Compass Minerals (NYSE: CMP) posts profit, trims debt and exits Wynyard SOP
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
Compass Minerals International returned to profitability for the quarter and first half ended March 31, 2026, while reshaping its portfolio and balance sheet. Quarterly sales were $453.2 million, down from $494.6 million, as weaker highway deicing volumes offset higher prices.
The company generated quarterly net income of $12.7 million, versus a $32.0 million loss a year earlier, and six‑month net income of $31.3 million versus a $55.6 million loss. Operating income rose to $56.0 million for the quarter and $92.6 million year‑to‑date, helped by strong Plant Nutrition margins and the absence of prior‑year Fortress fire‑retardant impairments.
Compass sold its Wynyard sulfate of potash business for $30.8 million in consideration, recording a $14.6 million loss but receiving $23.2 million of net cash. It also fully redeemed $150.0 million of 6.75% 2027 senior notes and extended a $100.0 million receivables securitization facility to March 2029, while resolving a long‑running Canadian tax dispute with an $8.2 million expected net cash outlay and a $4.0 million tax benefit.
Positive
- None.
Negative
- None.
Insights
Compass Minerals posts a sharp earnings turnaround while cutting debt and simplifying its portfolio.
Compass Minerals International moved from losses to profits, with six‑month net income of $31.3 million versus a $55.6 million loss a year earlier. Operating income reached $92.6 million, supported by higher salt and SOP pricing and lower selling, general and administrative costs.
The company exited its Wynyard sulfate of potash business for total consideration of about $30.8 million, booking a $14.6 million loss, while highlighting that Wynyard had contributed less than 3% of sales. It fully redeemed $150.0 million of 6.75% 2027 notes using cash and extended its $100.0 million Accounts Receivable Securitization Facility to March 2029, leaving no revolver borrowings outstanding.
A Canadian provincial tax settlement covering 2002–2018 produced a net expected cash outlay of $8.2 million but reduced uncertain tax liabilities by $54.0 million and generated a $4.0 million tax benefit. While salt volumes were softer—quarterly sales fell $41.4 million—segment gross profit and overall margins improved, indicating stronger pricing power and cost control.
Key Figures
Quarterly sales: $453.2 million
Six‑month sales: $849.3 million
Six‑month net income: $31.3 million
+5 more
8 metrics
Quarterly sales
$453.2 million
Three months ended March 31, 2026
Six‑month sales
$849.3 million
Six months ended March 31, 2026
Six‑month net income
$31.3 million
Versus $55.6 million net loss in prior-year period
Operating income
$56.0 million
Quarter ended March 31, 2026
Wynyard SOP sale cash proceeds
$23.2 million
Net cash received at closing on March 1, 2026
Loss on Wynyard sale
$14.6 million
Pre-tax loss including $13.1 million FX reclassification
Debt redeemed
$150.0 million
6.75% Senior Notes due 2027 fully redeemed March 30, 2026
AR Facility size
$100.0 million
Accounts Receivable Securitization Facility extended to March 2029
Key Terms
sulfate of potash, Accounts Receivable Securitization Facility, Loss on extinguishment of debt, 8.00% Senior Notes due 2030, +2 more
6 terms
sulfate of potash financial
"Our Plant Nutrition segment produces and markets SOP products in various grades worldwide"
Sulfate of potash (potassium sulfate) is a crystalline fertilizer that supplies potassium and sulfur—key nutrients plants need to grow—and is commonly used on crops that cannot tolerate chloride. Investors watch its supply, demand and price because changes affect farm input costs, fertilizer makers’ revenues and margins, and ultimately crop yields and commodity prices; think of it as a vital ingredient in a recipe where shortages or cost swings change the final outcome.
Accounts Receivable Securitization Facility financial
"entered into a Sixth Amendment to its AR Facility, extending the facility to March 2029"
A accounts receivable securitization facility is a financing arrangement where a company converts its unpaid customer invoices into immediate cash by selling them or using them as collateral for a line of credit. Think of it like using a stack of IOUs as a short-term loan to smooth cash flow; it matters to investors because it changes a company’s liquidity, borrowing profile and risk exposure without necessarily showing up as traditional debt, affecting valuation and credit health.
Loss on extinguishment of debt financial
"The Company recorded a $0.5 million loss on extinguishment of debt"
Loss on extinguishment of debt is the accounting hit a company records when it retires or restructures a loan or bond for an amount that exceeds the debt’s recorded value—like paying more than the remaining balance to settle a loan early. It matters to investors because it reduces reported profit and can use cash, but may also cut future interest costs or signal financial stress; understanding it helps assess earnings quality and balance-sheet strength.
8.00% Senior Notes due 2030 financial
"the Company issued $650.0 million aggregate principal amount of its 8.00% Senior Notes due 2030"
valuation allowance financial
"an additional valuation allowance of $0.1 million has been recorded to recognize only the portion of the U.S. deferred tax assets"
A valuation allowance is a reserve set aside to reduce the value of certain assets on a company's financial records when there is uncertainty about whether they will generate the expected benefits. It acts like a caution sign, indicating that some assets might not be fully recoverable or worth their recorded amount. This matters to investors because it provides a more realistic picture of a company's financial health and potential risks.
One Big Beautiful Bill Act of 2025 financial
"a budget reconciliation package known as the “One Big Beautiful Bill Act of 2025”"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended March 31, 2026
or
For the transition period from _______________________ to __________________________
Commission File Number 001-31921
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||
(913 ) 344-9200
(Address of principal executive offices, zip code and 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 | ||||||||||||
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. | ☑ | No | ☐ | |||||||||||
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that | ||||||||||||||
the registrant was required to submit such files). | ☑ | No | ☐ | |||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | |||||||||||||||||||||||
| Large accelerated filer | ☐ | ☑ | Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | |||||||||||||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |||||||||||||
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | Yes | ☐ | No | |||||||||||
The number of shares outstanding of the registrant’s common stock, $0.01 par value per share, as of April 30, 2026, was 41,958,348 shares.
| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
TABLE OF CONTENTS
| PART I. FINANCIAL INFORMATION | Page | |||||||
Item 1. | Financial Statements | |||||||
Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and September 30, 2025 | 2 | |||||||
Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2026 and March 31, 2025 (unaudited) | 3 | |||||||
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended March 31, 2026 and March 31, 2025 (unaudited) | 4 | |||||||
Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended March 31, 2026 and March 31, 2025 (unaudited) | 5 | |||||||
Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2026 and March 31, 2025 (unaudited) | 6 | |||||||
Notes to Condensed Consolidated Financial Statements (unaudited) | 7 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 | ||||||
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 37 | ||||||
Item 4. | Controls and Procedures | 38 | ||||||
| PART II. OTHER INFORMATION | ||||||||
Item 1. | Legal Proceedings | 40 | ||||||
Item 1A. | Risk Factors | 40 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 40 | ||||||
Item 3. | Defaults Upon Senior Securities | 40 | ||||||
Item 4. | Mine Safety Disclosures | 40 | ||||||
Item 5. | Other Information | 40 | ||||||
Item 6. | Exhibits | 41 | ||||||
SIGNATURES | 42 | |||||||
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
| (Unaudited) | ||||||||||||||
| March 31, 2026 | September 30, 2025 | |||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
Receivables, less allowance for credit losses and rebates of $ | ||||||||||||||
Inventories, less allowance of $ | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant and equipment, net | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Goodwill | ||||||||||||||
Other noncurrent assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued salaries and wages | ||||||||||||||
Current portion of finance lease liabilities | ||||||||||||||
| Income taxes payable | ||||||||||||||
| Accrued interest | ||||||||||||||
| Accrued expenses and other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt, net of current portion | ||||||||||||||
Finance lease liabilities, net of current portion | ||||||||||||||
| Deferred income taxes, net | ||||||||||||||
| Other noncurrent liabilities | ||||||||||||||
| Commitments and contingencies (Note 8) | ||||||||||||||
| Stockholders’ equity: | ||||||||||||||
Common stock: $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
Treasury stock, at cost — | ( | ( | ||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Total stockholders’ equity | ||||||||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in millions, except share and per share data)
| Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Shipping and handling cost | ||||||||||||||||||||||||||
| Product cost | ||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||||||||
| Loss on impairments | ||||||||||||||||||||||||||
| Other operating income | ( | ( | ||||||||||||||||||||||||
| Operating income (loss) | ( | ( | ||||||||||||||||||||||||
| Other expense (income): | ||||||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Gain on foreign exchange, net | ( | ( | ( | ( | ||||||||||||||||||||||
| Loss on sale of business, net | ||||||||||||||||||||||||||
Loss on extinguishment of debt | ||||||||||||||||||||||||||
| Other expense, net | ||||||||||||||||||||||||||
| Net income (loss) before income taxes | ( | ( | ||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Basic net income (loss) per common share | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Diluted net income (loss) per common share | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Weighted-average common shares outstanding (in thousands): | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited, in millions)
| Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
Other comprehensive income (loss): | ||||||||||||||||||||||||||
Unrealized gain from change in pension obligations, net of tax of $ | ||||||||||||||||||||||||||
Unrealized loss from change in other postretirement benefits, net of tax of $ | ( | |||||||||||||||||||||||||
Unrealized (loss) gain on cash flow hedges, net of tax of $ | ( | ( | ||||||||||||||||||||||||
Unrealized foreign currency translation adjustments | ( | ( | ( | |||||||||||||||||||||||
| Realized loss on foreign currency transactions reclassified into Loss on sale of business, net | ||||||||||||||||||||||||||
Other comprehensive income (loss) | ( | ( | ||||||||||||||||||||||||
Total comprehensive income (loss) | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited, in millions)
Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated (Deficit) Income | Accumulated Other Comprehensive (Loss) Income | Total | |||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||
| Total comprehensive income | — | — | — | |||||||||||||||||||||||||||||||||||
| Shares issued for stock units, net of shares withheld for taxes | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||
| Total comprehensive income (loss) | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Shares issued for stock units, net of shares withheld for taxes | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
Balance, March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||
Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated (Deficit) Income | Accumulated Other Comprehensive (Loss) Income | Total | |||||||||||||||||||||||||||||||||
Balance, September 30, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Total comprehensive loss | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Shares issued for stock units, net of shares withheld for taxes | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
Balance, December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||
| Total comprehensive (loss) income | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||
| Shares issued for stock units, net of shares withheld for taxes | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
Balance, March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in millions)
| Six Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income (loss) | $ | $ | ( | |||||||||||
| Adjustments to reconcile net income (loss) to net cash flows provided by operating activities: | ||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||
| Amortization of deferred financing costs | ||||||||||||||
Non-cash portion of stock-based compensation | ||||||||||||||
| Deferred income taxes | ( | |||||||||||||
| Unrealized foreign exchange gain, net | ( | ( | ||||||||||||
| Loss on impairments | ||||||||||||||
Net gain from remeasurement of contingent consideration | ( | |||||||||||||
Loss on extinguishment of debt | ||||||||||||||
| Loss on sale of business, net | ||||||||||||||
| Other, net | ||||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||
| Receivables | ( | ( | ||||||||||||
| Inventories | ||||||||||||||
| Other assets | ||||||||||||||
| Accounts payable and accrued expenses and other current liabilities | ( | |||||||||||||
| Other liabilities | ( | |||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Proceeds from sale of business, net of cash and transaction costs | ||||||||||||||
| Other, net | ( | ( | ||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
Borrowings under revolving credit facility | ||||||||||||||
Repayments under revolving credit facility | ( | ( | ||||||||||||
Proceeds from issuance of long-term debt | ||||||||||||||
Principal payments on long-term debt | ( | ( | ||||||||||||
| Payments of deferred financing costs | ( | ( | ||||||||||||
| Shares withheld to satisfy employee tax obligations | ( | ( | ||||||||||||
Other, net | ( | ( | ||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ( | ||||||||||||
| Net change in cash and cash equivalents | ||||||||||||||
| Cash and cash equivalents, beginning of the year | ||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
| Supplemental cash flow information: | ||||||||||||||
| Interest paid, net of amounts capitalized | $ | $ | ||||||||||||
| Income taxes paid, net of refunds | $ | $ | ||||||||||||
Non-cash activities: | ||||||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | $ | ||||||||||||
| Right-of use assets obtained in exchange for new finance lease liabilities | $ | $ | ||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Compass Minerals International, Inc. (“CMI”), through its subsidiaries (collectively, the “Company”), is a leading global provider of essential minerals focused on safely delivering where and when it matters to help solve nature’s challenges for customers and communities. The Company’s salt products help keep roadways safe during winter weather and are used in numerous other consumer, industrial, chemical and agricultural applications. Its plant nutrition business is the leading North American producer of sulfate of potash (“SOP”), which is used in the production of specialty fertilizers for high-value crops and turf and helps improve the quality and yield of crops, while supporting sustainable agriculture. The Company’s principal products are salt, consisting of sodium chloride and magnesium chloride, and SOP. The Company’s production sites are located in the United States (“U.S.”), Canada and the United Kingdom (“UK”). The Company also provides records management services in the UK. Except where otherwise noted, references to North America include only the continental U.S. and Canada, and references to the UK include only England, Scotland and Wales. References to “Compass Minerals,” “our,” “us” and “we” refer to CMI and its consolidated subsidiaries.
CMI is a holding company with no significant operations other than those of its wholly-owned subsidiaries. The consolidated financial statements include the accounts of CMI and its wholly-owned domestic and foreign subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
The accompanying condensed consolidated balance sheet as of September 30, 2025, which was derived from audited financial statements, and the unaudited condensed consolidated financial statements (“Condensed Consolidated Financial Statements”) have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. As a result, these Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025. In the opinion of management, these interim financial statements reflect all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position and results of operations.
