Standard Lithium Q3 net loss widens to $36.7M
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Standard Lithium Ltd. (SLI) reported a third-quarter net loss of $36.7 million, versus $6.1 million a year earlier; its nine-month net loss was $42.5 million, versus $12.7 million. The quarter included a $41.0 million fair-value loss on its FID financial asset. The company reported no revenue and had $118.1 million in cash as of September 30, 2026.
The FID loss reflected revised timing assessments. The South West Arkansas asset was remeasured to nil because management no longer expected FID before the January 1, 2027 deadline for a $40.0 million contingent payment. The Texas asset was remeasured to $10.6 million, with a January 1, 2029 payment deadline. Standard Lithium expects South West Arkansas FID by the end of the first quarter of 2027. The preliminary Franklin Project assessment estimated $5.9 billion pre-tax NPV, 25.7% pre-tax IRR and potential production of up to 70,000 metric tons annually; it includes inferred resources and is not certain to be realized.
Binding 10-year take-or-pay agreements for South West Arkansas provide for 8,000 metric tons annually each to Trafigura and LG Energy Solution, plus an option for up to 4,000 additional annual tons for Trafigura. Potential annual commitments total 20,000 metric tons. Federal NEPA review concluded with a FONSI in May 2026. The new $50.0 million ATM program will not make sales until the existing program is exhausted or terminated.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointSouth West Arkansas completed federal NEPA review, receiving a FONSI in May 2026.
Negative
- Major pointThird-quarter net loss was $36.7 million versus $6.1 million a year earlier.
Filing Explained
Nine-month ATM share sales were completed, diluting existing holders; the $41.7 million FID remeasurement was a noncash cash-flow adjustment.
This November 12 Form 6-K reports that Standard Lithium raised
The cash-flow reconciliation adds back the
Key Figures
Key Terms
Final Investment Decision financial
fair value loss financial
Preliminary Economic Assessment technical
inferred mineral resources technical
take-or-pay financial
Finding of No Significant Impact regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did SLI lose in the third quarter of 2026?
What did SLI’s Franklin Project assessment estimate?
When does SLI expect a final investment decision for South West Arkansas?
What are the South West Arkansas offtake commitments?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A‑16 OR 15D‑16 OF THE SECURITIES EXCHANGE ACT OF 1934
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For the month of November, 2026 |
Commission File Number 001‑40569 |
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(Translation of registrant’s name into English) |
Suite 1625, 1075 West Georgia Street Vancouver, British Columbia, Canada V6E 3C9 |
(Address of principal executive offices) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20‑F or Form 40‑F:
Form 20‑F |
☐ |
Form 40‑F |
☒ |
DOCUMENTS INCLUDED AS PART OF THIS REPORT
Exhibits 99.1 and 99.2 to this Form 6-K of Standard Lithium Ltd. (the "Company") are hereby incorporated by reference as exhibits to the Registration Statements on Form F-10 (File No. 333-289110) and Form S-8 (File No. 333-262400) of the Company, as amended or supplemented.
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Exhibit |
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99.1 |
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Condensed Consolidated Interim Financial Statements for the three and nine months ended September 30, 2026 |
99.2 |
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Management’s Discussion and Analysis for the three and nine months ended September 30, 2026 |
99.3 |
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Form 52‑109F2, Certification of Interim Filings (CEO) |
99.4 |
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Form 52‑109F2, Certification of Interim Filings (CFO) |
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.
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Standard Lithium Ltd. |
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(Registrant) |
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Date: |
November 12, 2026 |
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By: |
/s/ Salah Gamoudi |
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Name: |
Salah Gamoudi |
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Title: |
Chief Financial Officer |
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Exhibit 99.1
Condensed Consolidated Interim Financial Statements
(Expressed in US dollars - unaudited)
Three and nine months ended
STANDARD LITHIUM LTD.
Condensed Consolidated Interim Statements of Financial Position
As of September 30, 2026 and December 31, 2025
(Expressed in thousands of US dollars - unaudited)
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Note |
September 30, 2026 |
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December 31, 2025 |
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ASSETS |
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Current assets |
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Cash |
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$ |
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$ |
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Restricted cash |
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Other current assets and receivables |
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Non-current assets |
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Intangible assets |
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Right of use asset |
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Property, plant and equipment |
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Investment in Aqualung |
5 |
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Investment in Smackover Lithium |
4 |
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Financial asset - FID |
9 |
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Advances and deposits |
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TOTAL ASSETS |
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$ |
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$ |
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LIABILITIES |
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Current liabilities |
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Accounts payable and accrued liabilities |
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$ |
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$ |
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Lease liability - short-term |
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Non-current liabilities |
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Lease liabilities - long-term |
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Deferred income tax liabilities |
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Decommissioning provision |
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TOTAL LIABILITIES |
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SHAREHOLDERS’ EQUITY |
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Share capital |
7 |
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Reserves |
7 |
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Accumulated deficit |
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( |
) |
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( |
) |
Accumulated other comprehensive income (loss) |
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( |
) |
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TOTAL SHAREHOLDERS’ EQUITY |
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
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$ |
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$ |
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Approved by the Board of Directors and authorized for issue on November 12, 2026.
"Robert Cross" |
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"Claudia D’Orazio" |
Director |
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Director |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
2
STANDARD LITHIUM LTD.
