21,~~108~~750
Allowance for doubtful accounts	~~110~~120		—110		—
Impairment of long-lived assets	4310,~~288~~708		—43,288		—
Loss (gain) on disposal of assets	807		7,470		(2,542)
Loss on disposal of assets	1,952		807		7,470
Equity in earnings of unconsolidated entities	486		(689)		—
Unrealized loss on equity investment	266		—		—
Distribution of earnings from unconsolidated entities	452		—		—
Equity in earnings of unconsolidated entities	299		486		(689)
Gain on extinguishment of debt	—		—		(10,113)
Distribution of earnings from unconsolidated entities	—		452		—
Lower of cost or net realizable value inventory adjustments	63,~~492~~957		—6,492		—
Changes in operating assets and liabilities:
Trade accounts receivable, net	~~4,550~~(508)		84,~~673~~550		~~(12~~8,~~615)~~673
Other receivables, net	~~(701)~~642		~~140~~(701)		~~589~~140
Inventory, net	(1110,~~861~~833)		(3311,~~283~~861)		7(33,~~358~~283)
Other current assets	(~~3,857~~362)		~~191~~(3,857)		~~(1,974)~~191
Deferred tax assets, net	(8194,~~471)~~223		23(8,~~323~~471)		~~(209~~23,~~075)~~323
Accounts payable, accrued liabilities, and accrued employee compensation and benefits	1(3,~~284~~519)		(3,~~596~~716)		13(3,~~456~~596)
Income tax payable	32		(33)		42
Operating lease liabilities	(1,419)		(1,735)		(2,025)
Operating lease liabilities	(1,735)		(2,025)		(2,508)
Deferred other income	42,744		5,000		—
Other liabilities	~~(858)~~1,165		(~~28,731~~826)		3(28,~~366~~764)
Net cash provided by operating activities	4372,~~229~~495		8843,~~821~~229		7988,~~067~~821
Cash Flows from Investing Activities:
Additions to property, plant, equipment, mineral properties and other assets	(6538,~~060~~706)		(6865,~~696~~060)		(1968,~~789~~696)
Proceeds from sale of property, plant, equipment, and mineral properties	125		58		6,042
Additions to intangible assets	(200)		—		—
Purchase of investments	(1,415)		(13,047)		(1,076)
Proceeds from sale of property, plant, equipment, and mineral properties	4,839		125		58
Proceeds from redemptions/maturities of investments	6,000		2,506		—
Purchase of investments	—		(1,415)		(13,047)
Other investing, net	796		—		—
Proceeds from redemptions/maturities of investments	3,000		6,000		2,506
Net cash used in investing activities	(59,554)		(79,179)		(14,823)
Other investing, net	1,536		796		—
Net cash used in investing activities	(29,531)		(59,554)		(79,179)
Cash Flows from Financing Activities:
Repayment of long-term debt	—		—		(15,000)
Proceeds from borrowings on credit facility	—		9,000		—
Debt prepayment costs	—		—		(505)
Repayments of borrowings on credit facility	(4,000)		(5,000)		—
Proceeds from borrowings on credit facility	9,000		—		—
Payments of financing leases	(942)		(597)		—
Repayments of borrowings on credit facility	(5,000)		—		(29,817)
Capitalized debt costs	—		—		(1,007)
Payments of financing lease	(597)		—		(1,258)
Employee tax withholding paid for restricted shares upon vesting	(775)		(1,511)		(4,795)
Capitalized debt costs	—		(1,007)		—
Repurchases of common stock	—		—		(22,012)
Employee tax withholding paid for restricted shares upon vesting	(1,511)		(4,795)		(791)
Proceeds from exercise of stock options	—		—		110
Repurchases of common stock	—		(22,012)		—
Net cash (used in) provided by financing activities	(5,717)		1,892		(27,704)
Proceeds from exercise of stock options	—		110		89
Net Change in Cash, Cash Equivalents, and Restricted Cash	37,247		(14,433)		(18,062)
Net cash provided by (used in) financing activities	1,892		(27,704)		(47,282)
Cash, Cash Equivalents, and Restricted Cash, beginning of period	4,651		19,084		37,146
Net Change in Cash, Cash Equivalents, and Restricted Cash	(14,433)		(18,062)		16,962
Cash, Cash Equivalents, and Restricted Cash, end of period	$	41,898	$	4,651	$	19,084
Cash, Cash Equivalents, and Restricted Cash, beginning of period	19,084		37,146		20,184
Cash, Cash Equivalents, and Restricted Cash, end of period	$	4,651	$	19,084	$	37,146
Supplemental disclosure of cash flow information
Net cash paid during the period for:
Interest	$	~~411~~503	$	~~113~~411	$	~~875~~113
Income taxes	$	~~179~~9	$	~~1,015~~179	$	~~193~~1,015
Accrued purchases for property, plant, equipment, and mineral properties	$	41,~~578~~877	$	84,~~532~~578	$	28,~~192~~532