Accounting Pronouncements Issued Not Yet Adopted
Income Tax Disclosures. In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which updates income tax disclosures by requiring consistent categories and additional disaggregation of information in the rate reconciliation and income taxes paid by jurisdiction. The ASU is effective for fiscal years beginning after December 15, 2024, and is effective for the Company beginning in the annual report for the fiscal year ended September 30, 2026. Early adoption is permitted. The amendments should be applied prospectively; however, retrospective application is permitted. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures.
Disaggregation of Income Statement Expenses. In November 2024, the FASB issued amended guidance related to disclosure of disaggregated expenses (“ASU 2024-03”). This amendment requires public business entities to provide detailed disclosures in the notes to financial statements disaggregating specific expense categories, including purchases of inventory, employee compensation, depreciation, depletion, and intangible asset amortization, as well as certain other disclosures to provide enhanced transparency into the nature and function of expenses. This guidance is effective for annual periods beginning with the Company’s annual report for the fiscal year ended September 30, 2028, and interim periods following annual adoption, with early adoption permitted. This guidance will be applied on a prospective basis with retrospective application permitted. Management is currently evaluating ASU 2024-03 to determine its impact on the Company’s disclosures.
Interim Reporting. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), to improve the guidance for interim reporting and clarify when that guidance is applicable. This ASU provides a comprehensive list of required interim disclosures and also requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. For the Company, the guidance becomes effective in the first interim period of the fiscal year ended September 30, 2029. Early adoption is permitted. Management is currently evaluating ASU 2025-11 to determine its impact on the Company’s disclosures.
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2. REVENUES
Disaggregation of Revenue
Sales is disaggregated in the following table by timing of revenue recognition (in millions):
| Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Timing of revenue recognition: | ||||||||||||||||||||||||||
| Products and services transferred at a point in time | $ | $ | $ | $ | ||||||||||||||||||||||
Products and services transferred over time(a) | ||||||||||||||||||||||||||
| Total sales | $ | $ | $ | $ | ||||||||||||||||||||||
(a) Amounts include records management business utilizing excavated areas of its Winsford salt mine with one other location in London, England.
For disaggregation of sales by segment and type, see Note 9. Operating Segments.
Receivables
The following table provides the balances of receivables (in millions):
| March 31, 2026 | September 30, 2025 | |||||||||||||
| Current assets: | ||||||||||||||
Receivables related to contracts with customers | $ | $ | ||||||||||||
Miscellaneous receivables(a) | ||||||||||||||
Total receivables | $ | $ | ||||||||||||
(a)Refer to Note 8. Commitments and Contingencies for additional information.
Deferred Revenue
3. DISPOSITIONS
Sale and Disposition of Wynyard SOP Business
On February 3, 2026, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) to sell its sulfate of potash specialty fertilizer (“SOP”) business in Wynyard, Saskatchewan, Canada. The Share Purchase Agreement provided for total consideration of approximately $30.8 million, prior to indebtedness and working capital adjustments totaling approximately $2.1 million.
The transaction closed on March 1, 2026. At closing, the Company received cash proceeds of $23.2 million, net of (i) $3.9 million ($5.2 million denominated in Canadian dollars (“CAD”)) placed in escrow, (ii) $1.3 million of cash on hand transferred to the buyer, and (iii) $0.3 million of transaction costs. The escrow agreement provides for potential purchase price adjustments related to indemnification of claims. Of the escrowed amount, approximately CAD $3.3 million is scheduled to be released on March 1, 2027, and the remaining CAD $1.9 million is scheduled to be released on March 1, 2028, in each case plus accrued interest and net of any amounts deducted pursuant to the terms of the escrow agreement.
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As a result of the transaction, the Company recorded a pre-tax Loss on sale of business, net, of $14.6 million, which included $13.1 million of cumulative foreign currency translation adjustments reclassified from Accumulated other comprehensive loss, for both the three and six months ended March 31, 2026. Prior to the sale, the results of the Wynyard SOP business were included in the Company’s Plant Nutrition operating segment. The transaction supports the Company’s ongoing balance sheet strengthening and debt-reduction initiatives.
In connection with the transaction, the Company entered into a transition services agreement with the purchaser that is designed to facilitate the orderly transfer of the operations, including administrative services, which are generally to be provided within 12 months after the closing date. This agreement was not material and does not confer upon the Company the ability to influence the operating or financial policies of the Wynyard SOP business subsequent to March 1, 2026.
As of the March 1, 2026 disposal date, the business had net assets with a carrying value of $30.2 million, which included $1.3 million of cash and cash equivalents, $19.1 million of net intangible assets, $9.0 million of property, plant and equipment (“PP&E”), and $0.8 million of net other assets and liabilities.
Fortress Exit
On March 25, 2025, the Company took measures to align the Company’s cost structure to its current business needs as part of a larger strategic refocus to improve the profitability of the Company’s core Salt and Plant Nutrition businesses. Specifically, the Company began the process of exiting the Fortress North America, LLC (“Fortress”) fire retardant business and terminating the employment of all Fortress employees. The results of operations of Fortress were included in Corporate and Other segment.
Impairment. As a result of the above items impacting Fortress, the Company determined that there were indicators of impairment with the associated Fortress intangible assets. Accordingly, the Company performed an impairment assessment of its customer relationships and trade name intangible assets, and their fair value was determined to be zero 52.9 0.1
Additionally, the Company performed an impairment test on the remaining Fortress asset group (including PP&E, inventory, and in-process research and development (“IPR&D”)), with a carrying amount of $19.7 million. The impairment test under ASC 360, Property, Plant, and Equipment, compared the asset group’s undiscounted cash flows to its carrying amount. The Company determined the fair value of the asset group using a market approach under ASC 820, Fair Value Measurement (Level 2 inputs). The asset group (PP&E, inventory, and IPR&D) was not impaired as its fair value, based on market indications approximated or exceeded its carrying value. The fair value estimates involved significant estimates and assumptions.
Contingent Consideration. In connection with the acquisition of Fortress on May 5, 2023, the Company entered into a contingent consideration arrangement for up to $28 million to be paid in cash and/or Compass Minerals common stock upon the achievement of certain performance measures over the next five years , and a cash earn-out based on volumes of certain Fortress fire retardant products sold over a 10-year period. The carrying value of the contingent consideration at December 31, 2024 was $7.9 million, with $0.1 million included in Accrued expenses and other current liabilities and $7.8 million included in Other noncurrent liabilities. Given the business ceased operations and had no future expected cash flows, the carrying value of the contingent consideration was reduced to zero as of March 31, 2025. For both the three and six months ended March 31, 2025, the Company recorded income, included in Other operating expense (income) of $7.9
4. INVENTORIES
Inventories consist of the following (in millions):
| March 31, 2026 | September 30, 2025 | |||||||||||||
| Finished goods | $ | $ | ||||||||||||
| Work in process | ||||||||||||||
Raw materials and supplies(a) | ||||||||||||||
| Total inventories | $ | $ | ||||||||||||
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5. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net, consists of the following (in millions):
| March 31, 2026 | September 30, 2025 | |||||||||||||
Land, buildings and structures, and leasehold improvements(a) | $ | $ | ||||||||||||
Machinery and equipment(a) | ||||||||||||||
| Office furniture and equipment | ||||||||||||||
| Mineral interests | ||||||||||||||
| Construction in progress | ||||||||||||||
| Less: accumulated depreciation, depletion, and amortization | ( | ( | ||||||||||||
| Property, plant and equipment, net | $ | $ | ||||||||||||
(a) Includes finance lease right-of-use assets.
The following table provides supplemental non-cash activities (in million):
| Six Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Purchases of Property, plant and equipment in Accounts payable | $ | $ | ||||||||||||
| Purchases of Property, plant and equipment in Accrued expenses and other current liabilities | ||||||||||||||
| Transfers of Property, plant and equipment from Inventory | ||||||||||||||
6. INCOME TAXES
The Company’s effective income tax rate differs from the U.S. statutory federal income tax rate primarily due to U.S. statutory depletion, state income taxes (net of federal tax benefit), nondeductible executive compensation over $1 million, foreign income, mining and withholding taxes, base erosion and anti-abuse tax, and valuation allowances recorded on deferred tax assets.
The effective tax rates applied to the six months ended March 31, 2026 were determined by excluding the U.S. losses from the overall estimated annual effective tax rate computations and a separate estimated annual effective tax rate was computed and applied to the ordinary U.S. losses.
Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred in the U.S. over the three-year period ended March 31, 2026. Such objective evidence limits the ability to consider other subjective evidence, such as the Company’s projections for future income. On the basis of this evaluation, an additional valuation allowance of $0.1 million has been recorded to recognize only the portion of the U.S. deferred tax assets that is more likely than not to be realized. The amount of the deferred tax assets considered realizable, however, could be adjusted if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as the Company’s projections for income.
As of both March 31, 2026 and September 30, 2025, the Company had $80.5 7.1
In November 2025, the Company reached a settlement with a Canadian provincial tax authority regarding a tax dispute for fiscal years 2002 through 2018. The Canadian provincial tax authority had challenged tax positions claimed by one of the
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Company’s Canadian subsidiaries and issued tax reassessments for fiscal years 2002 through 2020. The reassessments were the result of ongoing audits and totaled $209.8 million, including interest as of September 30, 2025.
The settlement resolved the dispute for tax years 2002 through 2018. In connection with the settlement, the Company also revised its mining tax calculations for tax years subsequent to 2018 consistent with the principles agreed to in the settlement agreement. The Company is in the process of amending the relevant tax returns to obtain the associated federal and provincial refunds. The total net expected cash outlay, after taking into account expected federal refunds and deductions associated with the agreed upon tax and interest as well as estimated subsequent tax year impacts is $8.2 million. Additionally, the settlement and other updates to uncertain tax positions resulted in an overall tax benefit of $4.0 million, for the six months ended March 31, 2026.
The Company previously paid $35.8 24.8 million related to tax years 2002 through 2018 was paid in November 2025.
The additional impacts of the settlement on the Consolidated Balance Sheets at March 31, 2026, as compared to September 30, 2025, included an increase of $21.9 million in Other current assets, due to expected federal refunds from amended returns to be filed; a decrease in Other noncurrent assets of $47.1 million, primarily due to the application of the deposit to the amount of the total settlement; and a decrease in Other noncurrent liabilities of $54.0 million, due to the change in liabilities for uncertain tax positions. With the settlement, the performance bonds of $157.4 million posted as collateral for the 2002 through 2018 period were released.
On July 4, 2025, the U.S. enacted a budget reconciliation package known as the “One Big Beautiful Bill Act of 2025” (“OBBBA”), which includes both tax and non-tax provisions. While the Company is benefiting from the relaxing of interest deduction limitations, the Company does not view the legislation to significantly impact its income tax profile.
7. LONG-TERM DEBT AND FINANCE LEASE LIABILITIES
Total long-term carrying value of debt and finance lease liabilities consists of the following (in millions):
| March 31, 2026 | September 30, 2025 | |||||||||||||
| Secured Debt: | ||||||||||||||
| Revolving Credit Facility due May 2028 | $ | $ | ||||||||||||
| Subordinated Debt: | ||||||||||||||
| Accounts Receivable Securitization Facility | ||||||||||||||
| Total principal amount of debt | ||||||||||||||
| Finance lease liabilities | ||||||||||||||
| Unamortized deferred financing costs | ( | ( | ||||||||||||
| Total carrying value of debt and finance lease liabilities | ||||||||||||||
| Current portion of finance lease liabilities | ( | ( | ||||||||||||
| Total long-term carrying value of debt and finance lease liabilities | $ | $ | ||||||||||||
On June 16, 2025, the Company issued $650.0 million aggregate principal amount of its 8.00 % Senior Notes due 2030 in a private offering, pursuant to an indenture, dated June 16, 2025 (the “2030 Notes”), among the Company, the subsidiary guarantors named therein and Computershare Trust Company, N.A., as trustee. The 2030 Notes are senior unsecured obligations, with interest payable semi-annually on January 1 and July 1. The 2030 Notes are guaranteed by certain of the Company’s domestic subsidiaries. The 2030 Notes will mature on July 1, 2030. The Company incurred $13.0 million in deferred financing costs, including arrangement, legal and other fees, and will be amortized to interest expense over the 5-year term of the 2030 Notes.
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The indenture governing the 2030 Notes contains covenants limiting other indebtedness, dividends, purchases or redemptions of stock, transactions with affiliates, and mergers and sales of assets.
In November 2019, the Company issued $500 million aggregate principal amount of its 6.75 % Senior Notes due December 2027 (the “2027 Notes”). The 2027 Notes were unsecured obligations and were guaranteed by certain of the Company’s domestic subsidiaries. Interest on the 2027 Notes was due semi-annually on June 1 and December 1. The 2027 Notes were scheduled to mature on December 1, 2027 and were subordinated to all existing and future indebtedness. The indenture governing the 2027 Notes contained covenants limiting other indebtedness, dividends, purchases or redemptions of stock, transactions with affiliates, and mergers and sales of assets.
On June 17, 2025, the Company redeemed $350.0 million of the 2027 Notes, reducing the aggregate outstanding principal balance to $150.0 million.