Condensed Consolidated Interim Statements of Comprehensive Loss
For the three and nine months ended September 30, 2026 and 2025
(Expressed in thousands of US dollars, except share and per share amounts - unaudited)
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Three months ended |
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Nine months ended |
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Note |
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2026 |
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2025 |
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2026 |
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2025 |
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Expenses |
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General and administrative |
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$ |
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$ |
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$ |
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$ |
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Demonstration Plant operations |
6 |
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Management and directors’ fees |
8 |
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Share-based compensation |
7 |
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Separation benefits |
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Other |
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Foreign exchange (gain) loss |
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( |
) |
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( |
) |
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Loss from operations |
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Investment loss from Smackover Lithium |
4 |
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( |
) |
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( |
) |
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( |
) |
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( |
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Fair value (loss) gain on financial asset – FID |
9 |
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( |
) |
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( |
) |
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Fair value gain on Investment in Aqualung |
5 |
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Interest income |
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Interest expense |
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( |
) |
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( |
) |
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( |
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( |
) |
Net loss before income taxes |
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( |
) |
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( |
) |
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( |
) |
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( |
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Deferred income tax benefit |
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Net loss |
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( |
) |
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( |
) |
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( |
) |
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( |
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Other comprehensive (loss) income |
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Item that may be reclassified subsequently to income or loss: |
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Currency translation differences of foreign operations |
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( |
) |
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( |
) |
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Total comprehensive loss |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Weighted average number of common shares outstanding – basic and diluted |
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Basic and diluted loss per share |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
( |
) |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
3
STANDARD LITHIUM LTD.
Condensed Consolidated Interim Statements of Changes in Equity
For the nine months ended September 30, 2026 and 2025
(Expressed in thousands of US dollars, except share amounts - unaudited)
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Note |
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Number of |
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Share |
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Reserves |
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Accumulated deficit |
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Accumulated other comprehensive income (loss) |
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Total |
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|||||||
December 31, 2024 |
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$ |
|
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$ |
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$ |
( |
) |
|
$ |
( |
) |
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$ |
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|||||
Share-based compensation |
|
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— |
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— |
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— |
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— |
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Shares issued under the ATM |
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7 |
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— |
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— |
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— |
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|||
Share issuance costs |
|
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— |
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( |
) |
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— |
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— |
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— |
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( |
) |
|
Conversion of DSUs to common shares |
|
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( |
) |
|
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— |
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— |
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— |
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Vesting of restricted stock units |
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( |
) |
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— |
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— |
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— |
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Options exercised |
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( |
) |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
|
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— |
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( |
) |
|
Currency translation differences of foreign operations |
|
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— |
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— |
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— |
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— |
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|||
September 30, 2025 |
|
|
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$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
December 31, 2025 |
|
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$ |
|
|
$ |
|
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$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
Share-based compensation |
|
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— |
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— |
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— |
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— |
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|||
Shares issued under the ATM |
|
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7 |
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— |
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— |
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— |
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|||
Share issuance costs |
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— |
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( |
) |
|
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— |
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— |
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— |
|
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( |
) |
|
Conversion of DSUs to common shares |
|
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( |
) |
|
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— |
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— |
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— |
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|||
Vesting of restricted stock units |
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( |
) |
|
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— |
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— |
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— |
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|||
Options exercised |
|
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( |
) |
|
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— |
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— |
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||||
Net loss |
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— |
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— |
|
|
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— |
|
|
|
( |
) |
|
|
— |
|
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|
( |
) |
|
Currency translation differences of foreign operations |
|
|
|
|
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— |
|
|
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— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
June 30, 2026 |
|
|
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|
|
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|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
Effect of change in functional currency |
|
|
|
|
|
— |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|||
July 1, 2026 |
|
|
|
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|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
Share-based compensation |
|
|
|
|
|
— |
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|
— |
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— |
|
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|
— |
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|||
Shares issued under the ATM |
|
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7 |
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— |
|
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— |
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— |
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|||
Share issuance costs |
|
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— |
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( |
) |
|
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— |
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— |
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— |
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( |
) |
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Vesting of restricted stock units |
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( |
) |
|
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— |
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— |
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— |
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|||
Net loss |
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— |
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|
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— |
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|
|
— |
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|
|
( |
) |
|
|
— |
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|
( |
) |
|
September 30, 2026 |
|
|
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|
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|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
4
STANDARD LITHIUM LTD.
Condensed Consolidated Interim Statements of Cash Flows
For the nine months ended September 30, 2026 and 2025
(Expressed in thousands of US dollars - unaudited)
|
|
For the Nine Months Ended |
|
|||||
|
Note |
2026 |
|
|
2025 |
|
||
Operating activities |
|
|
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|
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|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Add items not affecting cash |
|
|
|
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|
||
Share-based compensation |
7 |
|
|
|
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|
||
Deferred income tax benefit |
|
|
( |
) |
|
|
( |
) |
Foreign exchange (gain) loss |
|
|
( |
) |
|
|
|
|
Investment loss from Smackover Lithium |
4 |
|
|
|
|
|
||
Fair value gain on Investment in Aqualung |
5 |
|
( |
) |
|
|
( |
) |
Fair value loss (gain) on financial asset - FID |
9 |
|
|
|
|
( |
) |
|
Amortization |
|
|
|
|
|
|
||
Interest expense |
|
|
|
|
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|
||
Other |
|
|
|
|
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|
||
Net changes in non-cash working capital items: |
|
|
|
|
|
|
||
Other current assets and receivables |
|
|
( |
) |
|
|
( |
) |
Advances and deposits |
|
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||
Accounts payable and accrued liabilities |
|
|
( |
) |
|
|
|
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Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
Investing activities |
|
|
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|
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|
||
Smackover Lithium capital contributions |
4 |
|
( |
) |
|
|
( |
) |
Exploration and evaluation assets |
|
|
— |
|
|
|
( |
) |
Purchase of property, plant and equipment |
|
|
( |
) |
|
|
— |
|
Change in restricted cash |
|
|
( |
) |
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|
( |
) |
Patents |
|
|
— |
|
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|
( |
) |
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Financing activities |
|
|
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|
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|
||
Proceeds from at-the-market equity program ("ATM") |
7 |
|
|
|
|
|
||
Exercise of Options |
7 |
|
|
|
|
— |
|
|
Share issuance costs |
7 |
|
( |
) |
|
|
( |
) |
Lease payments |
|
|
( |
) |
|
|
( |
) |
Net cash provided by financing activities |
|
|
|
|
|
|
||
Effect of exchange rates on cash |
|
|
( |
) |
|
|
|
|
Net change in cash |
|
|
( |
) |
|
|
|
|
Cash, beginning of period |
|
|
|
|
|
|
||
Cash, end of period |
|
$ |
|
|
$ |
|
||
Supplemental cash flow information |
|
|
|
|
|
|
||
Non-cash investing and financing |
|
|
|
|
|
|
||
Change in proceeds from issuance of shares included in accounts receivable |
7 |
$ |
— |
|
|
$ |
|
|
Right of use asset additions |
|
$ |
— |
|
|
$ |
|
|
Change in share issuance costs included in accounts payable |
7 |
$ |
|
|
$ |
|
||
Change in exercise of Options included in accounts receivable |
|
$ |
— |
|
|
$ |
|
|
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
5
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
Standard Lithium Ltd. ("Standard Lithium" or the "Parent Company") was incorporated under the laws of the Province of British Columbia on August 14, 1998, and was continued under the Canada Business Corporations Act on December 1, 2016. The Company and its subsidiaries' (collectively, the "Company") principal operations are comprised of exploration for, and development of lithium brine properties in the United States of America. The Company also has significant investments in joint venture arrangements for the exploration and evaluation of lithium brine projects and the development of production facilities. The address of the Company's corporate office and principal place of business is Suite 1625, 1075 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3C9. The Company’s common shares are listed on the TSX Venture Exchange (the "TSXV") and the NYSE American, LLC ("NYSE") under the symbol "SLI".