See accompanying notes to these consolidated financial statements.

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INTREPID POTASH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

"Intrepid," "our," "we," or "us" means Intrepid Potash, Inc. and its consolidated subsidiaries.

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 three key nutrients, potassium, magnesium, and sulfate, in a single particle. We also provide water, magnesium chloride, brine and various oilfield products and services.

We have permitted, licensed, declared and partially adjudicated water rights in New Mexico. We sell a portion of water from these water rights to support oil and gas development in the Permian Basin. ~~We continually work to expand water sales.~~

InWe ~~May~~also ~~2019, we acquired~~ have certain land, water rights, federal ~~and state~~ grazing leases ~~for cattle~~, and other related assets ~~from~~in ~~Dinwiddie~~southeast ~~Cattle~~New ~~Company~~Mexico. We refer to these assets and operations as "Intrepid South." Due to the strategic location of Intrepid South, part of our long-term operating strategy is selling small parcels of land, including restricted use agreements of surface or subsurface rights, to customers, where such sales provide a solution to a customer's operations in the oil and gas industry.

We have three segments: potash, Trio®, and oilfield solutions. We account for the sales of byproducts as revenue in the potash or Trio® segment, based on which segment generates the byproduct. For each of the years ended December 31, ~~2023~~2024, ~~2022~~2023, and ~~2021~~2022, a majority of our byproduct sales were accounted for in the potash segment.

We manage sales and marketing operations centrally. This allows us to evaluate the product needs of our customers and then centrally determine which of our production facilities to use to fill customer orders in a manner designed to realize the highest average net realized sales price per ton. Average net realized sales price per ton is a non-GAAP measure that we calculate for each of potash and Trio® as segment sales less segment byproduct sales and segment freight costs, divided by the number of tons of product sold in the period. We also monitor product inventory levels and overall production costs centrally.

Note 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation—Our consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates—The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions.

Significant estimates include, but are not limited to, those for proven and probable mineral reserves, the related present value of estimated future net cash flows, useful lives of plant assets, asset retirement obligations, normal inventory production levels, inventory valuations, the valuation of equity awards, revenue from products we sell to customers where the price is variable, the valuation of receivables, estimated future net cash flows used in long-lived assets impairment analysis, the related valuation of our long-lived assets, valuation of our deferred tax assets and estimated blended income tax rates utilized in the current and deferred income tax calculations. There are numerous uncertainties inherent in estimating quantities of proven and probable reserves, projecting future rates of production, and the timing of development expenditures. Future mineral prices may vary significantly from the prices in effect at the time the estimates are made, as may estimates of future operating costs. The estimate of proven and probable mineral reserves, the related present value of estimated future cash flows, and useful lives of plant assets can affect various other items including depletion, the net carrying value of our

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~~future operating costs. The estimate of proven and probable~~ mineral ~~reserves, the related present value of estimated future cash flows, and useful lives of plant assets can affect various other items including depletion, the net carrying value of our mineral~~ properties, the useful lives of related property, plant, and equipment, depreciation expense, and estimates associated with recoverability of long-lived assets and asset retirement obligations. Specific to income tax items, we experience fluctuations in the valuation of the deferred tax assets and liabilities due to changing income tax rates and the blend of state tax rates.