On March 30, 2026, the Company redeemed in full the remaining $150.0 million outstanding 2027 Notes using cash on hand at 100 % of principal plus accrued interest through, but excluding, the redemption date. The Company recorded a $0.5
Accounts Receivable Securitization Facility
On June 30, 2020, certain of the Company’s U.S. subsidiaries entered into a committed revolving accounts receivable financing facility (the “AR Facility”) of up to $100.0 million with PNC Bank, National Association (“PNC”), as administrative agent and lender, and PNC Capital Markets, LLC, as structuring agent. The AR Facility was further amended by the First Amendment to the AR Facility, dated as of June 27, 2022, the Second Amendment to the AR Facility, dated as of January 31, 2023, the Third Amended to the AR Facility, dated as of March 27, 2024 (extending the AR facility to March 2027), the Fourth Amended to the AR Facility, dated as of August 12, 2024, and the Fifth Amendment to the AR Facility, dated as of September 13, 2024.
On March 19, 2026, certain of the Company’s U.S. subsidiaries entered into a Sixth Amendment to its AR Facility, extending the facility to March 2029.
In connection with the AR Facility, one of the Company’s U.S. subsidiaries, from time to time, sells and contributes receivables and certain related assets to a special purpose entity and wholly-owned U.S. subsidiary of the Company (the “SPE”). The SPE finances its acquisition of the receivables by obtaining secured loans from PNC and the other lenders party to a receivables financing agreement. A U.S. subsidiary of the Company services the receivables on behalf of the SPE for a fee. In addition, the Company has agreed to guarantee the performance by its subsidiaries. The Company and its subsidiaries do not guarantee the loan principal or interest under the receivables financing agreement or the collectability of the receivables under the AR Facility.
Amended and Restated Credit Agreement
The Company is party to its 2023 Credit Agreement, dated April 20, 2016 (as amended and restated as of November 26, 2019, as amended and restated as of May 5, 2023, as further amended by the First Amendment to the Credit Agreement, dated as March 27, 2024, the Second Amendment to the Credit Agreement, dated as of August 12, 2024, the Third Amendment to the Credit Agreement, dated as of September 13, 2024, the Fourth Amendment to the Credit Agreement, dated as of December 12, 2024, and the Fifth Amendment, dated as of June 16, 2025), (together the “Amended and Restated 2023 Credit Agreement”).
The Fifth Amendment, dated as of June 16, 2025 under the Amended and Restated 2023 Credit Agreement, among other things, fixed the aggregate revolving commitments at $325.0 million. The revolving credit facility under the Amended and Restated 2023 Credit Agreement is secured by substantially all existing and future U.S. assets of the Company, the Goderich mine in Ontario, Canada, and capital stock of certain subsidiaries.
As of March 31, 2026, the Company had no borrowings outstanding under its revolving credit facility. Also, as of March 31, 2026, outstanding letters of credit totaling $20.2 million further reduced the available borrowing capacity under the Company’s $325.0 million revolving credit facility to $304.8 million. Borrowings, if any, accrue interest at a rate per annum based on, at the Company’s option, the Adjusted Term SOFR Rate, Adjusted EURIBO Rate, Canadian Prime Rate, or Sterling Overnight Index Average, plus applicable margin.
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8. COMMITMENTS AND CONTINGENCIES
The Company is subject to legal and administrative proceedings, environmental remediation liabilities, and claims of various types from the ordinary course of the Company’s business. If management believes that a loss arising from these actions is probable and can reasonably be estimated, the Company records the amount of the loss or the minimum estimated liability when the loss is estimated using a range and no point is more probable than another. As additional information becomes available, any potential liability related to these actions is assessed and the estimates are revised, if necessary.
Management cannot predict the outcome of legal claims and proceedings with certainty. Nevertheless, management believes that the outcome of legal proceedings and claims, which are pending or known to be threatened, even if determined adversely, will not, individually or in the aggregate, have a material adverse effect on the Company’s results of operations, cash flows or financial position given current insurance coverage, except as otherwise described in this Note 8.
Beginning on February 1, 2023, two shareholder derivative lawsuits were filed in the United States District Court for the District of Kansas against certain directors and executives of the Company, purportedly on behalf of the Company, alleging breaches of fiduciary duties arising from materially false and misleading statements and omissions during the period from October 30, 2017 to October 21, 2022. The court consolidated the actions on February 28, 2025. On October 14, 2025, the court approved a settlement resolving the consolidated derivative action, pursuant to which the Company agreed to adopt certain corporate governance reforms, and insurers for the defendant directors and executives paid the full amount of the awarded legal fees and expenses in accordance with the court’s order and the settlement agreement.
On April 24, 2024, a putative securities class action was filed in the United States District Court for the District of Kansas against the Company and certain individuals, alleging materially false and misleading statements during the period from February 8, 2023 to March 25, 2024, regarding Fortress North America, the Company’s former fire retardant business. An amended complaint was filed on February 10, 2025. On January 7, 2026, the court granted final approval of a settlement resolving the matter for $4.9 million, which was consented to by the Company’s insurers, with approximately $1.0 million paid by the Company.
Beginning on October 30, 2024, two shareholder derivative lawsuits were filed against certain current and former officers and directors of the Company, purportedly on behalf of the Company, alleging that misleading statements and omissions were made regarding the Company’s fire retardant business during the period from November 29, 2023 to March 22, 2024. The court consolidated the actions on June 3, 2025, and an amended consolidated complaint was filed on July 30, 2025, which added an additional defendant and asserted additional claims. On February 20, 2026, the court granted final approval of a settlement resolving the derivative actions. Pursuant to the settlement, the Company agreed to implement certain corporate governance reforms, and the Company’s insurers agreed to pay legal fees and expenses to plaintiffs’ counsel.
On October 25, 2024, the Company issued a recall for specific production lots of food-grade salt produced at its Goderich Plant following a customer report of a non-organic, foreign material in its product. The Company subsequently expanded the voluntary recall to include food products from the Goderich Plant between September 18, 2024 and November 6, 2024. The Company followed recall protocol and notified its BRCGS Global Standard for Food Safety certifying body, the Canadian Food Inspection Agency (“CFIA”) and the U.S. Food and Drug Administration (“FDA”). The Company has completed its investigation and continues to assess the scope and magnitude of asserted and potential customer claims related to the recall. At this time, based on currently available information and its applicable insurance coverage, the Company does not believe any incremental losses will have a material adverse effect on its results of operations or cash flows in future periods. The recall in the United States, supervised by the FDA, is complete, and the matter is closed with FDA. The CFIA has conducted a follow-up inspection of the Goderich Plant to verify compliance with regulatory requirements and identified no non-compliances.
In March 2026, the Company submitted a remediation plan to the State of Utah to address a diesel release from underground piping at a fueling station located at its Ogden, Utah facility. As of March 31, 2026, the Company recorded an estimated liability of $2.8 million, included in Accrued expenses and other current liabilities and estimated insurance recoveries of $2.3 million, included in Receivables related to this matter. Environmental liabilities may decline as remediation spending occurs.
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9. OPERATING SEGMENTS
The Company’s reportable segments are strategic business units that offer different products and services, and each business requires different technology and marketing strategies. The Company has presented two reportable segments in its Condensed Consolidated Financial Statements: Salt and Plant Nutrition. The Salt segment produces and markets salt, consisting primarily of sodium chloride and magnesium chloride, for use in road deicing for winter roadway safety and for dust control, food processing, water softening and other consumer, agricultural and industrial applications. The Plant Nutrition segment produces and markets various grades of SOP. On March 1, 2026, the Company sold its SOP business in Wynyard, Saskatchewan, Canada included in the Plant Nutrition segment, see Note 3. Dispositions for further information. The results of operations for the Company’s records management businesses are included in Corporate and Other in the tables below.
The chief operating decision maker (“CODM”) is the Company’s President and Chief Executive Officer. The primary measure of segment profit or loss used by the CODM to regularly evaluate performance, make key operating decisions and determine resource allocation of and among each operating segment is operating income.
Segment information is as follows (in millions):
| Three Months Ended March 31, 2026 | Salt | Plant Nutrition | Corporate & Other(a) | Total | ||||||||||||||||||||||
Sales to external customers(b) | $ | $ | $ | $ | ||||||||||||||||||||||
| Intersegment sales | ( | — | ||||||||||||||||||||||||
| Shipping and handling cost | ||||||||||||||||||||||||||
| Product cost | ||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||||||||
| Operating income (loss) | ( | |||||||||||||||||||||||||
| Other Segment Disclosures: | ||||||||||||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||||||||||||
Loss on sale of business, net(d) | ||||||||||||||||||||||||||
| Total assets (as of end of period) | ||||||||||||||||||||||||||
| Three Months Ended March 31, 2025 | Salt | Plant Nutrition | Corporate & Other(a) | Total | ||||||||||||||||||||||
Sales to external customers(b) | $ | $ | $ | $ | ||||||||||||||||||||||
| Intersegment sales | ( | — | ||||||||||||||||||||||||
| Shipping and handling cost | ||||||||||||||||||||||||||
| Product cost | ||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||||||||
Loss on impairments(c) | ||||||||||||||||||||||||||
| Other operating expense (income) | ( | ( | ||||||||||||||||||||||||
| Operating income (loss) | ( | ( | ( | |||||||||||||||||||||||
| Other Segment Disclosures: | ||||||||||||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||||||||||||
| Total assets (as of end of period) | ||||||||||||||||||||||||||
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| Six Months Ended March 31, 2026 | Salt | Plant Nutrition | Corporate & Other(a) | Total | ||||||||||||||||||||||
Sales to external customers(b) | $ | $ | $ | $ | ||||||||||||||||||||||
| Intersegment sales | ( | — | ||||||||||||||||||||||||
| Shipping and handling cost | ||||||||||||||||||||||||||
| Product cost | ||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||||||||
| Operating income (loss) | ( | |||||||||||||||||||||||||
| Other Segment Disclosures: | ||||||||||||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||||||||||||
Loss on sale of business, net(d) | ||||||||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||||||||
| Six Months Ended March 31, 2025 | Salt | Plant Nutrition | Corporate & Other(a) | Total | ||||||||||||||||||||||
Sales to external customers(b) | $ | $ | $ | $ | ||||||||||||||||||||||
| Intersegment sales | ( | — | ||||||||||||||||||||||||
| Shipping and handling cost | ||||||||||||||||||||||||||
| Product cost | ||||||||||||||||||||||||||
| Gross profit (loss) | ( | ( | ||||||||||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||||||||
Loss on impairments(c) | ||||||||||||||||||||||||||
| Other operating expense (income) | ( | ( | ||||||||||||||||||||||||
| Operating income (loss) | ( | ( | ( | |||||||||||||||||||||||
| Other Segment Disclosures: | ||||||||||||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||||||||
Disaggregated revenue by product type is as follows (in millions):
| Three Months Ended March 31, 2026 | Salt | Plant Nutrition | Corporate & Other(a) | Total | ||||||||||||||||||||||
| Highway Deicing Salt | $ | $ | $ | $ | ||||||||||||||||||||||
| Consumer & Industrial Salt | ||||||||||||||||||||||||||
| SOP | ||||||||||||||||||||||||||
| Eliminations & Other | ( | |||||||||||||||||||||||||
| Sales to external customers | $ | $ | $ | $ | ||||||||||||||||||||||
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| Three Months Ended March 31, 2025 | Salt | Plant Nutrition | Corporate & Other(a) | Total | ||||||||||||||||||||||
| Highway Deicing Salt | $ | $ | $ | $ | ||||||||||||||||||||||
| Consumer & Industrial Salt | ||||||||||||||||||||||||||
| SOP | ||||||||||||||||||||||||||
| Eliminations & Other | ( | |||||||||||||||||||||||||
| Sales to external customers | $ | $ | $ | $ | ||||||||||||||||||||||
| Six Months Ended March 31, 2026 | Salt | Plant Nutrition | Corporate & Other(a) | Total | ||||||||||||||||||||||
| Highway Deicing Salt | $ | $ | $ | $ | ||||||||||||||||||||||
| Consumer & Industrial Salt | ||||||||||||||||||||||||||
| SOP | ||||||||||||||||||||||||||
| Eliminations & Other | ( | |||||||||||||||||||||||||
| Sales to external customers | $ | $ | $ | $ | ||||||||||||||||||||||
| Six Months Ended March 31, 2025 | Salt | Plant Nutrition | Corporate & Other(a) | Total | ||||||||||||||||||||||
| Highway Deicing Salt | $ | $ | $ | $ | ||||||||||||||||||||||
| Consumer & Industrial Salt | ||||||||||||||||||||||||||
| SOP | ||||||||||||||||||||||||||
| Eliminations & Other | ( | |||||||||||||||||||||||||
| Sales to external customers | $ | $ | $ | $ | ||||||||||||||||||||||
(a)Corporate and Other includes corporate entities, records management operations and other incidental operations and eliminations. Operating income (loss) for Corporate and Other includes indirect corporate overhead, including costs for general corporate governance and oversight, as well as costs for human resources, information technology, legal and finance functions.
(b)Sales to external customers are net of intersegment sales.
(c)The Company recorded a pre-tax Loss on sale of business, net, of $14.6 million, which included $13.1 million of cumulative foreign currency translation adjustments reclassified from Accumulated other comprehensive loss, for both the three and six months ended March 31, 2026.
(d)The Company recorded an impairment loss of $53.0
(e)For the three and six months ended March 31, 2025, the Company recorded costs of $0.9 million and $1.8 million, respectively, related to a recall of food-grade salt produced at its Goderich plant.