Statement of compliance
These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting ("IAS 34"), as issued by the International Accounting Standards Board ("IASB"), and do not include all disclosures required under IFRS Accounting Standards. Accordingly, they should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto for the year ended December 31, 2025, which were prepared in accordance with IFRS Accounting Standards as issued by the IASB.
These condensed consolidated interim financial statements have been prepared on a going concern basis.
Basis of presentation
These condensed consolidated interim financial statements have been prepared on the historical cost basis except for certain financial instruments and equity investments that are measured at fair value. Financial assets and equity investments being accounted for under fair value through profit or loss are measured at their fair value at each reporting date, with changes in fair value recognized in profit or loss during the period in which they arise. Investments in joint ventures over which the Company has significant influence, but not control, are accounted for using the equity method in accordance with IAS 28 Investments in Associates and Joint Ventures. Such investments are initially recognized at cost and are subsequently adjusted to reflect the Company’s share of the investee's profits or losses and distributions received.
These condensed consolidated interim financial statements are presented in the United States dollar ("USD"), and all values are rounded to the nearest thousand except as otherwise indicated. Effective July 1, 2026, the functional currency of the Parent Company changed from the Canadian dollar ("CAD") to USD, as further described in Note 3. Prior to this date, the Parent Company's functional currency was CAD. The functional currency of the Company's subsidiaries is USD. Transactions denominated in currencies other than an entity's functional currency are considered foreign currency transactions.
Foreign currency transactions are translated into each entity's functional currency at the exchange rate prevailing on the transaction date. Foreign currency denominated monetary assets and liabilities are translated using the rate of exchange prevailing at the reporting date, with resulting foreign exchange gains and losses recognized in profit or loss. Foreign currency denominated non-monetary assets and liabilities, measured at historical cost, are translated at the rate of exchange at the transaction date.
Critical accounting estimates and judgments
The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities and contingent liabilities as of the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Estimates and judgments are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
6
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
Information about critical judgments in applying accounting policies and assumptions and estimation uncertainties that have the most significant effect on the amounts recognized in the condensed consolidated interim financial statements is disclosed in Note 2 of the Company’s consolidated financial statements for the year ended December 31, 2025.
The material accounting policies as disclosed in the Company’s consolidated financial statements for the year ended December 31, 2025 have been applied consistently in the preparation of these condensed consolidated interim financial statements, except for the change in functional currency described below.
Change in Functional Currency
Effective July 1, 2026, the functional currency of Standard Lithium Ltd. changed from CAD to USD. The change reflects developments in the underlying transactions, events and conditions affecting the primary currency used in the economic environment in which the Company operates. As the Company's U.S. development projects advanced, the Parent Company's financing activities, treasury management and anticipated future cash flows became predominantly USD-denominated, reflecting expected USD denominated cash inflows from financing activities, expected capital contributions to fund engineering, procurement, construction and other project development activities, as well as ordinary course operating expenses.
In accordance with IAS 21, The Effects of Changes in Foreign Exchange Rates, the change in functional currency was accounted for prospectively from July 1, 2026. Accordingly, the Parent Company's assets, liabilities and equity balances were translated into USD using the exchange rate in effect at the date of the change. The resulting translated amounts became the new carrying amounts applied prospectively, with the translated amounts of non-monetary items remaining at their historical cost.
The change in functional currency resulted in adjustments to individual components of shareholders' equity as of July 1, 2026, with no impact on total shareholders' equity. These adjustments reflect the translation of the Parent Company's equity balances into USD at the exchange rate in effect on the date of change and are presented separately in the condensed consolidated interim statement of changes in equity.
Comparative information has not been restated as a result of the change in functional currency. The change did not affect the Company's USD presentation currency. The adjustments to shareholders' equity included the reallocation of cumulative foreign currency translation differences previously recognized in accumulated other comprehensive income. The remaining balance in accumulated other comprehensive income relates to historical foreign currency translation differences associated with net investments in foreign operations, which remain within equity and were not reclassified to profit or loss as a result of the change.