Revenue Recognition—We account for revenue in accordance with Accounting Standards Codification ("ASC") Topic 606 Revenue from Contracts with Customers ("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 to be entitled in exchange for those goods or services.

Performance Obligations: A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. The contract's transaction price is allocated to the performance obligations and recognized as revenue when the performance obligations are satisfied. Substantially all our contracts are of a short-term nature and contain a single performance obligation because the sale is for one type of product and shipping and handling charges are accounted for as a fulfillment cost and are not considered to be a separate performance obligation. The performance obligation is satisfied when control of the product is transferred to the customer, which typically occurs when we ship mineral products or deliver water from our facility to the customer. We account for substantially all of our revenue from sales to customers at a single point in time.

Contract Estimates: In certain circumstances, we may sell products to customers where the sales price is variable. For variable consideration sales, we estimate the sales price we expect to realize at contract inception based on the facts and circumstances for each sale, including historical experience, and recognize revenue to the extent it is probable that a subsequent change in estimate will not result in a significant revenue reversal compared to the cumulative revenue recognized once the uncertainty is resolved. We update variable consideration estimates at each reporting date for any changes in facts and circumstances and adjust financial information as necessary in the period the change is identified.

Contract Balances: The timing of revenue recognition, billings, and cash collection may result in contract assets or contract liabilities. For certain contracts, the customer has agreed to pay us before we have satisfied our performance obligations. Customer payments received before we have satisfied our performance obligations are accounted for as a contract liability.

Disaggregation of Revenue: We present disaggregation of revenue by products which we believe best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic conditions.

Inventory and Long-Term Parts Inventory—Inventory consists of product and byproduct stocks that are ready for sale; mined ore; potash in evaporation ponds, which is considered work-in-process; and parts and supplies inventory. Product and byproduct inventory cost is determined using the lower of weighted average cost or estimated net realizable value and includes direct costs, maintenance, operational overhead, depreciation, depletion, and equipment lease costs applicable to the production process. Direct costs, maintenance, and operational overhead include labor and associated benefits.

We evaluate our production levels and costs to determine if any should be deemed abnormal and therefore excluded from inventory costs and expensed directly during the applicable period. The assessment of normal production levels is judgmental and unique to each period. We model normal production levels and evaluate historical ranges of production by operating plant in assessing what is deemed to be normal. Each production operation typically shuts down periodically for planned maintenance activities. The costs of maintenance turnarounds at our facilities are considered part of production costs and are absorbed into inventory in the period incurred.

Parts inventory, including critical spares not expected to be used within a period of one year, is classified as non-current. Parts and supply inventory cost is determined using the lower of average acquisition cost or estimated replacement cost. Detailed reviews are performed related to the net realizable value of parts inventory, giving consideration to quality, slow-moving items, obsolescence, excessive levels, and other factors. Parts inventories that have not turned over in more than a year, excluding parts classified as critical spares, are reviewed for obsolescence and, if deemed appropriate, are included in the determination of an allowance for obsolescence.

Property, Plant, Equipment, Mineral Properties, and Development Costs—Property, plant, and equipment are stated at historical cost. Expenditures for property, plant, and equipment relating to new assets or improvements are capitalized, provided the expenditure extends the useful life of an asset or extends the asset's functionality. Property, plant, and equipment are depreciated under the straight-line method using estimated useful lives. The estimated useful lives of property, plant, and equipment are evaluated periodically as changes in estimates occur. No depreciation is taken on assets classified as construction in progress until the asset is placed into service. Gains and losses are recorded upon retirement, sale, or disposal of assets. Maintenance and repair costs are recognized as period costs when incurred. Capitalized interest, to the

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classified as construction in progress until the asset is placed into service. Gains and losses are recorded upon retirement, sale, or disposal of assets. Maintenance and repair costs are recognized as period costs when incurred. Capitalized interest, to the extent of debt outstanding, is calculated and capitalized on assets that are being constructed, drilled, or built or that are otherwise classified as construction in progress.