(f)For the three and six months ended March 31, 2025, the Company incurred severance and related charges of $4.0
10. STOCKHOLDERS’ EQUITY AND EQUITY INSTRUMENTS
Equity Compensation Awards
The 2020 Incentive Award Plan (as amended from time to time, the “2020 Plan”) provides for grants of equity awards to executive officers, other employees and directors, including restricted stock units (“RSUs”), performance stock units (“PSUs”), stock options, deferred stock units (“DSUs”) and other equity-based awards.
Stock-based compensation expense recorded in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations was $2.2 million and $2.8 million for the three months ended March 31, 2026 and March 31, 2025, respectively, and $4.5 million and $6.7 million for the six months ended March 31, 2026 and March 31, 2025, respectively. As of March 31, 2026, there was approximately $12.7 million of total estimated unrecognized compensation cost, assuming attainment of the performance target estimates, related to stock-based compensation arrangements expected to be recognized over a weighted average period of approximately 1.7 years.
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Non-Employee Director Compensation. Non-employee directors may elect to receive quarterly fees payable for their service in cash, common stock, or defer all or a portion of such fees into DSUs, equivalent to the value of the Company’s common stock. During the six months ended March 31, 2026, common shares of 8,971 were issued from treasury shares for director compensation related to quarterly fees payable and 4,076 deferred stock units. Annual non-employee director equity compensation is granted in the form of RSUs or DSUs at their election and will vest on the earlier of the day immediately preceding the Issuer's next annual meeting (as long as the meeting is held at least 50 weeks from the grant date) and the first anniversary of the grant date. In relation to these annual fees, the Company granted 33,068 RSUs and 16,982 DSUs to directors during the six months ended March 31, 2026. Additionally, as dividends are declared on the Company’s common stock, these deferred stock units are entitled to accrete dividends in the form of additional units based on the stock price on the dividend payment date. Accumulated deferred stock units are distributed in the form of Company common stock at a future specified date or following resignation from the Board of Directors, based upon the director’s annual election.
RSUs. During the six months ended March 31, 2026, the Company granted 478,287 RSUs which vest after to three years of service entitling the holders to one share of common stock for each vested RSU. The unvested RSUs do not have voting rights but are entitled to receive non-forfeitable dividends or other distributions that may be declared on the Company’s common stock equal to the per-share dividend declared. The closing stock price on the date of each grant was used to determine the fair value of RSUs.
PSUs. During the six months ended March 31, 2026, the Company granted 182,071 PSUs based upon certain performance criteria and metrics (“2026 Scorecard PSUs”). The actual number of shares of common stock that may be earned with respect to 2026 Scorecard PSUs is calculated based upon the attainment of certain thresholds for free cash flow and return on capital employed during each year of the three-year performance period and may range from 0 % to 200 % for each measure. Additionally, a modifier will increase or decrease the payout by 20 % based upon relative total shareholder return against the Company’s peer group.
To estimate the fair value of the 2026 Scorecard PSUs on the grant date, the Company used a Monte-Carlo simulation model. This model uses historical stock prices to estimate expected volatility and the Company’s correlation to the peer group. The input for the expected stock price volatility was 48 %. In addition, the Company used inputs for the risk-free rate of 3.5 %, expected dividend yield of 0 %, and the Company’s closing stock price on the grant date to estimate the fair value of the 2026 Scorecard PSUs. The Company will adjust the expense of the 2026 Scorecard PSUs based upon its estimate of the number of shares that will ultimately vest at each interim date during the vesting period.
Options. Substantially all of the stock options granted vest ratably, in tranches, over a four-year service period. Unexercised options expire after seven years . Options do not have dividend or voting rights. Upon vesting, each option can be exercised to purchase one share of the Company’s common stock.
The following table summarizes stock-based compensation activity during the six months ended March 31, 2026:
| Stock Options | RSUs | PSUs(a) | ||||||||||||||||||||||||||||||||||||
| Number | Weighted-average exercise price | Number | Weighted-average fair value | Number | Weighted-average fair value | |||||||||||||||||||||||||||||||||
Outstanding at September 30, 2025 | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||||||||||||||
Released from restriction(b) | ( | |||||||||||||||||||||||||||||||||||||
| Cancelled/expired | ( | ( | ||||||||||||||||||||||||||||||||||||
Outstanding at March 31, 2026 | $ | $ | $ | |||||||||||||||||||||||||||||||||||
(a)Until the performance period is completed, PSUs are included in the table at the target level at their grant date and at that target level represents one share of common stock per PSU.
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Accumulated Other Comprehensive Loss (“AOCL”)
The following table presents the change in AOCL by component (in millions):
Six Months Ended March 31, 2026(a) | Gains and (Losses) on Cash Flow Hedges | Defined Benefit Pension | Other Post-Employment Benefits | Foreign Currency | Total | |||||||||||||||||||||||||||
| Beginning balance | $ | ( | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||
Other comprehensive loss before reclassifications(b) | ( | ( | ( | |||||||||||||||||||||||||||||
Amounts reclassified from AOCL(c)(d)(e) | ||||||||||||||||||||||||||||||||
| Net current period other comprehensive income (loss) | ( | |||||||||||||||||||||||||||||||
| Ending balance | $ | ( | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||
(a)With the exception of the CTA and cash flow hedges, for which no tax effect is recorded, the changes in the components of AOCL presented in the tables above are reflected net of applicable income taxes.
(b)The Company recorded foreign exchange gain of $0.2 million in the six months ended March 31, 2026, in AOCL related to intercompany notes which were deemed to be of a long-term investment nature.
(c)Cash flow hedge amounts reclassified from AOCL to expense (income) were included in Product cost in the Condensed Consolidated Statements of Operations.
(d)Defined benefit pension amounts reclassified from AOCL to expense (income) were included in Other expense, net in the Condensed Consolidated Statements of Operations.
(e)Foreign currency amounts reclassified from AOCL to expense (income) were included in Loss on sale of business, net in the Condensed Consolidated Statements of Operations. See Note 3. Dispositions for further information.
11. DERIVATIVE FINANCIAL INSTRUMENTS
The Company is subject to various types of market risks, including interest rate risk, foreign currency exchange rate transaction and translation risk and commodity pricing risk. Management may take actions to mitigate the exposure to these types of risks, including entering into forward purchase contracts and other financial instruments. The Company manages a portion of its commodity pricing risks and foreign currency exchange rate risks by using derivative instruments. From time to time, the Company may enter into foreign exchange contracts to mitigate foreign exchange risk. The Company does not seek to engage in trading activities or take speculative positions with any financial instrument arrangement. The Company enters into natural gas derivative instruments and foreign currency derivative instruments with counterparties it views as creditworthy. However, the Company does attempt to mitigate its counterparty credit risk exposures by, among other things, entering into master netting agreements with some of these counterparties. The Company records derivative financial instruments as either assets or liabilities at fair value in its Condensed Consolidated Balance Sheets and the balances were not material as of March 31, 2026 and September 30, 2025.
Natural Gas Derivative Instruments
Natural gas is consumed at several of the Company’s production facilities, and changes in natural gas prices impact the Company’s operating margin. The Company seeks to reduce the earnings and cash flow impacts of changes in market prices of natural gas by fixing the purchase price of up to 90 % of its forecasted natural gas usage. It is the Company’s policy to consider hedging portions of its natural gas usage up to 36 months in advance of the forecasted purchase. As of March 31, 2026, the Company had entered into natural gas derivative instruments to hedge a portion of its natural gas purchase requirements through December 31, 2027. As of March 31, 2026 and September 30, 2025, the Company had agreements in place to hedge forecasted natural gas purchases of 2.5 million and 2.6 million MMBtus, respectively. All natural gas derivative instruments
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held by the Company as of March 31, 2026 and September 30, 2025 qualified and were designated as cash flow hedges. The Company recorded a net expense related to the natural gas cash flow hedges of $0.0 million and $0.4 million, in Product costs, during the three months ended March 31, 2026 and March 31, 2025, respectively, and $0.5 million and $1.0 million, during the six months ended March 31, 2026 and March 31, 2025, respectively. As of March 31, 2026, the Company expects to reclassify $1.8 million of net losses on natural gas derivative instruments from AOCL to earnings during the next twelve months. Refer to Note 12. Fair Value Measurements for the estimated fair value of the Company’s natural gas derivative instruments as of March 31, 2026 and Note 10. Stockholders’ Equity and Equity Instruments for the activity related to AOCL.
The following tables present the fair value of the Company’s derivatives (in millions):
| Asset Derivatives | Liability Derivatives | |||||||||||||||||||||||||
| Consolidated Balance Sheet Location | March 31, 2026 | Consolidated Balance Sheet Location | March 31, 2026 | |||||||||||||||||||||||
| Derivatives designated as hedging instruments: | ||||||||||||||||||||||||||
| Commodity contracts | Other current assets | $ | Accrued expenses and other current liabilities | $ | ||||||||||||||||||||||
| Commodity contracts | Other assets | Other noncurrent liabilities | ||||||||||||||||||||||||
Total derivatives(a) | $ | $ | ||||||||||||||||||||||||
(a)The Company has master netting agreements with its commodity hedge counterparties and accordingly has netted in its Consolidated Balance Sheets $4.3 million of its commodity contracts that are in current receivable positions against its contracts in current payable positions and $1.5 million in long-term other asset positions against its contracts in other noncurrent liabilities positions.
| Asset Derivatives | Liability Derivatives | |||||||||||||||||||||||||
| Consolidated Balance Sheet Location | September 30, 2025 | Consolidated Balance Sheet Location | September 30, 2025 | |||||||||||||||||||||||
| Derivatives designated as hedging instruments: | ||||||||||||||||||||||||||
| Commodity contracts | Other current assets | $ | Accrued expenses and other current liabilities | $ | ||||||||||||||||||||||
| Commodity contracts | Other assets | Other noncurrent liabilities | ||||||||||||||||||||||||
Total derivatives(a) | $ | $ | ||||||||||||||||||||||||
(a)The Company has master netting agreements with its commodity hedge counterparties and accordingly has netted in its Condensed Consolidated Balance Sheets $7.8 million of its commodity contracts that are in receivable positions against its contracts in payable positions.
12. FAIR VALUE MEASUREMENTS
The Company’s financial instruments are measured and reported at their estimated fair values. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction. When available, the Company uses quoted prices in active markets to determine the fair values for its financial instruments (Level 1 inputs) or, absent quoted market prices, observable market-corroborated inputs over the term of the financial instruments (Level 2 inputs). The Company does not have any unobservable inputs that are not corroborated by market inputs (Level 3 inputs).
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Recurring Fair Value Measurements
The following tables summarizes the fair value hierarchy for each type of instrument carried at fair value on a recurring basis (in millions):
Fair Value Measurements at March 31, 2026 Using | ||||||||||||||||||||||||||
Total Carrying Value at March 31, 2026 | Quoted Prices in Active Market (Level One) | Significant Other Observable Inputs (Level Two) | Significant Unobservable Inputs (Level Three) | |||||||||||||||||||||||
| Asset Class: | ||||||||||||||||||||||||||
Mutual fund investments in a non-qualified savings plan(a)(b) | $ | $ | $ | $ | ||||||||||||||||||||||
| Derivatives – natural gas instruments, net | ||||||||||||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
| Liability Class: | ||||||||||||||||||||||||||
| Derivatives - natural gas instruments, net | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities related to non-qualified savings plan | ||||||||||||||||||||||||||
| Total liabilities at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
(a)Includes mutual fund investments of approximately 34 % in common stock of large-cap U.S. companies, 4 % in common stock of small to mid-cap U.S. companies, 2 % in the common stock of international companies, 9 % in bond funds, 16 % in short-term investments, and 35 % in blended funds.
(b)The investments related to a non-qualified deferred compensation arrangement on behalf of certain members of management. The Company has a liability for the related-party transaction recorded on Other noncurrent liabilities for deferred compensation obligation.
| Fair Value Measurements at September 30, 2025 Using | ||||||||||||||||||||||||||
| Total Carrying Value at September 30, 2025 | Quoted Prices in Active Market (Level One) | Significant Other Observable Inputs (Level Two) | Significant Unobservable Inputs (Level Three) | |||||||||||||||||||||||
| Asset Class: | ||||||||||||||||||||||||||
Mutual fund investments in a non-qualified savings plan(a)(b) | $ | $ | $ | $ | ||||||||||||||||||||||
| Derivatives – natural gas instruments, net | ||||||||||||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
| Liability Class: | ||||||||||||||||||||||||||
| Derivatives - natural gas instruments, net | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities related to non-qualified savings plan | ||||||||||||||||||||||||||
| Total liabilities at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
(a)Includes mutual fund investments of approximately 29 % in common stock of large-cap U.S. companies, 4 % in common stock of small to mid-cap U.S. companies, 2 % in the common stock of international companies, 9 % in bond funds, 20 % in short-term investments, and 36 % in blended funds.
(b)The investments related to a non-qualified deferred compensation arrangement on behalf of certain members of management. The Company has a liability for the related-party transaction recorded on Other noncurrent liabilities for deferred compensation obligation.
Valuation Techniques: The Company holds marketable securities associated with its deferred contribution and pre-tax savings plans, which are valued based on readily available quoted market prices. The Company utilizes derivative instruments to manage its risk of changes in natural gas prices and foreign exchange rates (see Note 11. Derivative Financial Instruments). The fair values of the natural gas and foreign currency derivative instruments are determined using market data of forward prices for all of the Company’s contracts.