Changes in accounting standards
New IFRS pronouncements not yet adopted
In April 2024, the IASB issued IFRS 18, Presentation and disclosure in financial statements ("IFRS 18"), which replaces IAS 1, Presentation of financial statements. IFRS 18 introduces an updated structure for the statement of income or loss by requiring income and expenses to be presented in three defined categories: operating, investing and financing, and by specifying certain defined totals and subtotals. IFRS 18 also introduces disclosure requirements for management-defined performance measures and provides enhanced guidance on principles of aggregation and disaggregation that apply to the primary financial statements and accompanying notes. The standard does not change the recognition or measurement of items in the financial statements or the classification of items in other comprehensive income.
IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, including interim reporting periods. Retrospective application is required and early adoption is permitted. The adoption of IFRS 18 is expected to result in changes to the presentation and disclosure of certain amounts in the Company's consolidated financial statements; however, the Company does not expect the standard to have a material impact on its consolidated financial position, results
7
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
of operations or cash flows.
New IFRS pronouncements recently adopted
In May 2024, the IASB issued amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures to respond to recent questions arising in practice, and to include new requirements not only for financial institutions but also for corporate entities. These amendments are described in detail in the Company’s condensed consolidated interim financial statements for the three months ended March 31, 2026.
The Company adopted the amendments effective January 1, 2026 and adopted the exception permitted for qualifying electronic payment systems to derecognize certain financial liabilities on the date payment is initiated rather than the settlement date. The adoption did not have a material impact on the Company’s condensed consolidated interim financial statements.
Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates will either not be relevant to the Company after their effective date or are not expected to have a material impact on the Company's consolidated financial statements.
On May 7, 2024, the Company and Equinor TDI Holdings LLC ("Equinor"), a Delaware limited liability company, entered into a membership interest purchase and sale agreement (the "Agreement"), in which Equinor acquired interests in two former Standard Lithium wholly-owned subsidiaries, one of which holds the resource development project in southwest Arkansas ("South West Arkansas Project") and the other holds prospective lithium brine areas within the Smackover Formation in East Texas (the "East Texas Properties"). The South West Arkansas Project is held through SWA Lithium Financing, LLC and its subsidiary SWA Lithium LLC ("SWA Lithium"), and the East Texas Properties are held through Texas Lithium Financing, LLC ("Texas Lithium"). Each entity forms part of Smackover Lithium ("Smackover Lithium"), the Company's joint venture with Equinor.
Pursuant to the terms of the Agreement, Equinor acquired a
Changes in the Company's investment in Smackover Lithium for the nine months ended September 30, 2026 are summarized as follows (in thousands):
|
|
SWA |
|
|
Texas |
|
|
Total |
|
|||
Balance at December 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Capital contributions |
|
|
|
|
|
|
|
|
|
|||
Loss from investment in Smackover Lithium |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at September 30, 2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
8
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
Summarized financial information for the Company's interest in the Smackover Lithium entities on a 100% basis for the three months ended September 30, 2026 is (in thousands):
|
|
SWA |
|
|
Texas |
|
|
Total |
|
|||
Net loss |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Company’s share of net loss |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Summarized financial information for the Company's interest in the Smackover Lithium entities on a 100% basis for the nine months ended September 30, 2026 is (in thousands):
|
|
SWA |
|
|
Texas |
|
|
Total |
|
|||
Net loss |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Company’s share of net loss |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Summarized financial information for the Company's interest in the Smackover Lithium entities on a 100% basis for the three months ended September 30, 2025 is (in thousands):
|
|
SWA |
|
|
Texas |
|
|
Total |
|
|||
Net loss |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Company’s share of net loss |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Summarized financial information for the Company's interest in the Smackover Lithium entities on a 100% basis for the nine months ended September 30, 2025 is (in thousands):
|
|
SWA |
|
|
Texas |
|
|
Total |
|
|||
Net loss |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Company’s share of net loss |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The carrying amount of the Company's investment in the Smackover Lithium entities on a 100% basis as of September 30, 2026 is as follows (in thousands):
|
|
SWA |
|
|
Texas |
|
|
Total |
|
|||
Current assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Non-current assets |
|
|
|
|
|
|
|
|
|
|||
Total assets |
|
|
|
|
|
|
|
|
|
|||
Current liabilities |
|
|
|
|
|
|
|
|
|
|||
Total liabilities |
|
|
|
|
|
|
|
|
|
|||
Net assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Company’s share of Smackover Lithium |
|
|
|
|
|
|
|
|
|
|||
Adjustments to the Company’s share of net assets(1) |
|
|
|
|
|
|
|
|
|
|||
Carrying amount of investment in Smackover Lithium |
|
$ |
|
|
$ |
|
|
$ |
|
|||
9
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
The carrying amount of the Company's investment in the Smackover Lithium entities on a 100% basis as of December 31, 2025 is as follows (in thousands):
|
|
SWA |
|
|
Texas |
|
|
Total |
|
|||
Current assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Non-current assets |
|
|
|
|
|
|
|
|
|
|||
Total assets |
|
|
|
|
|
|
|
|
|
|||
Current liabilities |
|
|
|
|
|
|
|
|
|
|||
Total liabilities |
|
|
|
|
|
|
|
|
|
|||
Net assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Company’s share of Smackover Lithium |
|
|
|
|
|
|
|
|
|
|||
Adjustments to the Company’s share of net assets(1) |
|
|
|
|
|
|
|
|
|
|||
Carrying amount of investment in Smackover Lithium |
|
$ |
|
|
$ |
|
|
$ |
|
|||
South West Arkansas Project
The South West Arkansas Project is maintained pursuant to an option agreement dated December 29, 2017, between TETRA Technologies Inc. ("TETRA") and the Company (the "TETRA Option Agreement"). Pursuant to the TETRA Option Agreement, the Company acquired certain rights to conduct brine exploration and production and for lithium extraction activities in Arkansas.