Mineral properties and development costs, which are referred to collectively as mineral properties, include acquisition costs, the cost of drilling production wells, and the cost of other development work, all of which are capitalized. Exploration costs include geological and geophysical work performed on areas that do not yet have proven and probable reserves declared. These costs are expensed as incurred. Depletion of mineral properties is calculated using the units-of-production method over the estimated life of the relevant ore body. The lives of reserves used for accounting purposes are shorter than current reserve life determinations due to uncertainties inherent in long-term estimates. These reserve life estimates have been prepared by us and reviewed and independently determined by mine consultants. Tons of potash and langbeinite in the proven and probable reserves are expressed in terms of expected finished tons of product to be realized, net of estimated losses. Market price fluctuations of potash or Trio®, as well as increased production costs or reduced recovery rates, could render proven and probable reserves containing relatively lower grades of mineralization uneconomic to exploit and might result in a reduction of reserves. In addition, the provisions of our mineral leases, including royalty provisions, are subject to periodic readjustment by the state and federal government, which could affect the economics of our reserve estimates. Significant changes in the estimated reserves could have a material impact on our results of operations and financial position.

Recoverability of Long-Lived Assets—We evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amount may not be recoverable. An impairment is potentially considered to exist if an asset group's total estimated net future cash flows on an undiscounted basis are less than the carrying amount of the related asset. An impairment loss is measured and recorded based on the excess of the carrying amount of long-lived assets over its estimated fair value. Changes in significant assumptions underlying future cash flow estimates or fair values of asset groups may have a material effect on our financial position and results of operations. Sales price is a significant element of any cash flow estimate, particularly for higher cost operations. Other assumptions we estimate include, among other things, the economic life of the asset, sales volume, inflation, raw materials costs, cost of capital, tax rates, and capital spending.

Factors we generally will consider important and which could trigger an impairment review of the carrying value of long-lived assets include the following:

•significant underperformance relative to expected operating results or operating losses

•significant changes in the manner of use of assets or the strategy for our overall business

•the denial or delay of necessary permits or approvals that would affect the utilization of our tangible assets

•underutilization of our tangible assets

•discontinuance of certain products by us or our customers

•a decrease in estimated mineral reserves

•significant negative industry or economic trends

Intangible Assets—Water rights are accounted for as indefinite-lived intangible assets. We test indefinite-lived intangible assets for impairment at least annually on October 1, and more frequently if circumstances require. We use a qualitative assessment to determine whether it is more likely than not that the fair value of the unamortized intangible asset is less than its carrying value. If our qualitative assessment indicates it is more likely than not that the fair value of the unamortized assets is less than its carrying value, we estimate the fair value of the unamortized asset and record an impairment loss based on the excess of the carrying amount of the unamortized intangible asset over its estimated fair value. Fair value is estimated using quoted market prices, if available. If quoted market prices are not available, the estimated fair value is based on various valuation techniques, including the discounted value of estimated future cash flows. Changes in significant assumptions underlying fair value estimates may have a material effect on our financial position and results of operations.

We also have finite-lived intangible assets consisting of contractual agreements. These intangible assets are amortized over the period of estimated benefit using the straight-line method. No significant residual value is estimated for our finite-lived intangible assets. We estimate the useful life of intangible assets considering various factors, including but not limited to, the expected use of the asset, the expected life of other assets the intangible asset may relate, any legal, regulatory, contractual provisions, or relevant economic factors that may limit the use of the intangible asset. We evaluate the remaining useful lives of intangible assets each reporting period to determine if a revision to the asset's remaining life is necessary. Changes in significant assumptions underlying useful lives may have a material effect on our financial position and results of operations.