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Other Fair Value Measurements
The Company is required to disclose the fair value of financial instruments that are not recognized at fair value in the statement of financial position for which it is practicable to estimate that value (in millions):
Fair Value Measurements at March 31, 2026 Using | ||||||||||||||||||||||||||
Total Carrying Value at March 31, 2026 | Quoted Prices in Active Market (Level One) | Significant Other Observable Inputs (Level Two) | Significant Unobservable Inputs (Level Three) | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Fair Value Measurements at September 30, 2025 Using | ||||||||||||||||||||||||||
| Total Carrying Value at September 30, 2025 | Quoted Prices in Active Market (Level One) | Significant Other Observable Inputs (Level Two) | Significant Unobservable Inputs (Level Three) | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
13. SUPPLEMENTAL BALANCE SHEET INFORMATION
Other assets consisted of the following (in millions):
| March 31, 2026 | September 30, 2025 | |||||||||||||
| Other current assets | ||||||||||||||
| Prepaid taxes | $ | $ | ||||||||||||
| Other | ||||||||||||||
| Total other current assets | $ | $ | ||||||||||||
| Other noncurrent assets | ||||||||||||||
| Operating lease right-of-use assets, net | $ | $ | ||||||||||||
| Raw materials and supplies, net of allowance | ||||||||||||||
Deposits(a) | ||||||||||||||
| Other | ||||||||||||||
| Total other noncurrent assets | $ | $ | ||||||||||||
(a) Refer to Note 6. Income Taxes for further information.
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Other liabilities consisted of the following (in millions):
| March 31, 2026 | September 30, 2025 | |||||||||||||
| Accrued expenses and other current liabilities | ||||||||||||||
| Accrued expenses | $ | $ | ||||||||||||
| Legal and environmental liabilities | ||||||||||||||
| Current portion of operating lease liabilities | ||||||||||||||
| Other taxes payable | ||||||||||||||
| Total accrued expenses and other current liabilities | $ | $ | ||||||||||||
| Other noncurrent liabilities | ||||||||||||||
| Noncurrent portion of operating lease liabilities | $ | $ | ||||||||||||
Tax contingencies(a) | ||||||||||||||
| Other | ||||||||||||||
| Total other noncurrent liabilities | $ | $ | ||||||||||||
(a) Refer to Note 6. Income Taxes for further information.
14. NET INCOME (LOSS) PER SHARE
Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of outstanding common shares during the period. Diluted net income per share reflects the potential dilution that could occur under the more dilutive of either the treasury stock method or the two-class method for calculating the weighted-average number of outstanding common shares. Under the treasury stock method, potential shares of common shares outstanding are not included in the computation of diluted net income (loss) per share if their effect is anti-dilutive.
The following table sets forth the computation of basic and diluted net income (loss) per common share (in millions, except for share and per-share data):
| Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
Less: net income allocated to participating securities(a) | ( | ( | ||||||||||||||||||||||||
| Net income (loss) available to common stockholders | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Denominator (in thousands): | ||||||||||||||||||||||||||
| Weighted-average common shares outstanding for basic net income (loss) per share | ||||||||||||||||||||||||||
| Weighted-average effect of dilutive equity awards outstanding | ||||||||||||||||||||||||||
Shares for diluted net income (loss) per share(b) | ||||||||||||||||||||||||||
| Basic net income (loss) per common share | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Diluted net income (loss) per common share | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
(a)Weighted participating securities, consisting of RSUs that are entitled to non-forfeitable dividends if declared, totaled 889,000 and 792,000 for the three and six months ended March 31, 2026, respectively.
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15. RELATED PARTY TRANSACTIONS
The Company recorded SOP sales to certain subsidiaries of Koch Industries, Inc., which are considered related parties, of approximately $0.4 million and $0.8 million, for the three months ended March 31, 2026 and March 31, 2025, respectively, and $0.9 million and $1.9 million for the six months ended March 31, 2026 and March 31, 2025, respectively. As of March 31, 2026 and September 30, 2025, the Company recorded $0.0 million and $0.2 million, respectively, of receivables due from Koch Industries, Inc. in its Condensed Consolidated Balance Sheets. The Company had no
Effective December 18, 2025, a new member was appointed to the Company’s board of directors. The new director also serves as President and Chief Executive Officer of another company from which the Company purchased approximately $1.1 million and $2.2 million of salt-treatment materials during the three and six months ended March 31, 2026, respectively, constituting a related party transaction. In addition, the Company has a payable of approximately $0.1 million outstanding as of March 31, 2026, related to this transaction.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
All statements, other than statements of historical fact, contained in this Quarterly Report on Form 10-Q constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following: our mining and industrial operations; geological conditions; weather conditions; our continued ability to access ambient lake brine in the Great Salt Lake; dependency on a limited number of key production and distribution facilities and critical equipment; the inability to fund necessary capital expenditures or successfully complete capital projects; uncertainties in estimating our economically recoverable reserves and resources; the useful life of our mine properties; conversion of mineral resources into mineral reserves; strikes, other forms of work stoppage or slowdown or other union activities; supply constraints or price increases for energy, including the ongoing conflict in Iran and geopolitical tensions that could lead to significant disruption of global energy supplies and increases in global energy prices, and raw materials used in our production processes; our indebtedness and inability to pay our indebtedness; restrictions in our debt agreements that may limit our ability to operate our business or require accelerated debt payments; tax liabilities; the inability of our customers to access credit or a default by our customers of trade credit extended by us; financial assurance requirements; our payment of any dividends; the seasonal demand for our products; variables impacting effective inventory management may adversely impact our performance; the impact of anticipated changes in potash product prices and customer application rates; the impact of competition on the sales of our products; inflation risks; increasing costs or a lack of availability of transportation services; risks associated with our international operations and sales, including the impact of any tariffs and changes in currency exchange rates; conditions in the sectors where we sell products and supply and demand imbalances for competing products, including the impact of any tariffs; our rights and governmental authorizations to mine and operate our properties; risks related to unanticipated litigation or investigations or pending litigation or investigations or other contingencies; compliance with environmental, health and safety laws and regulations; environmental liabilities; compliance with foreign and United States (“U.S.”) laws and regulations related to import and export requirements and anti-corruption laws; changes in laws, industry standards and regulatory requirements, including any changes in tariffs imposed; product liability claims and product recalls; misappropriation or infringement claims relating to intellectual property; inability to obtain required product registrations or increased regulatory requirements; our ability to successfully implement our strategies; risks related to labor shortages and the loss of key personnel; a compromise of our computer systems, information technology or operations technology or the inability to protect confidential or proprietary data; climate change and related laws and regulations; our ability to expand our business through acquisitions and investments, realize anticipated benefits from acquisitions and investments and integrate acquired businesses; outbreaks of contagious disease or similar public health threats; domestic and international general business and economic conditions; our ability to successfully remediate the material weakness in our internal controls over financial reporting disclosed in this Form 10-Q; and other risks referenced from time to time in this report and our other filings with the Securities and Exchange Commission (the “SEC”), including Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the annual period ended September 30, 2025 (“2025 Form 10-K”).
In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” the negative of these terms or other comparable terminology. Forward-looking statements include without limitation statements about our outlook, including expected sales volumes and costs; existing or potential capital expenditures; capital projects and investments; the industry and our competition; projected sources of cash flow; potential legal liability; proposed or recently enacted legislation and regulatory action; the seasonal distribution of working capital requirements; our reinvestment of foreign earnings outside the U.S.; payment of future dividends and ability to reinvest in our business; our ability to optimize cash accessibility, minimize tax expense and meet debt service requirements; future tax payments, tax refunds and valuation allowances; leverage ratios; realization of potential savings from our restructuring activities; outcomes of matters with taxing authorities; the effects of currency fluctuations and inflation, including our ability to recover inflation-based cost increases; the seasonality of our business; and the effects of climate change. These forward-looking statements are only predictions. Actual events or results may differ materially.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We undertake no duty to update any of the forward-looking statements after the date hereof or to reflect the occurrence of unanticipated events.
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Unless the context requires otherwise, references to the “Company,” “Compass Minerals,” “our,” “us” and “we” refer to Compass Minerals International, Inc. (“CMI,” the parent holding company) and its consolidated subsidiaries. Except where otherwise noted, references to North America include only the continental U.S. and Canada, and references to the United Kingdom (“UK”) include only England, Scotland and Wales. Except where otherwise noted, all references to tons refer to “short tons” and all amounts are in U.S. dollars. One short ton equals 2,000 pounds and one metric ton equals 2,204.6 pounds. Compass Minerals and Protassium+ and combinations thereof, are trademarks of CMI or its subsidiaries in the U.S. and other countries.
Critical Accounting Estimates
A discussion of our critical accounting estimates used in preparation of our consolidated financial statements is presented under the heading "Management’s Discussion of Critical Accounting Estimates" in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 Form 10-K.
Company Overview
Compass Minerals is a leading global provider of essential minerals, including salt, sulfate of potash (“SOP”) specialty fertilizer and magnesium chloride. As of March 31, 2026, we operate 11 production and packaging facilities, including:
•The largest rock salt mine in the world in Goderich, Ontario, Canada;
•The largest dedicated rock salt mine in the UK in Winsford, Cheshire;
•A solar evaporation facility located near Ogden, Utah, which is both the largest sulfate of potash specialty fertilizer production site and the largest solar salt production site in the Western Hemisphere; and
•Several mechanical evaporation facilities producing consumer and industrial salt.
Our Salt segment provides highway deicing salt to customers in North America and the UK as well as consumer deicing and water conditioning products, ingredients used in consumer and commercial food preparation, and other salt-based products for consumer, industrial, chemical and agricultural applications in North America. In the UK, we operate a records management business, included in Corporate and Other, utilizing excavated areas of our Winsford salt mine with one other location in London, England.
Our Plant Nutrition segment produces and markets SOP products in various grades worldwide to distributors and retailers of crop inputs, as well as growers and for industrial uses. We market our SOP under the trade name Protassium+®.
Sale and Disposition of Wynyard SOP Business. On February 3, 2026, we entered into a share purchase agreement (the “Share Purchase Agreement”) to sell our SOP business in Wynyard, Saskatchewan, Canada. The Share Purchase Agreement provided for total consideration of approximately $30.8 million, prior to indebtedness and working capital adjustments of $2.1 million. The transaction closed on March 1, 2026. At closing, we received cash proceeds of $23.2 million, net of (i) $3.9 million placed in escrow, (ii) $1.3 million of cash on hand transferred to the buyer, and (iii) $0.3 million of transaction costs. As a result of the transaction, we recorded a pre-tax loss on sale of business, net, of $14.6 million, which included $13.1 million of foreign currency translation adjustments reclassified from Accumulated other comprehensive loss, for both the three and six months ended March 31, 2026. Prior to the sale and disposition, the results of the Wynyard SOP business were included in the Plant Nutrition operating segment and represented less than 3% of the Company’s total sales. See Note 3. Dispositions in the Notes to Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.
AR Securitization Facility. On March 19, 2026, certain of our U.S. subsidiaries entered into a Sixth Amendment to our Accounts Receivable Securitization Facility (“AR Facility”) of up to $100.0 million with PNC Bank, National Association (“PNC”), as administrative agent and lender, and PNC Capital Markets, LLC, as structuring agent, extending the facility to March 2029.
Redemption of 2027 Notes. On March 30, 2026, we redeemed in full the remaining $150.0 million outstanding 6.75% Senior Notes due 2027 (the “2027 Notes”) using cash on hand at 100% of principal plus accrued interest.
Tariffs. We continue to monitor the current tariff landscape including the U.S. Supreme Court decision overturning U.S. tariffs initiated in calendar 2025. As our products are United States-Mexico-Canada (“USMCA”) compliant under the USMCA trade agreement, we had minimal impact from tariff developments. Accordingly, our exports from Canada into the United States are exempt from tariffs at this time.
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OBBBA. On July 4, 2025, the U.S. enacted a budget reconciliation package known as the “One Big Beautiful Bill Act of 2025” (“OBBBA”), which includes both tax and non-tax provisions. While the Company is benefiting from the relaxing of interest deduction limitations, the Company does not view the OBBBA to significantly impact its income tax profile.
Consolidated Results of Operations
The following is a summary of our consolidated results of operations for the three and six months ended March 31, 2026 (also referred to as “QTR 2026” and “YTD 2026,” respectively) and three and six months ended March 31, 2025 (also referred to as “QTR 2025” and “YTD 2025,” respectively). The following discussion should be read in conjunction with the information contained in our Condensed Consolidated Financial Statements and the notes thereto included in this Quarterly Report on Form 10-Q.
THREE AND SIX MONTHS ENDED MARCH 31
Commentary: Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
•Total sales decreased 8.4%, or $41.4 million, primarily due to lower Salt segment sales. The decrease in sales for Salt was driven by a 21.6% decline in deicing sales volumes and a 0.4% decrease in consumer and industrial sales volumes, partially offset by a combined average sales price increase of 9.7% between the two periods. Plant Nutrition sales increased 14.9%, compared to the prior-year period, due to higher average sales prices and higher sales volumes.
•Operating income of $56.0 million improved by $59.1 million from an operating loss of $3.1 million in the prior-year period, primarily reflecting higher Plant Nutrition operating income and no loss on impairment recorded during the three months ended March 31, 2026, compared to a $53.0 million loss on impairment recorded during the three months ended March 31, 2025. Salt operating income decreased by $1.7 million, primarily due to lower sales volumes and higher per-unit product and per-unit shipping and handling costs. Plant Nutrition operating income was $7.6 million and improved from a prior period operating loss of $1.8 million, primarily due to higher average sales prices, lower per-unit product and per-unit shipping and handling costs, and higher sales volumes.