On October 31, 2023, the aforementioned option was exercised to acquire brine production rights for the exploration and production of lithium, for the South West Arkansas Project, subject to a
On May 7, 2024, the Company completed a transaction with Equinor, pursuant to which Equinor acquired a
In October 2025, Front-End Engineering Design ("FEED") and a Definitive Feasibility Study ("DFS") were completed for the South West Arkansas Project.
On March 9, 2026, SWA Lithium entered into a binding take-or-pay offtake agreement with Trafigura Trading LLC ("Trafigura") for the purchase by Trafigura of battery-quality lithium carbonate to be produced from the South West Arkansas Project (the "Trafigura Offtake Agreement"). Under the terms of the Trafigura Offtake Agreement, SWA Lithium will supply Trafigura with
In May 2026, the South West Arkansas Project also received approval under the National Environmental Policy Act, marking a significant regulatory milestone in advancing the project toward FID.
In May 2026, SWA Lithium also awarded a key engineering, procurement and construction management contract for the South West Arkansas Project to Wood Group USA Inc. in connection with its well fields, and a key engineering, procurement, construction and commissioning contract to S&B Engineers and Constructors for the central processing facility at the South West Arkansas Project.
In August 2026, SWA Lithium entered into a second binding take-or-pay offtake agreement with LG Energy Solution for the
10
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
supply of
In September 2026, SWA Lithium amended the Trafigura Offtake Agreement to provide SWA Lithium with the option to supply up to an additional
East Texas Properties
The East Texas Properties include leases for certain properties in East Texas that are prospective for lithium brine development.
On May 7, 2024, in connection with the transaction with Equinor, Equinor acquired a
On September 24, 2025, an initial inferred mineral resource estimate was completed for the Franklin project (the “Franklin Project”), located within the East Texas Properties. The Franklin Project represents the initial project within Texas Lithium’s broader East Texas development strategy.
On September 8, 2026, a Preliminary Economic Assessment ("PEA") was announced for the Franklin Project. Additional information is provided in the Company's accompanying Management's Discussion and Analysis.
The Company continues to evaluate additional mineral leasehold acquisitions and to advance exploration and development activities within the East Texas Properties.
As of September 30, 2026, the Company held an equity investment in Aqualung Carbon Capture AS ("Aqualung"), a privately held entity, which is classified as a financial asset measured at fair value through profit or loss in accordance with IFRS 9, Financial Instruments. The fair value of the investment was determined using observable market-based inputs in accordance with IFRS 13, Fair Value Measurement. Aqualung is engaged in the development of carbon capture technology and is based in Norway with operations in the United States.
During the nine months ended September 30, 2026, the Company recorded a fair value gain of $
During the nine months ended September 30, 2025, the Company remeasured its investment in Aqualung to $
Changes in the Company's investment in Aqualung for the nine months ended September 30, 2026 are as follows (in thousands):
Balance at December 31, 2025 |
|
$ |
|
|
Effect of change in fair value |
|
|
|
|
Effect of foreign exchange translation |
|
|
( |
) |
Balance at September 30, 2026 |
|
$ |
|
11
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
The Company operates an industrial-scale direct lithium extraction ("DLE") demonstration plant (the "Demonstration Plant") in El Dorado, Arkansas.
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Personnel |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Reagents |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Repairs and maintenance |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Test work |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Office trailer |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Authorized capital
The Company is authorized to issue an unlimited number of common voting shares and preferred shares without nominal or par value.
During the three and nine months ended September 30, 2026 and 2025, the Company had the following equity transactions:
ATM Share Issuances
On August 8, 2025, the Company announced the establishment of an ATM equity program superseding the Company's previous ATM program ("Previous ATM program"), which had been fully utilized, allowing the Company to issue and sell up to $
During the three and nine months ended September 30, 2026, the Company issued a total of
During the three and nine months ended September 30, 2025, the Company issued a total of
During the three and nine months ended September 30, 2025, the Company issued a total of
On August 10, 2026, the Company announced the establishment of a new ATM equity program allowing the Company to issue and sell up to $
12
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
Options
The Company has an option plan in place under which it is authorized to grant options ("Options") to its officers, directors, consultants, management and company employees enabling them to cumulatively acquire up to
The weighted average fair value at grant date of Options granted during the nine months ended September 30, 2026 and 2025 was $
|
Nine months ended |
|
||||||
|
|
2026 |
|
|
2025 |
|
||
Expected stock price volatility |
|
|
% |
|
|
% |
||
Risk-free interest rate |
|
|
% |
|
|
% |
||
Dividend yield |
|
|
— |
|
|
|
— |
|
Expected life of Options |
|
|
|
|
||||
Stock price on date of grant |
|
$ |
|
|
$ |
|
||
Exercise price |
|
$ |
|
|
$ |
|
||
Forfeiture rate |
|
|
— |
|
|
|
— |
|
The following table summarizes the Option activity for the nine months ended September 30, 2026:
|
|
Number |
|
|
Weighted average exercise price |
|
||
December 31, 2025 |
|
|
|
|
$ |
|
||
Options granted |
|
|
|
|
|
|
||
Options exercised |
|
|
( |
) |
|
|
|
|
Options expired |
|
|
( |
) |
|
|
|
|
September 30, 2026 |
|
|
|
|
$ |
|
||
13
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
The following table summarizes Options outstanding and exercisable as of September 30, 2026:
|
|
|
Options Outstanding |
|
|
Options Exercisable |
|
|||||||||||||||
Exercise Price |
|
|
Number of Shares |
|
|
Weighted Average Remaining Contractual Life |
|
|
Weighted Average Exercise Price |
|
|
Number Exercisable |
|
|
Weighted Average Exercise Price |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
— |
|
|
$ |
— |
|
||||
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
— |
|
|
$ |
— |
|
||||
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
Long-term Incentive Plan
The Company has a long-term incentive plan (the "Plan") in accordance with the policies of the TSXV whereby, from time to time at the discretion of the Company's Board of Directors (the "Board"), eligible directors, officers and employees are awarded restricted share units ("RSUs"). The RSUs that are subject to, among other things, the recipient's deferral right in accordance with the Income Tax Act (Canada) convert automatically into common shares upon vesting. In addition, the Company may issue deferred share units ("DSUs"). DSUs may be redeemed upon retirement or termination from the Company. In accordance with the Plan, the aggregate number of common shares to be issued shall not exceed
The following table summarizes the RSU activity for the nine months ended September 30, 2026:
|
|
Number |
|
|
Weighted average grant date fair value(1) |
|
||
December 31, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
September 30, 2026 |
|
|
|
|
$ |
|
||
14
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
The following table summarizes the DSU activity for the nine months ended September 30, 2026:
|
|
Number |
|
|
Weighted average grant date fair value(1) |
|
||
December 31, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Conversion of DSUs to common shares |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
September 30, 2026 |
|
|
|
|
$ |
|
||
Share-based compensation expense
Share-based compensation recorded for each type of award is as follows (in thousands):
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Options |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
DSUs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, which are the directors and officers of the Company.