81We evaluate our finite-lived intangible assets for impairment when events or changes in circumstances indicate that the related carrying amount may not be recoverable. Such circumstances may include but are not limited to (1) significant

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We evaluate our finite-lived intangible assets for impairment when events or changes in circumstances indicate that the related carrying amount may not be recoverable. Such circumstances may include but are not limited to (1) significant adverse changes in the manner the asset is used, or (2) significant adverse changes in legal factors or economic conditions, including adverse actions by regulatory authorities.

Asset Retirement Obligations—Reclamation costs are initially recorded as a liability associated with the asset to be reclaimed or abandoned, based on applicable inflation assumptions and discount rates. The accretion of this discounted liability is recognized as expense over the life of the related assets, and the liability is periodically adjusted to reflect changes in the estimates of either the timing or amount of the reclamation and abandonment costs.

Leases—We determine if an arrangement is a lease or contains a lease at inception. Operating and finance lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. If readily determinable, we use the implicit rate in the lease to determine the present value of future lease payments. If the implicit rate is not readily determinable, we use an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating right-of-use ("ROU") assets and finance lease assets are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. For finance leases, interest expense is recognized on the lease liability and the ROU asset is amortized over the lease term. We account for lease and non-lease components as a single lease component, and we do not apply the requirements of ASC Topic 842 to short-term leases with a term of one year or less at inception.

Income Taxes—We are a subchapter C corporation and, therefore, are subject to U.S. federal and state income taxes. We recognize income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured 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. We record a valuation allowance if it is deemed more likely than not that our deferred income tax assets will not be realized in full. These determinations are subject to ongoing assessment.

Cash and Cash Equivalents and Investments—Cash and cash equivalents consist of cash and liquid investments with an original maturity of three months or less.

We classify our investments in debt securities, which include U.S treasury and government agency obligations, and corporate bonds and notes, as held-to-maturity investments because we have the intent and ability to hold these investments to maturity. Our held to maturity investments are carried at amortized cost.

We use the equity method of accounting for investments in limited partnerships where we own more than 3% of the limited partnership, as required by the Securities and Exchange Commission. Under this method of accounting, we record our share of the net earnings or losses of the investee in the "Other Income (Expense)" section of our Consolidated Statements of Operations.

We record equity investments without a readily determinable fair value using the measurement alternative of cost, with adjustments for observable changes in prices resulting from orderly transactions for the identical or similar investments of the same issuer, or impairment.

Fair Value of Financial Instruments—Our financial instruments include cash and cash equivalents, restricted cash, accounts receivable, refundable income taxes, accounts payable and current accrued liabilities. These instruments are carried at cost, which approximates fair value due to the short-term maturities of the instruments. Allowances for doubtful accounts are recorded against the accounts receivable balance to estimate net realizable value. Amounts outstanding under our secured credit facility are carried at cost, which approximates fair value, due to the short-term nature of the borrowings.

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

Diluted net income per common share of stock is calculated by dividing net income by the weighted average diluted common shares outstanding, which includes the effect of potentially dilutive securities. Potentially dilutive securities for the diluted earnings or loss per share calculation consist of awards of restricted shares, performance units, and non‑qualified stock options. The dilutive effect of stock-based compensation arrangements is computed using the treasury‑stock method. Following the lapse of the vesting period of restricted shares, the shares are considered issued and therefore are included in the number of issued and outstanding shares for purposes of these calculations. When we report a net loss, all potentially dilutive securities are considered anti-dilutive and are excluded from the dilutive loss per share calculation.

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Treasury Stock —Repurchases of our common stock are accounted for at cost and are recorded as treasury stock.

