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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 30, 2026
(Date of earliest event reported)
Intrepid Potash, Inc.
(Exact name of registrant as specified in
its charter)
| Delaware |
|
001-34025 |
|
26-1501877 |
(State or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
707 17th Street, Suite 4200
Denver, Colorado 80202
(Address of principal executive offices and zip code)
(303) 296-3006
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading symbol |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
IPI |
|
New York Stock Exchange |
Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
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. ¨
| Item 1.01. | Entry into a Material Definitive Agreement. |
Amendment to Credit Agreement
On March 30, 2026, Intrepid Potash, Inc. (the “Company”)
and certain of its subsidiaries entered into the Successor Agent Agreement and Third Amendment to Amended and Restated Credit Agreement (the “Third Amendment”)
with the lenders party thereto, Bank of Montreal, as original administrative agent, and BMO Bank N.A., as successor administrative agent,
which amended certain terms of the Amended and Restated Credit Agreement, dated August 1, 2019 (as amended, the “Credit Agreement”).
Pursuant to the Third Amendment, the Credit Agreement was amended to,
among other things, (i) appoint such duties, rights, and obligations of the Administrative Agent (as defined in the Credit Agreement)
to BMO Bank N.A., (ii) extend the maturity date of the Credit Agreement to March 30, 2031, (iii) amend certain provisions
to dispositions to facilitate the Asset Disposition (as defined below), and (iv) update certain other provisions (including financial
covenants) to be more favorable to the Company.
The foregoing summary of the Third Amendment does not purport to be
complete and is subject to and is qualified in its entirety by the terms of the Third Amendment, which is attached hereto as Exhibit 10.1,
and incorporated herein by reference.
Sale of Intrepid South Assets
On April 1, 2026, the Company, through its wholly-owned subsidiary, Intrepid
Potash-New Mexico, LLC (“IPNM), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with HydroSource
Logisitics, LLC (“HydroSource”), pursuant to which IPNM agreed to sell the Intrepid South Ranch (the “Ranch”)
to HydroSource (the “Asset Disposition”).
Pursuant to the Purchase Agreement, on the terms and subject to the
conditions therein, HydroSource agreed to acquire the majority of the assets of the Ranch, which includes approximately 21,793 acres of
fee land, 27,858 acres associated with federal grazing leases, water rights located on the Ranch, and various other assets, interests,
and related agreements (collectively, the “Ranch Assets”). Consideration for the Ranch Assets is $70.0 million in cash, subject
to adjustment as set forth in the Purchase Agreement (the “Purchase Price”), of which the $8.0 million deposit received by
the Company in December 2025 was applied to the Purchase Price, with the remaining $62.0 million paid at closing. The Ranch Assets
comprise the majority of the operations in of the Company’s oilfield solutions segment.
The Purchase Agreement contains customary representations and warranties,
and customary covenants and closing conditions relating to the Asset Disposition. The Asset Disposition closed on April 1, 2026.
The foregoing summary of the Purchase Agreement, and the transactions
contemplated thereby, does not purport to be complete and is subject to and is qualified in its entirety by the terms of the Purchase
Agreement, which is attached hereto as Exhibit 2.1, and incorporated herein by reference.
The Purchase Agreement governs the contractual rights between the parties
in relation to the purchase and sale of the Ranch Assets. The Purchase Agreement has been filed as an exhibit to this Current Report on
Form 8-K to provide investors with information regarding the terms of the Purchase Agreement and is not intended to provide, modify
or supplement any information about the Company, IPNM or HydroSource or any of their respective subsidiaries or affiliates, or their
respective businesses. In particular, the Purchase Agreement is not intended to be, and should not be relied upon as, disclosures regarding
any facts and circumstances relating to the Company, IPNM, the Ranch Assets and HydroSource. The representations and warranties contained
in the Purchase Agreement have been negotiated with the principal purpose of allocating risk between the parties, rather than establishing
matters as facts. The representations and warranties may also be subject to contractual standards of materiality that may be different
from those generally applicable under the securities laws. For the foregoing reasons, the representations and warranties should not be
relied upon as statements of factual information.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K
is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On April 2, 2026, the Company issued a press release announcing
the Asset Disposition. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information furnished under this Item 7.01, including Exhibit 99.1,
will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and will not be incorporated
by reference into any filing under the Securities Act of 1933, except as expressly set forth by specific reference in that filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 2.1# |
|
Asset Purchase Agreement, dated April 1, 2026, by and among Intrepid Potash-New Mexico, LLC and HydroSource Logisitics, LLC. |
| |
|
|
| 10.1# |
|
Successor Agent Agreement and Third
Amendment to Amended and Restated Credit Agreement, dated March 30,2026, by and among Intrepid Potash, Inc., the
subsidiaries party thereto, the lenders party thereto, Bank of Montreal, as original administrative agent and BMO BANK N.A., as
successor administrative agent. |
| |
|
|
| 99.1 |
|
Press Release of Intrepid Potash, Inc. dated April 2, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
# Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules to the Securities and Exchange
Commission upon request.