Compensation to key management is comprised of the following (in thousands):
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Management and director fees(1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
15
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
Related party receivables are included in Other current assets and receivables and related party payables are included in Accounts payable and accrued liabilities on the Company's condensed consolidated interim statements of financial position. The balances of related party receivables and payables as of the periods indicated are as follows (in thousands).
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Receivables |
|
|
|
|
|
|
||
Smackover Lithium(1) |
|
$ |
|
|
$ |
|
||
Total |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Accounts payable and accrued liabilities |
|
|
|
|
|
|
||
Smackover Lithium(2) |
|
$ |
|
|
$ |
|
||
Management and directors(3) |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants. In arriving at a fair value measurement, the Company uses a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. The three levels of inputs used to establish fair value are the following:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly for similar items in active markets; and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Company’s policy is to recognize transfers into and out of fair value hierarchy levels at the end of the reporting period.
There were
16
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
The following tables set forth the Company's financial assets measured at fair value by level within the fair value hierarchy for the periods indicated (in thousands):
September 30, 2026 |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Financial asset – FID(1) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||
Investment in Aqualung |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
December 31, 2025 |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Financial asset – FID(1) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||
Investment in Aqualung |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Financial Asset – FID
The Financial asset – FID is measured at fair value using a probability-weighted discounted cash flow methodology. The valuation incorporates probability-weighted scenarios reflecting the expected timing of achievement of FID for SWA Lithium (the South West Arkansas Project) and Texas Lithium (including the Franklin Project) and applies a discount rate derived from the S&P corporate bond yield curve based on the credit rating of the counterparty. Under the existing contractual terms, the Company's entitlement to the respective contingent payments from its joint venture partner, Equinor, expires if FID is not achieved at SWA Lithium by January 1, 2027, or at Texas Lithium by January 1, 2029.
During the three months ended September 30, 2026, the Company recognized a fair value loss of $
For SWA Lithium, the partnership has continued to advance key workstreams, such as progressing on limited notice to proceed activities with our engineering, procurement, and construction contractors, finalizing offtake contracts, advancing financing arrangements, and continuing to make progress toward FID, resulting in management's assessment of the overall likelihood of achieving FID improving. Notwithstanding this progress, the timing of FID remains subject to uncertainty, primarily related to the remaining steps necessary to finalize project financing plans, satisfy applicable conditions and secure the capital required to proceed with project construction. The remaining financing activities are expected to require additional time, and as a result, management no longer anticipates achieving FID before the contractual deadline of January 1, 2027 for the $
For Texas Lithium, management reassessed the anticipated timing of FID, considering the progression of activities at SWA Lithium and the sequencing of projects across the Company's portfolio of assets. As the Company’s focus on achieving FID at SWA Lithium has extended into early 2027, and with the resultant prioritization of construction, capital allocation, and resources towards the South West Arkansas Project extending beyond year-end 2026, there is a lower probability that the Company will achieve FID at Texas Lithium by the contractual payment deadline of January 1, 2029.
Accordingly, the Texas Lithium Financial asset – FID was remeasured to $
17
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
During the nine months ended September 30, 2025, the Company recorded a fair value gain on Financial asset – FID of $
Investment in Aqualung
The Company's investment in Aqualung is measured at fair value on a recurring basis. Information relating to Aqualung is considered when determining its fair value. In addition to company-specific information, the Company takes into account trends in general market conditions and the share performance of comparable publicly-traded companies when valuing privately-held investments. During the nine months ended September 30, 2026, the Company recorded a fair value gain on its investment in Aqualung of $
The Board has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.
The Company is exposed to various risks such as interest rate, credit, and liquidity risk. To manage these risks, management determines what activities must be undertaken to minimize potential exposure to risks. The objectives of the Company in managing risk are as follows:
To satisfy these objectives, the Company monitors and manages these financial exposures as an integral part of its overall risk management program.
Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from the Company's cash deposits and financial asset – FID. The Company's maximum credit risk is equal to the carrying amount of its financial assets, including cash and financial asset – FID. The Company maintains substantially all of its cash with two financial institutions. The majority of cash held with these institutions exceeds the amount of insurance provided on such deposits.
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital (current assets less current liabilities) to try to ensure its expenditures will not exceed available resources. As of September 30, 2026 and December 31, 2025, the Company had working capital of $
As of September 30, 2026 and December 31, 2025, accounts payable and accrued liabilities are generally due within one year.
As of September 30, 2026 and December 31, 2025, lease liabilities' undiscounted contractual cash flows, including interest payments, are due within the next three years, respectively.
18
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
Foreign exchange risk is the risk that the Company's financial instruments will fluctuate in value as a result of movements in foreign exchange rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk at this time.