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Stock‑Based Compensation—We account for stock-based compensation by recording expense using the fair value of the awards at the time of grant. We have recorded compensation expense associated with the issuance of restricted shares, performance units, and non-qualified stock options, all of which are subject to service conditions and in some cases subject to operational performance or market-based conditions. We recognize expense associated with such awards over the service period associated with each grant. For awards with service only conditions we recognize expense using the straight-line recognition method over the requisite service period of the award, which is generally the vesting period of the award. We recognize expense for awards with service and operational performance conditions using the accelerated recognition method over the requisite service period of the award, which is generally the vesting period of the award. We recognize expense associated with awards that contain both a service condition and a market condition using the accelerated recognition method over the requisite service period of the award, which is generally the longer of the explicit service period or the derived service period (expected date the market condition is estimated to be achieved).

Recently Adopted Accounting Standards—In ~~June~~November ~~2016~~2023, the ~~Financial Accounting Standards Board ("~~FASB") issued Accounting Standards Update ("ASU") ~~No. 2016~~2023-1307, as"Segment ~~amended~~Reporting by(Topic ~~ASU~~280): ~~No.~~Improvements ~~2019-04~~to ~~and~~Reportable Segment Disclosures" ("ASU No2023-07"). ~~2019-10,~~This ~~Financial~~new ~~Instruments~~guidance: - (~~Topic 326~~i): ~~Measurement~~introduces ofa ~~Credit~~requirement ~~Losses~~to ondisclose ~~Financial~~significant ~~Instruments~~segment ~~("ASC~~expenses ~~Topic~~regularly ~~326~~provided to the chief operating decision maker ("CODM"), ~~which~~(ii) weextends ~~adopted~~certain onannual ~~January~~disclosures 1,to ~~2020.~~interim ~~ASC~~periods, ~~Topic~~(iii) ~~326~~clarifies ~~changed~~disclosure ~~the~~requirements ~~way~~for ~~entities~~single ~~recognized~~reportable ~~impairment~~segment ofentities, ~~many~~(iv) ~~financial~~permits ~~assets~~more bythan ~~requiring~~one ~~immediate~~measure ~~recognition~~ of ~~estimated~~segment ~~credit~~profit ~~losses~~or ~~expected~~loss to ~~occur~~be ~~over~~reported ~~their~~under ~~remaining~~certain ~~life.~~conditions, ~~Because~~and ~~our~~(v) ~~trade~~requires ~~receivables~~disclosure ~~are~~of ~~short-term~~the intitle ~~nature,~~and position of the CODM. The adoption of this ~~new~~ standard did not have aan ~~material~~ impact on our ~~consolidated~~results of operations, cash flows and financial ~~statements~~condition, but resulted in additional disclosures for our reportable segments.

Pronouncements Issued But Not Yet Adopted—In ~~December~~November ~~2019~~2024, the FASB issued ASU ~~2019~~2024-1203, "Income ~~Taxes~~Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (~~Topic~~Subtopic ~~740~~220-40):" ~~Simplifying~~(ASU ~~the~~2024-03"). ~~Accounting~~ASU ~~for~~2024-03 ~~Income~~requires ~~Taxes,~~additional ~~which~~disclosures ~~simplifies~~about the ~~accounting~~nature ~~for~~of expenses included in the income ~~taxes~~statement, bysuch ~~removing~~as ~~certain~~purchases ~~exceptions~~of toinventory, ~~the~~employee ~~general~~compensation ~~principles~~and indepreciation. ~~Topic~~ASU ~~740~~2024-03 is effective for public business entities for annual periods beginning after December 15, 2026, and ~~amending~~interim ~~existing~~reporting ~~guidance~~periods tobeginning ~~improve~~after ~~consistent~~December ~~application~~15, 2027. ~~The~~We ~~adoption~~are ofcurrently ~~this~~evaluating ~~standard~~the ~~did~~guidance ~~not~~and ~~have~~expect ait ~~material~~to only impact ondisclosures ~~our~~with ~~consolidated~~no impact to results of operations, cash flows and financial ~~statements~~condition.

~~Pronouncements Issued But Not Yet Adopted—~~In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"). ASU 2023-09 requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold, certain disclosures of state versus federal income tax expenses and taxes paid. ASC 2023-09 is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the guidance and expect it to only impact disclosures with no impact to results of operations, cash flows and financial condition.