•Diluted net income per common share of $0.30 improved by $1.07 from $0.77 net loss per common share in the prior-year period.
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•Net income was $12.7 million for the three months ended March 31, 2026, compared to a net loss of $32.0 million for the three months ended March 31, 2025, primarily reflecting lower impairment losses, higher gross profit and foreign exchange gains, and reduced selling, general and administrative expense, partially offset by a higher income tax expense and recognition of a loss on the sale of the Wynyard SOP business.
Commentary: Six Months Ended March 31, 2026 Compared to Six Months Ended March 31, 2025
•Total sales increased 5.9%, or $47.5 million, during the six months ended March 31, 2026 compared to the prior-year period. The higher Salt segment sales was driven by higher Salt combined average sale prices of 6.6% and higher consumer and industrial sales volumes of 6.5%, partially offset by lower highway deicing sales volumes of 1.9%. Plant Nutrition sales increased 6.8%, compared to the prior-year period, primarily due to higher average sales prices, partially offset by lower sales volumes.
•Operating income of $92.6 million improved by $95.2 million from an operating loss of $2.6 million in the prior-year period, primarily reflecting higher Salt and Plant Nutrition operating income and no loss on impairment recorded during the six months ended March 31, 2026, compared to a $53.0 million loss on impairment recorded during the six months ended March 31, 2025. Salt operating income increased $18.0 million, primarily due to higher combined average sales prices, partially offset by lower sales volumes and higher per-unit product and per-unit shipping and handling costs. Plant Nutrition operating income was $13.0 million and improved from a prior-year period operating loss of $4.9 million, primarily due to higher average sales prices and lower per-unit product and per-unit shipping and handling costs, partially offset by lower sales volumes.
•Diluted net income per common share of $0.73 improved by $2.07 from $1.34 net loss per common share in the prior-year period.
•Net income was $31.3 million for the six months ended March 31, 2026, compared to a net loss of $55.6 million for the six months ended March 31, 2025, primarily reflecting lower impairment losses, higher gross profit, reduced selling, general and administrative expenses, and lower income tax expense, and other expense, partially offset by the recognition of a loss on the sale of the Wynyard SOP business.
THREE AND SIX MONTHS ENDED MARCH 31
Commentary: Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Gross Profit and Gross Margin:
•Gross profit increased 8.1%, or $6.2 million, primarily due to the higher Plant Nutrition segment gross profit, partially offset by lower Salt segment gross profit. Gross margin increased 2.8 percentage points to 18.3%.
•Salt segment gross profit decreased $3.7 million, primarily due to lower sales volumes and higher per-unit product and per-unit shipping and handling costs. Salt per-unit shipping and handling cost increases were due to a combination of inflationary pressure on logistic rates and wider mix of shipping points.
•The gross profit of the Plant Nutrition segment increased $8.8 million, due to higher average sales prices and lower per-unit product and per-unit shipping and handling costs. Plant Nutrition per-unit shipping and handling cost decreases reflect a combination of changes in customer and mode of transportation mix and inflationary pressure on logistic rates.
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Commentary: Six Months Ended March 31, 2026 Compared to Six Months Ended March 31, 2025
Gross Profit and Gross Margin:
•Gross profit increased 31.6%, or $35.1 million, driven by higher Plant Nutrition and Salt segment gross profits. Gross margin increased 3.3 percentage points to 17.2%.
•Salt segment gross profit increased $15.2 million, primarily due to higher average sales prices, partially offset by lower sales volumes and higher per-unit product and per-unit shipping and handling costs. Salt per-unit shipping and handling cost increases were due to a combination of inflationary pressure on logistic rates and wider mix of shipping points.
•The gross profit of the Plant Nutrition segment increased $17.3 million, due to higher average sales prices and lower per-unit product and per-unit shipping and handling costs, which were partially offset by lower sales volumes. Plant Nutrition per-unit shipping and handling cost decreases reflect a combination of changes in customer and mode of transportation mix and inflationary pressure on logistic rates.
OTHER EXPENSES AND INCOME
Commentary: Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Selling, General and Administrative Expenses:
•The decrease of $2.6 million in selling, general and administrative expense from $29.6 million to $27.0 million during the three months ended March 31, 2026, compared to three months ended March 31, 2025, was primarily due to a reduction in corporate compensation expense.
Loss on Impairments:
•No impairment loss was recorded during the three months ended March 31, 2026. During the three months ended March 31, 2025, we recorded an impairment loss of $53.0 million related to the exit of the Fortress fire retardant business. See Note 3. Dispositions in the Notes to Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q.
Other Operating Income:
•Other operating income was $0.0 and $2.7 million, for the three months ended March 31, 2026 and March 31, 2025, respectively. Other operating income in the prior-year period was primarily due to a gain from changes in contingent consideration related to the Fortress acquisition, partially offset by severance costs associated with the decision to exit the Fortress fire retardant business. See Note 3. Dispositions in the Notes to Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q.
Interest Income:
•The increase in interest income of 0.4 million during the current period was primarily due to the higher average cash balance in the current year.
Interest Expense:
•Interest expense was relatively unchanged at $17.9 million for the three months ended March 31, 2026, compared to $18.0 million for the three months ended March 31, 2025.
Loss on Sale of Business, Net:
•The sale of our Wynyard SOP business during the three months ended March 31, 2026, resulted in a pre-tax loss on sale of business, net, of $14.6 million, which included $13.1 million of cumulative foreign currency translation adjustments reclassified from Accumulated other comprehensive loss. See Note 3. Dispositions in the Notes to Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q.
Gain on Foreign Exchange, Net:
•Foreign exchange gain was $5.6 million during the three months ended March 31, 2026, compared to a gain of $0.1 million in the same quarter of the prior-year period, primarily reflecting the translation of our intercompany loans from Canadian dollars to U.S. dollars.
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Loss on Extinguishment of Debt:
•During the three months ended March 31, 2026, we recorded a $0.5 million loss on extinguishment of debt related to the write-off of deferred financing costs from the redemption of the 2027 Notes, with no comparable activity in the prior-year period.
Other Expense, net:
•Other expense was $0.5 million for the three months ended March 31, 2026, compared to $1.4 million for the three months ended March 31, 2025, which primarily reflected credit agreement modification fees incurred in December 2024.
Income Tax Expense:
•Income tax expense increased by $6.2 million for the three months ended March 31, 2026, versus the three months ended March 31, 2025, primarily due to the book loss on sale of the Wynyard SOP business in the three months ended March 31, 2026, which resulted in additional tax expense due to differences in book and tax basis. See Note 6. Income Taxes and Note 3. Dispositions in the Notes to Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q.
•Our effective tax rate was 55.7% for the three months ended March 31, 2026, which is primarily driven by the income mix by country with income recognized in foreign jurisdictions, for which tax expense was recorded, offset by losses recognized in the U. S. for which a valuation allowance has been recorded against the U.S. tax benefit as well as the impacts of the sale of the Wynyard SOP business noted above. See Note 6. Income Taxes and Note 3. Dispositions in the Notes to Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q.
•Our income tax provision for the three months ended March 31, 2026 and March 31, 2025 differs from the U.S. statutory rate primarily due to U.S. statutory depletion, state income taxes, nondeductible executive compensation, foreign income, mining and withholding taxes, impacts of the sale of the Wynyard SOP business, valuation allowance expense, and base erosion and anti-abuse tax.
Commentary: Six Months Ended March 31, 2026 Compared to Six Months Ended March 31, 2025
SG&A:
•The decrease of $9.3 million in selling, general and administrative expense from $62.9 million to $53.6 million during the six months ended March 31, 2026, compared to the six months ended March 31, 2025, was primarily due to reductions in corporate compensation expense, professional services and legal fees.
Loss on Impairments:
•No impairment loss was recorded during the six months ended March 31, 2026. During the six months ended March 31, 2025, we recorded an impairment loss of $53.0 million related to the exit of the Fortress fire retardant business. See Note 3. Dispositions in the Notes to Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q.
Other Operating Income:
•Other operating income was $0.0 million and $2.2 million, for the six months ended March 31, 2026 and March 31, 2025, respectively. Other operating income in the prior-year period was mostly due to changes in contingent consideration related to the Fortress acquisition and a net increase in severance costs resulting from the decision to exit the Fortress fire retardant business. See Note 3. Dispositions in the Notes to Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q.
Interest Income:
•The increase in interest income of $0.3 million during the current period was primarily due to the higher average cash balance in the current year.
Interest Expense:
•Interest expense was $36.0 million, for the six months ended March 31, 2026, compared to $34.9 million, for the six months ended March 31, 2025.
Gain on Foreign Exchange, Net:
•Foreign exchange gain was $3.5 million during the six months ended March 31, 2026, compared to a gain of $5.3 million in the prior-year period, primarily reflecting the translation of our intercompany loans from Canadian dollars to U.S. dollars.
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Loss on Sale of Business, Net:
•The sale of our Wynyard SOP business during the six months ended March 31, 2026, resulted in a pre-tax loss on sale of business, net, of $14.6 million, which included $13.1 million of cumulative foreign currency translation adjustments reclassified from Accumulated other comprehensive loss, with no comparable activity in the prior-year period. See Note 3. Dispositions in the Notes to Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q.
Loss on Extinguishment of Debt:
•During the six months ended March 31, 2026, we recorded a $0.5 million loss on extinguishment of debt related to the write-off of deferred financing costs from the redemption of the 2027 Notes, with no comparable activity in the prior-year period.
Other Expense, net:
•Other expense was $0.8 million for the six months ended March 31, 2026, compared to $4.5 million for the six months ended March 31, 2025, which was primarily due to fees paid and the write-off of previously capitalized deferred financing costs when we modified our credit agreement in the prior-year period.
Income Tax Expense:
•Tax expense decreased by $5.7 million for the six months ended March 31, 2026, versus the six months ended March 31, 2025 primarily due to decreased pretax book income in foreign jurisdictions in the six months ended March 31, 2026. Note the impacts of the sale of the Wynyard SOP business recorded in Q2 and the impacts of the Ontario mining tax settlement recorded in Q1 largely offset each other through the six months ended March 31, 2026. See Note 6. Income Taxes and Note 3. Dispositions in the Notes to Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q.
•Our effective tax rate was 30.6% for the six months ended March 31, 2026, which is primarily driven by the income mix by country with income recognized in foreign jurisdictions, for which tax expense was recorded, offset by losses recognized in the U.S. for which a valuation allowance has been recorded against the U.S. tax benefit carryforward as well as previously mentioned impacts of the Ontario mining tax settlement and the sale of the Wynyard SOP business. See Note 6. Income Taxes and Note 3. Dispositions in the Notes to Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q.
•Our income tax provision for the six months ended March 31, 2026 and March 31, 2025 differs from the U.S. statutory rate primarily due to U.S. statutory depletion, state income taxes, nondeductible executive compensation, foreign income, mining and withholding taxes, impacts of the Ontario mining tax settlement, impacts of the sale of the Wynyard SOP business, valuation allowance expense, and base erosion and anti-abuse tax.
Operating Segment Performance
The following financial results represent consolidated financial information with respect to the operations of our Salt and Plant Nutrition segments. Sales primarily include revenue from the sales of our products, or “product sales,” and the impact of shipping and handling costs incurred to deliver our salt and plant nutrition products to our customers.
The results of operations of the consolidated records management business and other incidental revenues include sales of $3.6 million for both the three months ended March 31, 2026 and March 31, 2025, and $7.4 million and $7.2 million for the six months ended March 31, 2026 and March 31, 2025, respectively. These sales were not material to our consolidated financial results and were not included in the following operating segment financial data.
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Salt Segment
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| March 31, 2026 | March 31, 2025 | March 31, 2026 | March 31, 2025 | |||||||||||||||||||||||
Salt Sales (in millions) | $ | 382.6 | $ | 432.7 | $ | 714.1 | $ | 674.9 | ||||||||||||||||||
Salt Operating Income (in millions) | $ | 65.2 | $ | 66.9 | $ | 114.3 | $ | 96.3 | ||||||||||||||||||
Salt Sales Volumes (thousands of tons) | ||||||||||||||||||||||||||
| Highway deicing | 3,593 | 4,583 | 6,444 | 6,570 | ||||||||||||||||||||||
| Consumer and industrial | 520 | 522 | 1,095 | 1,028 | ||||||||||||||||||||||
| Total tons sold | 4,113 | 5,105 | 7,539 | 7,598 | ||||||||||||||||||||||
Average Salt Sales Price (per ton) | ||||||||||||||||||||||||||
| Highway deicing | $ | 77.60 | $ | 70.86 | $ | 75.99 | $ | 70.45 | ||||||||||||||||||
| Consumer and industrial | $ | 199.49 | $ | 206.71 | $ | 204.92 | $ | 206.25 | ||||||||||||||||||
| Combined | $ | 93.01 | $ | 84.76 | $ | 94.72 | $ | 88.83 | ||||||||||||||||||
Commentary: Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
•Salt sales decreased $50.1 million, or 11.6%, primarily due to lower sales volumes, partially offset by higher combined average sales price.
•Total salt sales volumes decreased 19.4%, or 992,000 tons. Highway deicing sales volumes decreased 21.6% and consumer and industrial sales volumes decreased 0.4%.
•Combined average sales prices increased 9.7% between the two periods, reflecting changes in sales price mix. Highway deicing average sales price increased 9.5%, while consumer and industrial average sales price decreased 3.5%.
•Salt operating income decreased $1.7 million, primarily due to lower sales volumes and higher per-unit product and per-unit shipping and handling per-unit costs, partially offset by higher average sales price.