Effective July 1, 2026, the Company's functional currency changed from CAD to USD. As a result, the Company's primary foreign exchange risk exposure shifted from USD-denominated monetary assets and liabilities to CAD-denominated monetary assets and liabilities. The change in functional currency did not eliminate the Company's exposure to foreign exchange risk.
September 30, 2026
At September 30, 2026, the Company was exposed to currency risk primarily through the following CAD-denominated monetary assets and liabilities held by USD-functional entities, presented in USD (in thousands):
|
|
September 30, 2026 |
|
|
Cash |
|
$ |
|
|
Accounts receivable |
|
|
|
|
Advances and deposits |
|
|
|
|
Accounts payable and accrued liabilities |
|
|
|
|
Lease liability - short-term |
|
|
|
|
At September 30, 2026, these CAD-denominated balances were translated at a rate of
December 31, 2025
At December 31, 2025, prior to the change in functional currency, the Company was exposed to currency risk through the following assets and liabilities denominated in USD and held by CAD-functional entities, presented in USD (in thousands):
|
|
December 31, 2025 |
|
|
Cash |
|
$ |
|
|
Investment in Aqualung |
|
|
|
|
Accounts receivable |
|
|
|
|
Accounts payable |
|
|
||
At December 31, 2025, the Company’s primary exposure to foreign exchange risk related to USD-denominated cash balances held by CAD-functional entities. At December 31, 2025, these USD-denominated cash balances were translated at a rate of USD
The Company had $
On May 7, 2024, the Company entered into strategic partnerships with Equinor, in which the Company received an initial cash payment of $
19
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
million in consideration are sole funding commitments of $
The Company's objectives when managing capital are to safeguard the Company's ability to pursue the exploration and development of its projects and to maintain a flexible capital structure. The Company's current capital structure is made up of common equity, with
As the Company is currently in the exploration and development phase, none of its financial instruments are exposed to commodity price risk; however, the Company’s ability to obtain long-term financing and its economic viability may be affected by commodity price volatility.
The Company may adjust how it manages its capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets.
In order to carry out planned exploration and development of its projects and pay for administrative costs, the Company plans to spend its existing cash balance and may utilize other forms of financing.
Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company and its stage of development, is appropriate.
On January 27, 2022, a putative securities class action lawsuit was filed against the Company and certain former executives in the United States District Court for the Eastern District of New York, captioned Gloster v. Standard Lithium Ltd., et al., 22-cv-0507 (E.D.N.Y.) (the "Action"). The complaint purports to seek relief on behalf of a class of investors who purchased or otherwise acquired the Company’s publicly traded securities between May 19, 2020 and November 17, 2021, and asserts violations of Section 10(b) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") against all defendants and Section 20(a) of the Exchange Act against the individually-named defendants. On April 27, 2022, the court granted Curtis T. Arata’s motion for appointment as lead plaintiff in the Action. Lead plaintiff filed an amended complaint on June 29, 2022, adding Andrew Robinson as a defendant and extending the class period to February 3, 2022. The amended complaint alleges, among other things, that during the proposed class period, defendants misrepresented and/or failed to disclose certain facts regarding the Company’s LiSTR DLE technology and "final product lithium recovery percentage" at its DLE Demonstration Plant in southern Arkansas. The amended complaint seeks various forms of relief, including monetary damages in an unspecified amount. Defendants filed a motion to dismiss the amended complaint on August 10, 2022, which became fully briefed on September 28, 2022. On September 28, 2025, the court dismissed the amended complaint in full. On October 29, 2025, the plaintiff filed a notice of appeal, which was fully briefed on May 13, 2026 and oral arguments were held before the court on November 10, 2026, pursuant to which the Court took the matter under advisement. As of September 30, 2026, the Company has not recorded any provision associated with this matter, as there is no probable liability that can be reasonably determined at this time.
Subsequent to September 30, 2026, the following significant events occurred:
On October 13, 2026, the Company appointed Ralph Alexander to its Board of Directors. In connection with his appointment, the Company granted
On October 20, 2026, the Company filed a technical report on the Franklin Project titled "NI 43-101 Technical Report: Preliminary Economic Assessment for the Franklin Project located in Hopkins, Franklin and Titus Counties, Texas, United States" with an effective date of July 20, 2026, to support its previously announced positive preliminary economic assessment.
20
Exhibit 99.2
Management’s Discussion and Analysis
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026
STANDARD LITHIUM LTD.
Management's Discussion and Analysis
For the Three and Nine Months Ended September 30, 2026 and 2025
introduction
The following management’s discussion and analysis ("MD&A") was prepared by management of Standard Lithium Ltd. based on information available as of November 12, 2026 and should be reviewed in conjunction with the unaudited condensed consolidated interim financial statements and related notes thereto for the three and nine months ended September 30, 2026 and the audited consolidated financial statements and the notes thereto for the year ended December 31, 2025. The unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting ("IAS 34"). All dollar figures are expressed in United States dollars ("USD") unless otherwise noted. These documents and additional information are available on the System for Electronic Document Analysis and Retrieval Plus ("SEDAR+") at www.sedarplus.ca and on the Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") at www.sec.gov.
References in this MD&A to "Standard Lithium", "we", "our" and "us" mean Standard Lithium Ltd.
Additional information, including our annual information form for the year ended December 31, 2025 (the "AIF"), is available under our SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov. Unless indicated, additional external information, and documents referenced within this MD&A, do not form part of this MD&A.
Forward-Looking Information
Except for statements of historical fact, this MD&A contains certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation (collectively referred to herein as "forward-looking information"). The forward-looking information relates to future events or our future performance. All statements, other than statements of historical fact, may be forward-looking information. Information concerning mineral resource and mineral reserve estimates also may be deemed to be forward-looking information in that it reflects a prediction of mineralization that would be encountered if a mineral deposit were developed and mined. Forward-looking information generally can be identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "propose", "potential", "target", "intend", "could", "might", "should", "would", "believe", "scheduled", "implement" and similar words or expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information.