InReclassifications ~~November~~of ~~2023,~~Prior ~~the~~Period ~~FASB~~Presentation—Certain ~~issued~~prior ~~ASU~~period ~~2023-07,~~amounts ~~"Segment~~have ~~Reporting~~been ~~(Topic~~reclassified ~~280):~~in ~~Improvements~~order to ~~Reportable~~conform ~~Segment Disclosures" ("ASU 2023-07"). This new guidance: (i) introduces a requirement~~ to ~~disclose significant segment expenses regularly provided to~~ the ~~chief~~current ~~operating~~period decision maker ("CODM"), (ii) extends certain annual disclosures to interim periods, (iii) clarifies disclosure requirements for single reportable segment entities, (iv) permits more than one measure of segment profit or loss to be reported under certain conditions, and (v) requires disclosure of the title and position of the CODMpresentation. ~~The~~These ~~standard~~reclassifications ishad ~~effective~~no ~~for~~effect ~~fiscal~~on years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance applies retrospectively to all periods presented in the ~~financial~~reported ~~statements. We are currently evaluating the guidance and expect it to only impact disclosures with no impact to~~ results of operations~~, cash flows and financial condition~~.

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Note 3— EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income or loss 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 performance 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~~ (loss) earnings per share (in thousands, except per share amounts):

	Year Ended December 31,
	2023		2022		2021
	2024		2023		2022
Net (loss) income	$	(35212,~~673~~845)	$	72(35,~~220~~673)	$	~~249~~72,~~834~~220
Basic weighted average common shares outstanding	12,~~761~~880		1312,~~152~~761		13,~~099~~152
Add: Dilutive effect restricted common stock	—		~~191~~—		~~221~~191
Add: Dilutive effect of stock options outstanding	—		~~109~~—		71109
Diluted weighted average common shares outstanding	12,~~761~~880		1312,~~452~~761		13,~~391~~452
(Loss) earnings per share:
Basic	$	(216.8053)	$	5(2.4980)	$	195.0749
Diluted	$	(216.8053)	$	5(2.3780)	$	185.6637

The following table shows anti-dilutive shares excluded from the calculation of diluted earnings (loss) per share (in thousands):

	Year Ended December 31,
	2023	2022	2021
	2024	2023	2022
Anti-dilutive effect of restricted shares	348	63	57
Anti-dilutive effect of restricted shares and units	287	348	63
Anti-dilutive effect of stock options outstanding	273	—273	~~156~~—

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Note 4— CASH, CASH EQUIVALENTS AND RESTRICTED CASH

Total cash, cash equivalents and restricted cash, as shown on the consolidated statements of cash flows are included in the following accounts at December 31, ~~2023~~2024, ~~2022~~2023, and ~~2021~~2022 (in thousands):

	Year Ended December 31,
	2023		2022		2021
	2024		2023		2022
Cash and cash equivalents	$	441,~~071~~309	$	184,~~514~~071	$	3618,~~452~~514
Restricted cash included in "Other current assets"	25		25		~~175~~25
Restricted cash included in "Other assets, net"	~~555~~564		~~545~~555		~~519~~545
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	441,~~651~~898	$	194,~~084~~651	$	3719,~~146~~084

Restricted cash included in "Other assets, net" on the balance sheet at December 31, ~~2023~~2024, ~~2022~~2023, and ~~2021~~2022 represents amounts whose use is restricted by contractual agreements with the BLM or the ~~State~~states of Utah and New Mexico as security to fund future reclamation obligations at our sites. Restricted cash included in "Other current assets" on the ~~balance~~Consolidated ~~sheet~~Balance Sheets at December 31, 2024, 2023, and 2022 represents cash deposits with supply vendors.

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Note 5— INVENTORY AND LONG-TERM PARTS INVENTORY

The following summarizes our inventory, recorded at the lower of weighted average cost or estimated net realizable value as of December 31, ~~2023~~2024, and ~~2022~~

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