Commentary: Six Months Ended March 31, 2026 Compared to Six Months Ended March 31, 2025
•Salt sales increased $39.2 million, or 5.8%, primarily due to higher total average sales price, partially offset by slightly lower total sales volumes.
•Total salt sales volumes decreased 0.8%, or 59,000 tons. Highway deicing sales volumes decreased 1.9%, while consumer and industrial sales volumes increased 6.5%.
•Combined average sales prices increased 6.6% between the two periods, reflecting changes in sales price mix. Highway deicing average sales price increased 7.9%, while consumer and industrial average sales price decreased 0.6%.
•Salt operating income increased $18.0 million, driven by higher average sales price, partially offset by higher per-unit product and per-unit shipping and handling costs and lower total sales volumes.
Plant Nutrition Segment
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| March 31, 2026 | March 31, 2025 | March 31, 2026 | March 31, 2025 | |||||||||||||||||||||||
Plant Nutrition Sales (in millions) | $ | 67.0 | $ | 58.3 | $ | 127.8 | $ | 119.7 | ||||||||||||||||||
Plant Nutrition Operating Income (Loss) (in millions) | $ | 7.6 | $ | (1.8) | $ | 13.0 | $ | (4.9) | ||||||||||||||||||
Plant Nutrition Sales Volumes (thousands of tons) | 97 | 93 | 186 | 195 | ||||||||||||||||||||||
Plant Nutrition Average Sales Price (per ton) | $ | 690 | $ | 626 | $ | 689 | $ | 614 | ||||||||||||||||||
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Commentary: Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
•Plant Nutrition sales increased 14.9%, or $8.7 million, reflecting a 10.3% increase in average sales prices and a 4.3% increase in sales volume, compared to the prior-year period.
•Plant Nutrition operating income was $7.6 million, an improvement from an operating loss of $1.8 million in the prior-year period, primarily due to higher average sales prices, lower per-unit product and per-unit shipping and handling costs, and higher sales volumes.
Commentary: Six Months Ended March 31, 2026 Compared to Six Months Ended March 31, 2025
•Plant Nutrition sales increased 6.8%, or $8.1 million, reflecting a 12.3% increase in average sales prices and a 4.6% decrease in sales volumes year over year.
•Plant Nutrition operating income was $13.0 million an improvement from an operating loss of $4.9 million in the prior-year period, primarily due to higher average sales prices and lower per-unit product and per-unit shipping and handling costs, partially offset by lower sales volumes.
Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA
Management uses a variety of measures to evaluate our performance. While our consolidated financial statements, taken as a whole, provide an understanding of our overall results of operations, financial condition and cash flows, we analyze components of the consolidated financial statements to identify certain trends and evaluate specific performance areas. In addition to using U.S. GAAP financial measures, such as gross profit, net income (loss) and cash flows generated by operating activities, management uses income before interest, taxes, depreciation and amortization (“EBITDA”) adjusted for items management believes are not indicative of our ongoing operating performance (“Adjusted EBITDA”). Both EBITDA and Adjusted EBITDA are non-GAAP financial measures used to evaluate the operating performance of our core business operations because our resource allocation, financing methods, cost of capital and income tax positions are managed at a corporate level, apart from the activities of the operating segments, and our operating facilities are located in different taxing jurisdictions, which can cause considerable variation in net income (loss). We also use EBITDA and Adjusted EBITDA to assess our operating performance and return on capital against other companies, and to evaluate potential acquisitions or other capital projects. EBITDA and Adjusted EBITDA are not calculated under U.S. GAAP and should not be considered in isolation or as a substitute for net income (loss), cash flows or other financial data prepared in accordance with U.S. GAAP or as a measure of our overall profitability or liquidity.
EBITDA and Adjusted EBITDA exclude interest expense, income taxes and depreciation and amortization, each of which are an essential element of our cost structure and cannot be eliminated. Furthermore, Adjusted EBITDA excludes other cash and non-cash items, including stock-based compensation, interest income, (gain) loss on foreign exchange, other (income) expense, net and other significant items that management does not consider indicative of normal operations. Other significant items, if any, such as restructuring charges, (gain) loss on sale of a business, and impairment charges involve distinct initiatives that are not reflective of core operating activities and affect the comparability of our operational results across reporting periods. Our borrowings are a significant component of our capital structure and interest expense is a continuing cost of debt. We are also required to pay income taxes, a required and ongoing consequence of our operations. We have a significant investment in capital assets and depreciation and amortization reflect the utilization of those assets in order to generate revenues. Our employees are vital to our operations and we utilize various stock-based awards to compensate and incentivize our employees. Consequently, any measure that excludes these elements has material limitations. While EBITDA and Adjusted EBITDA are frequently used as measures of operating performance, these terms are not necessarily comparable to similarly titled measures of other companies due to the potential inconsistencies in the method of calculation.
Net income increased $44.7 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily reflecting lower impairment losses of $53.0 million, higher gross profit and foreign exchange gains, and reduced selling, general and administrative expense, partially offset by higher income tax expense and recognition of a loss on the sale of the Wynyard SOP business of $14.6 million. For the six months ended March 31, 2026, net income was $31.3 million, compared to a net loss of $55.6 million for the six months ended March 31, 2025, primarily reflecting lower impairment losses of $53.0 million, higher gross profit of $35.1 million, lower income tax expense, reduced selling, general and administrative expenses and other expense, partially offset by the recognition of a loss on the sale of the Wynyard SOP business of $14.6 million.
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Adjusted EBITDA increased $2.3 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to increases in gross profit and a reduction in selling, general and administrative expenses. For the six months ended March 31, 2026, Adjusted EBITDA increased $35.5 million, compared to the six months ended March 31, 2025, primarily due to increases in gross profit and a reduction in selling, general and administrative expenses.
The calculation of EBITDA and Adjusted EBITDA as used by management is set forth in the table below (in millions):
| Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net income (loss) | $ | 12.7 | $ | (32.0) | $ | 31.3 | $ | (55.6) | ||||||||||||||||||
| Interest expense | 17.9 | 18.0 | 36.0 | 34.9 | ||||||||||||||||||||||
| Income tax expense | 16.0 | 9.8 | 13.8 | 19.5 | ||||||||||||||||||||||
| Depreciation, depletion and amortization | 28.2 | 26.5 | 54.6 | 53.3 | ||||||||||||||||||||||
| EBITDA | 74.8 | 22.3 | 135.7 | 52.1 | ||||||||||||||||||||||
| Adjustments to EBITDA: | ||||||||||||||||||||||||||
| Stock-based compensation - non-cash | 2.2 | 2.8 | 4.5 | 6.7 | ||||||||||||||||||||||
| Interest income | (0.6) | (0.2) | (0.9) | (0.6) | ||||||||||||||||||||||
| Gain on foreign exchange, net | (5.6) | (0.1) | (3.5) | (5.3) | ||||||||||||||||||||||
Loss on sale of business, net(a) | 14.6 | — | 14.6 | — | ||||||||||||||||||||||
Loss on extinguishment of debt(b) | 0.5 | — | 0.5 | — | ||||||||||||||||||||||
Product recall costs(c) | — | 0.9 | — | 1.8 | ||||||||||||||||||||||
Restructuring charges(d) | — | 4.0 | — | 4.0 | ||||||||||||||||||||||
Loss on impairments(e) | — | 53.0 | — | 53.0 | ||||||||||||||||||||||
| Other expense, net | 0.5 | 1.4 | 0.8 | 4.5 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 86.4 | $ | 84.1 | $ | 151.7 | $ | 116.2 | ||||||||||||||||||
(a)Loss on sale of the Wynyard business of $14.6 million, included a $13.1 million recognition of cumulative foreign currency translation adjustments reclassified from Accumulated other comprehensive loss.
(b)Loss on extinguishment of debt of $0.5 million was related to the write-off of deferred financing costs from the redemption of the 2027 Notes.
(c)Costs of $0.9 million and $1.8 million relate to a recall of food-grade salt produced at our Goderich plant for the three and six months ended March 31, 2025, respectively. Refer to Note 8. Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional details.
(d)Restructuring charges of $4.0 million were due to a reduction in workforce, changes to executive leadership and additional restructuring costs related to the exit of the Fortress fire retardant business for both the three and six months ended March 31, 2025.
(e)Loss on impairments of $53.0 million related to intangible assets due to the exit of the Fortress fire retardant business for both the three and six months ended March 31, 2025.
Liquidity and Capital Resources
Historically, our cash flows from operating activities have generally been adequate to fund our basic operating requirements, ongoing debt service and sustaining investment in our property, plant and equipment. We have also used cash generated from operations to fund capital expenditures, pay dividends, fund smaller acquisitions and repay our debt. To a certain extent, our ability to meet our short- and long-term liquidity and capital needs is subject to general economic, financial, competitive and weather conditions, effects of climate change, geological variations in our mine deposits and other factors that are beyond our control. Historically, our working capital requirements were the highest in the first fiscal quarter (ending December 31) and lowest in the third fiscal quarter (ending June 30). When needed, we may fund short-term working capital requirements by accessing our $325 million revolving credit facility and our revolving AR Securitization Facility to March 2029 with a capacity, which is subject to certain conditions, of up to $100.0 million. As of March 31, 2026, we had liquidity of approximately $378.9 million, comprised of $74.1 million of cash and cash equivalents and $304.8 million of availability under our $325 million revolving credit facility.
We have been able to manage our cash flows generated and used across Compass Minerals to indefinitely reinvest earnings in our foreign jurisdictions or efficiently repatriate those funds to the U.S. As of March 31, 2026, we had $19.3 million cash and cash equivalents that were either held directly or indirectly by foreign subsidiaries. In fiscal 2025, we did not repatriate any
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unremitted foreign earnings. During the three months ended March 31, 2026, we repatriated approximately $11 million of unremitted foreign earnings from our UK operations on which there was no income tax impact as of March 31, 2026. It is our current intention to continue to reinvest the remaining undistributed earnings of our foreign subsidiaries indefinitely. We review our tax circumstances on a regular basis with the intent of optimizing cash accessibility and minimizing tax expense.
In addition, the amount of permanently reinvested earnings is influenced by, among other things, the profits generated by our foreign subsidiaries and the amount of investment in those same subsidiaries. The profits generated by our U.S. and foreign subsidiaries are impacted by the transfer price charged on the transfer of our products between them. In November 2025, we reached a settlement with a Canadian provincial tax authority regarding a tax dispute. The settlement resolved the dispute for tax years 2002 through 2018 for a total cash outlay of $8.2 million, net of federal refunds and deductions associated with the agreed upon tax and interest and was paid during the six months ended March 31, 2026. With the settlement, the performance bonds of $157.4 million posted as collateral for the 2002 through 2018 period were released. See Note 6. Income Taxes in the Notes to Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q, for a discussion regarding our Canadian tax reassessments.
Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred in the U.S. over the three-year period ended March 31, 2026. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future income. On the basis of this evaluation, during the six months ended March 31, 2026, an additional valuation allowance of $0.1 million has been recorded to recognize the portion of the U.S. deferred tax assets that are more likely than not to be realized. The amount of the deferred tax assets considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are increased or reduced or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for income.
Indebtedness
As of March 31, 2026, we had $725.0 million of outstanding indebtedness, consisting of $650.0 million outstanding under our 8.00% Senior Notes due 2030 and $75.0 million of outstanding loans under the accounts receivable financing facility (“AR Facility”) (see Note 7. Long-Term Debt and Finance Lease Liabilities in the Notes to Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for more detail regarding our debt). We had no borrowings outstanding under our revolving credit facilities under the Credit Agreement. Outstanding letters of credit totaling $20.2 million as of March 31, 2026 further reduced available borrowing capacity under our revolving credit facility to $304.8 million.
We may borrow amounts under the revolving credit facility or enter into additional financing to fund our working capital requirements, potential acquisitions and capital expenditures, and for other general corporate purposes.
Our ability to make scheduled interest and principal payments on our indebtedness, to modify our indebtedness, to fund planned capital expenditures, and to fund acquisitions will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, climate-related, regulatory and other factors that are beyond our control. Based on our current level of operations, we believe that cash flow from operations and available cash, together with available borrowings under our revolving credit facility, will be adequate to meet our liquidity needs over the next 12 months.
Our debt service obligations could, under certain circumstances, materially affect our financial condition and prevent us from fulfilling our debt obligations. As a holding company, CMI’s investments in its operating subsidiaries constitute substantially all of its assets. Consequently, our subsidiaries conduct substantially all of our consolidated operating activities and own substantially all of our operating assets. The principal source of the cash needed to pay our obligations is the cash generated from our subsidiaries’ operations and their borrowings. Furthermore, we must remain in compliance with the terms of the 2023 Credit Agreement governing our credit facilities, including the consolidated first lien net leverage ratio and consolidated interest coverage ratio, in order to pay dividends to our stockholders. We must also comply with the terms of our indentures governing our 8.00% Senior Notes due July 2030, which limit the amount of dividends we can pay to our stockholders.