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 hereunto duly authorized.
| |
INTREPID POTASH, INC. |
| |
|
|
| Dated: April 2, 2026 |
By: |
/s/ Christina C. Sheehan |
| |
|
Christina C. Sheehan |
| |
|
General Counsel and Secretary |
Exhibit 99.1

Denver, CO — April 2, 2026 — Intrepid Potash, Inc.
(“Intrepid”, “our”, “us”, or “we”) (NYSE:IPI), today announced that on April 1,
2026, Intrepid Potash-New Mexico, LLC entered into an Asset Purchase Agreement (“Agreement”) with HydroSource Logistics, LLC
(“HydroSource”) for the sale of the majority of the assets of the Intrepid South Ranch (“the Ranch”).
As total consideration, under the Agreement, Intrepid received
a payment of $70 million from HydroSource, which includes an $8 million dollar deposit we received in December 2025. The sale of
the Ranch includes approximately 21,793 acres of fee land; 27,858 acres associated with federal grazing leases; water rights located on
the Ranch; and various other assets, interests, and related agreements (all collectively “the Assets”). The Assets comprise
the majority of the operations in our oilfield solutions segment.
Kevin Crutchfield, Intrepid’s Chief Executive Officer,
commented:
“One of our ongoing
initiatives is maximizing the value of our assets, and the sale of the Intrepid South Ranch reflects this strategic priority. While the
Ranch has been a stable source of revenue, trends in the Delaware Basin made it clear we were not the best, long-term owner of this asset;
rather it was a noncore asset in our fertilizer portfolio, and its sale will allow us to continue to prioritize our focus on our core
assets and increasing our potash and Trio® production to improve our unit economics.
By selling Intrepid South, we were also able to accelerate
decades of cash flow into a single transaction, while our deferred tax assets help shelter us from most of the related income taxes.
Overall, we view the sale of the Ranch as a significant win for our shareholders at a time when these types of assets are being
consolidated across West Texas and Eastern New Mexico. As a result of the net proceeds from the sale, Intrepid will benefit
from increased financial flexibility to invest in its existing core business and other value enhancing opportunities. Our capital
allocation strategy continues to focus on high-return investments to improve our operating efficiencies, reduce costs, and extend
mine life; attractive growth opportunities closely aligned with our core operations; maintaining a strong balance sheet; and
returning excess capital to shareholders as appropriate.”
Raymond James acted as the financial advisor and Lewis Ringelman acted
as legal advisor to Intrepid in connection with this transaction.
About Intrepid
Intrepid is a diversified mineral company that delivers potassium,
magnesium, sulfur, salt, and water products essential for customer success in agriculture, animal feed and the oil and gas industry. Intrepid
is the only U.S. producer of muriate of potash, which is applied as an essential nutrient for healthy crop development, utilized in several
industrial applications and used as an ingredient in animal feed. In addition, Intrepid produces a specialty fertilizer, Trio®,
which delivers three key nutrients, potassium, magnesium, and sulfate, in a single particle. Intrepid also provides water, magnesium chloride,
and brine.
Intrepid serves diverse customers in markets where a logistical advantage
exists and is a leader in the use of solar evaporation for potash production, resulting in lower cost and more environmentally friendly
production. Intrepid’s mineral production comes from three solar solution potash facilities and one conventional underground Trio® mine.
Intrepid routinely posts important information,
including information about upcoming investor presentations and press releases, on its website under the Investor Relations tab. Investors
and other interested parties are encouraged to enroll at intrepidpotash.com, to receive automatic email alerts or
RSS feeds for new postings.
Forward-Looking Statements
This press release includes certain statements concerning expectations
for the future that are forward-looking within the meaning of the federal securities laws. Forward-looking statements contain known and
unknown risks and uncertainties (many of which are difficult to predict and beyond management's control) that may cause our actual results
in future periods to differ materially from anticipated or projected results. An extensive list of specific material risks and uncertainties
affecting Intrepid is contained in our Annual Report on Form 10-K for the year ended December 31, 2025, and other quarterly
and current reports filed with the Securities and Exchange Commission from time to time. Any forward-looking statements in this press
release are made as of the date of this press release, and Intrepid undertakes no obligation to update or revise any forward-looking statements
to reflect new information or events.
Contact
Jon Lindley
Head of Strategy & Business
Development
Email: jonathan.lindley@intrepidpotash.com