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Capital Allocation
Principally due to the nature of our deicing business, our cash flows from operations have historically been seasonal, with the majority of our cash flows from operations generated during the first half of the calendar year. When we have not been able to meet our short-term liquidity or capital needs with cash from operations, whether as a result of the seasonality of our business or other causes, we have met those needs with borrowings under our revolving credit facility. We expect to meet the ongoing requirements for debt service, any declared dividends and capital expenditures from these sources. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
We manage our capital allocation considering our long-term strategic objectives, required spending to sustain our business and focus on generating adequate returns on capital. On April 22, 2024, our Board of Directors determined not to declare dividends for the foreseeable future in order to align our capital allocation policy with our corporate focus on accelerating cash flow generation and debt reduction. While our equipment and facilities are generally not impacted by rapid technology changes, our operations require refurbishments and replacements to maintain structural integrity and reliable production and shipping capabilities. When possible, we incorporate efficiency, environmental and safety improvement capabilities into our routine capital projects and we plan the timing of larger projects to balance with our liquidity and capital resources. Changes in our operating cash flows may affect our future capital allocation and spending.
Historical Cash Flows
The table below provides a summary of our sources and uses of cash (in millions):
| Six Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Net cash provided by operating activities | $ | 160.4 | $ | 182.8 | ||||||||||
| Net cash used in investing activities | (18.6) | (35.9) | ||||||||||||
| Net cash used in financing activities | (127.3) | (116.8) | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | (0.1) | (0.8) | ||||||||||||
| Net change in cash and cash equivalents | $ | 14.4 | $ | 29.3 | ||||||||||
As of March 31, 2026, we had cash and cash equivalents of $74.1 million, compared to $59.7 million as of September 30, 2025.
Cash Flows from Operating Activities
Net cash provided by operating activities, as reflected in the Condensed Consolidated Statements of Cash Flows, were $160.4 million, for the six months ended March 31, 2026, as compared to $182.8 million, for the six months ended March 31, 2025.
As mentioned above, our Salt segment’s business is seasonal and our Salt segment results and working capital needs are heavily impacted by the severity and timing of the winter weather, which generally occurs from December through March of each year. Customers tend to replenish their inventory prior to the start of the winter season and following snow events; consequently, the number and timing of snow events during the winter season will impact the amount of our accounts receivable and inventory at the end of each quarter. Our operating cash flows for both the six months ended March 31, 2026 and March 31, 2025, reflect the seasonal increase in accounts receivable and accounts payable and the decrease in inventories due to the winter season.
During the six months ended March 31, 2026, changes in Other assets and Other liabilities during the six months ended March 31, 2026, primarily reflect the settlement of the tax dispute with the Canadian tax authorities, of which previously recorded deposits were applied to the amount due at settlement. See Note 6. Income Taxes in the Notes to Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q, for further information.
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Cash Flows from Investing Activities
Net cash used in investing activities, as reflected in the Condensed Consolidated Statements of Cash Flows, were $18.6 million and $35.9 million, during the six months ended March 31, 2026 and March 31, 2025, respectively. Cash outflows from investing activities for capital expenditures during the six months ended March 31, 2026 and March 31, 2025 were $41.0 million and $35.8 million, respectively. We estimate that our cash outflows for capital expenditures will be approximately $90 million to $110 million for the fiscal year ended September 30, 2026.
On February, 3, 2026, we entered into an agreement to sell our SOP business in Wynyard, Saskatchewan, Canada. The transaction closed on March 1, 2026 and we received $23.2 million proceeds from sale of business, net of cash and transaction costs. For further information, see Note 3. Dispositions in the Notes to Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q.
Cash Flows from Financing Activities
Net cash used in financing activities, as reflected in the Condensed Consolidated Statements of Cash Flows, were $(127.3) million, for the six months ended March 31, 2026, compared to net cash provided by financing activities of $(116.8) million, for the six months ended March 31, 2025, primarily reflecting the redemption of the 2027 Notes, during the six months ended March 31, 2025 versus the repayments, net of borrowings, under the Revolving Credit Facility during the six months ended March 31, 2025. On March 30, 2026, we redeemed in full the remaining $150.0 million outstanding 2027 Notes, using cash on hand at 100% of principal plus accrued interest.
On March 19, 2026, certain of our U.S. subsidiaries entered into a Sixth Amendment to our AR Facility, extending the facility to March 2029.
Product Recall
On October 25, 2024, we issued a recall for specific production lots of food-grade salt produced at our Goderich Plant following a customer report of a non-organic, foreign material in our product. We subsequently expanded the voluntary recall to include food products from the Goderich Plant between September 18, 2024 and November 6, 2024. We followed recall protocol and notified the BRCGS Global Standard for Food Safety certifying body, the Canadian Food Inspection Agency (“CFIA”) and the U.S. Food and Drug Administration (“FDA”). We completed our investigation and continue to assess the scope and magnitude of customer claims related to the recall. At this time, based on currently available information and our applicable insurance coverage, we do not believe any incremental losses will have a material adverse effect on our results of operations or cash flows in future periods. The recall in the United States, supervised by the FDA, is complete, and the matter is closed with FDA. The CFIA has conducted a follow-up inspection of the Goderich Plant to verify compliance with regulatory requirements and identified no non-compliances. See Note 8. Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional details.
Other Matters
See Note 6. Income Taxes and Note 8. Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for a discussion regarding labor, environmental and litigation matters.
Recent Accounting Pronouncements
See Note 1. Accounting Policies and Basis of Presentation in the Notes to Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for a discussion of recent accounting pronouncements.
Effects of Currency Fluctuations and Inflation
Our operations outside of the U.S. are conducted primarily in Canada and the UK. Therefore, our results of operations are subject to both currency transaction risk and currency translation risk. We incur currency transaction risk whenever we or one of our subsidiaries enters into either a purchase or sales transaction using a currency other than the local currency of the transacting entity. With respect to currency translation risk, our financial condition and results of operations are measured and recorded in the relevant local currency and then translated into U.S. dollars for inclusion in our historical consolidated financial statements. Exchange rates between these currencies and the U.S. dollar have fluctuated significantly from time to time and may do so in the future. The majority of revenues and costs are denominated in U.S. dollars, with Canadian dollars and British pounds sterling also being significant. Significant changes in the value of the Canadian dollar or British pound sterling relative
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to the U.S. dollar could have a material adverse effect on our financial condition and our ability to meet interest and principal payments on U.S. dollar-denominated debt, including borrowings under our senior secured credit facilities.
Although inflation has not had a significant impact on our operations in the current period, our efforts to recover inflation-based cost increases from our customers may be hampered as a result of the structure of our contracts and the contract bidding process as well as the competitive industries, economic conditions and countries in which we operate. For more information, see Part I, Item 1A, “Risk Factors” in our 2025 Form 10-K.
Seasonality
We experience a substantial amount of seasonality in our sales, including our salt deicing product sales. Consequently, our Salt segment sales and operating income are generally higher in the first and second fiscal quarters (ending December 31 and March 31) and lower during the third and fourth fiscal quarters of each year (ending June 30 and September 30). In particular, sales of highway and consumer deicing salt and magnesium chloride products vary based on the severity of the winter conditions in areas where the products are used. Following industry practice in North America and the UK, we seek to stockpile sufficient quantities of deicing salt throughout the first, third and fourth fiscal quarters (ending December 31, June 30 and September 30) to meet the estimated requirements for the winter season. Our plant Nutrition business is also seasonal. As a result, we and our customers generally build inventories during the plant Nutrition business’ low demand periods of the year (which are typically winter and summer, but can vary due to weather and other factors) to ensure timely product availability during the peak sales seasons (which are typically spring and autumn, but can also vary due to weather and other factors).
Climate Change
The potential impact of climate change on our operations, product demand and the needs of our customers remains uncertain. Significant changes to weather patterns, a reduction in average snowfall or regional drought within our served markets or at our Ogden facility could negatively impact customer demand for our products and our costs, as well as our ability to produce our products. For example, prolonged periods of mild winter weather could reduce the demand for our deicing products. Drought or excessive precipitation could similarly impact demand for our SOP products, as well as continue to impact the amount and quality of feedstock used to produce SOP at our Ogden facility due to changes in brine levels, mineral concentrations or other factors, which could have a material impact on our Plant Nutrition results of operations. Climate change could also lead to disruptions in the production or distribution of our products due to major storm events or prolonged adverse conditions, changing temperature levels, lake level fluctuations or flooding from sea level changes. Climate change or governmental initiatives to address climate change may affect our operations and necessitate capital expenditures in the future, although capital expenditures for climate-related projects are not expected to be material in fiscal 2026. For more information, see Part I, Item 1A, “Risk Factors” and Part I, Item 1 “Business—Environmental, Health and Safety and Other Regulatory Matters” in our 2025 Form 10-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our business is subject to various types of market risks that include interest rate risk, foreign currency exchange rate risk and commodity pricing risk. Management has taken actions to mitigate our exposure to commodity pricing and foreign currency exchange rate risk by entering into natural gas derivative instruments and foreign currency contracts. We may take further actions to mitigate our exposure to interest rates, exchange rates and changes in the cost of fuel consumed at our production locations or the cost of transporting our products due to variations in our contracted carriers’ cost of fuel, which is typically diesel fuel. However, there can be no assurance that our hedging activities will eliminate or substantially reduce these risks. We do not enter into any financial instrument arrangements for speculative purposes. Our market risk exposure related to these items has not changed materially since September 30, 2025. For more information, see Part II, Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” in our 2025 Form 10-K.
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Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer have conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as amended (the Exchange Act) under the supervision and with the participation of the Company’s management. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as a result of the material weaknesses in internal control over financial reporting as described below, the Company’s disclosure controls and procedures were ineffective as of March 31, 2026.
Per Rules 13a-15(e) and 15d-15(e), the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud due to inherent limitations of internal controls. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
In light of the material weaknesses described below, management performed additional analysis and other procedures to ensure that our consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (GAAP). Accordingly, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s Condensed Consolidated Financial Statements included in this Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.
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.
A material weakness, as defined in Rule 12b-2 under the Exchange Act, is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
As disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 and our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, we previously identified material weaknesses in our internal control over financial reporting. The Company, due to a limited allocation of trained, knowledgeable resources, did not conduct an effective risk assessment process to identify and evaluate at a sufficient level of detail all relevant risks of material misstatement, including fraud risks associated with the necessary approval of transactions. Additionally, the Company did not have an effective information and communication process that identified and assessed the source of and controls necessary to ensure the reliability of information used in financial reporting and that ensured complete, reliable information was made available to financial reporting personnel on a timely basis to fulfill their roles and responsibilities. As a consequence of the material weaknesses described above, internal control deficiencies related to the design and operation of process-level controls were determined to be ineffective throughout the Company’s financial reporting processes.
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Remediation Efforts and Status of Material Weakness
We have and are in the process of implementing a number of measures to address the material weaknesses that have been identified including the following:
•We are enhancing our risk assessment process to ensure it is sufficiently robust to identify and analyze all relevant risks of material misstatements, including fraud and the impact of significant changes in the business on the identification of risks and the related impacts to the design of controls.
•We hired additional accounting professionals who possess the requisite technical accounting and internal control over financial reporting knowledge.
•We are educating and training control owners regarding internal control processes and procedures.
•We implemented internal controls to ensure that all journal entries are properly approved, specifically we redesigned and implemented process level control activities over journal entries. We plan to test the operating effectiveness of these controls in the fiscal year ended September 30, 2026.
•We are redesigning and implementing balance sheet account reconciliation controls, including an approval process and additional process level controls, that includes the appropriate level of precision, support and documentation.
•We are establishing monitoring and oversight controls to identify non-recurring, complex transactions and designing and implementing process level controls to ensure the accuracy and completeness of our financial statements and related disclosures.
•We are in the process of redesigning our corporate organization structure to ensure effective information and communication across the organization and to support financial reporting processes and internal controls.
Changes in Internal Control Over Financial Reporting
Other than the remediation efforts noted above, there were no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter ending March 31, 2026 that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are involved in the legal proceedings described in Note 8. Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q and, from time to time, various routine legal proceedings and claims arising from the ordinary course of our business. These primarily involve disputes with former employees and contract labor, commercial claims, product liability claims, personal injury claims and workers’ compensation claims. Management cannot predict the outcome of legal proceedings and claims with certainty. Nevertheless, management believes that the outcome of legal proceedings and claims, which are pending or known to be threatened, even if determined adversely, will not, either individually or in the aggregate, have a material adverse effect on our results of operations, cash flows or financial condition, except as otherwise described in Note 8. Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q. There have been no material developments since September 30, 2025 with respect to our legal proceedings, except as described in Note 8. Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q.
Item 1A. Risk Factors
For a discussion of the risk factors applicable to Compass Minerals, please refer to Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a)None.
(b)None.
(c)None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Quarterly Report on Form 10-Q.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the three and six months ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted terminated
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Item 6. Exhibits
| Exhibit No. | Exhibit Description | |||||||
31.1* | Certification of President and Chief Executive Officer and Director pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
32* | Certifications of Edward C. Dowling, Jr. (President and Chief Executive Officer and Director), and Peter Fjellman (Chief Financial Officer) furnished pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
10.1* | Sixth Amendment dated March 19, 2026, to the Receivables Financing Agreement dated as of June 30, 2020, among the Receivables Financing Agreement Parties (as previously amended), by and among Compass Minerals America Inc., Compass Minerals Receivables LLC and PNC Bank National Association. | |||||||
95* | Mine Safety Disclosures. | |||||||
| 101** | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, (vi) the Notes to the Condensed Consolidated Financial Statements and (vii) document and entity information tagged as blocks of text and including detailed tags. | |||||||
104** | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
* Filed or furnished herewith, as applicable. | ||||||||
** Submitted electronically with this Report. | ||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| COMPASS MINERALS INTERNATIONAL, INC. | |||||||||||
| Date: May 7, 2026 | By: | /s/ Peter Fjellman | |||||||||
| Peter Fjellman | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
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