In particular, this MD&A contains forward-looking information, including, without limitation, with respect to the following matters or our expectations relating to such matters: our planned exploration, research and development programs (including, but not limited to, plans and expectations regarding advancement, testing and operation of lithium extraction at our direct lithium extraction ("DLE") demonstration plant (the "Demonstration Plant"); commercial opportunities for lithium products; filing of technical reports; expected results of ongoing and future exploration; accuracy of mineral or resource exploration activity; ability to secure further leasehold positions and perform further exploration drilling; accuracy of mineral reserves or mineral resources estimates, including the ability to develop and realize such estimates; whether mineral resources will ever be developed into mineral reserves, and information and underlying assumptions related thereto; our budget estimates and expected expenditures on our properties; anticipated timelines for a Final Investment Decision ("FID") and production at the resource development project in southwest Arkansas (the "South West Arkansas Project"); the anticipated timing of FID for our projects in East Texas and the receipt of milestone payments under any agreements with our joint venture partner; regulatory or government requirements or approvals; the reliability of third-party information; continued existence and success of any joint ventures; continued access to mineral properties or infrastructure; payments and share issuances pursuant to property agreements; fluctuations in the market for lithium and its derivatives; expected timing of the expenditures; performance of our business and operations; changes in exploration costs and government regulation in Canada and the United States ("U.S."); competition for, among other things, capital, customers, acquisitions, undeveloped lands and skilled personnel; changes in commodity prices and exchange rates; currency and interest rate fluctuations; our funding requirements and ability to raise capital; geopolitical instability; war; and other factors or information.
Forward-looking information does not take into account the effect of transactions or other items announced or occurring after the statements are made. Forward-looking information is based upon a number of expectations and assumptions and is subject to a number of risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. With respect to
2
STANDARD LITHIUM LTD.
Management's Discussion and Analysis
For the Three and Nine Months Ended September 30, 2026 and 2025
forward-looking information listed above, we have made assumptions regarding, among other things: current technological trends; our ability to fund, advance and develop our properties; our ability to operate in a safe and effective manner; uncertainties with respect to receiving, and maintaining, mining, exploration, environmental and other permits; impacts of changes in current and future trade agreements, legislation, regulations, import tariffs and other similar trade barriers, increases in geopolitical tension and tension with respect to lithium, pricing and demand for lithium, including that such demand is supported by growth in the energy security and storage market and the electric vehicle market; impact of increasing competition; commodity prices, currency rates, interest rates and general economic conditions; the legislative, regulatory and community environments in the jurisdictions where we operate; impact of unknown financial contingencies; continued existence and success of joint ventures; market prices for lithium products; budgets and estimates of capital and operating costs; estimates of mineral resources and mineral reserves; reliability of technical data; the ability to negotiate access agreements on commercially reasonable terms, anticipated timing and results of operation and development; inflation; and the impacts of war on us and our business. Although we believe that the assumptions and expectations reflected in such forward-looking information are reasonable, we can give no assurance that these assumptions and expectations will prove to be correct. Since forward-looking information inherently involves risks and uncertainties, undue reliance should not be placed on such information.
Forward-looking statements and forward-looking information involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from those expressed or implied. Such factors include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions, including the state of the energy security and storage market and the electric vehicle market; governmental regulation of the mining industry and specifically the critical minerals industry, including environmental regulation and permitting; geological, technical and drilling problems; unanticipated operating events; negotiation of commercial access agreements; inability to obtain capital, undeveloped lands, skilled personnel, equipment and inputs; inability to secure customer offtake agreements on economically favorable terms; reliance on third parties including engineering, procurement, construction and commissioning or management contractors; potential or ongoing joint ventures; failure to achieve FID within applicable contractual time frames, including the potential loss of milestone payments; availability of capital on acceptable terms; the need to obtain required regulatory approvals; uncertainties associated with estimating mineral resources and mineral reserves, including the assumptions underlying such estimates and whether mineral resources will ever be converted into mineral reserves; uncertainties in estimating capital and operating costs, cash flows and other project economics; environmental liabilities and other risks inherent in mineral extraction operations; health and safety risks; unknown financial contingencies, including litigation costs; unanticipated results of exploration activities; unpredictable weather conditions; delays in preparing technical studies, including a pre-feasibility study for the Franklin project in East Texas (the "Franklin Project"); inability to generate profitable operations; restrictive covenants in debt instruments; lack of additional financing on acceptable terms; intellectual property risks; stock market volatility; commodity price volatility; inflation; risks related to war and geopolitical instability; changes in tax laws and incentive programs relating to the mining industry; conflicts of interest; dependency on key personnel; and fluctuations in currency and interest rates, as well as the risks discussed in the section entitled "Risk Factors" in the AIF.
Although we have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.
Readers are cautioned that the foregoing lists of factors are not exhaustive. All forward-looking information in this MD&A speaks as of the date of this MD&A. We do not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. All forward-looking information contained in this MD&A is expressly qualified in its entirety by this cautionary statement. Additional information about these assumptions, risks and uncertainties is contained in our filings with securities regulators, including our most recent AIF, which are available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.
3
STANDARD LITHIUM LTD.
Management's Discussion and Analysis
For the Three and Nine Months Ended September 30, 2026 and 2025
CAUTIONARY NOTES TO U.S. INVESTORS CONCERNING RESOURCE ESTIMATES
This MD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of the securities laws in effect in the U.S. In particular, and without limiting the generality of the foregoing, the terms "mineral reserve", "proven mineral reserve", "probable mineral reserve", "inferred mineral resources", "indicated mineral resources", "measured mineral resources" and "mineral resources" used or referenced in this MD&A are Canadian mineral disclosure terms as defined in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") under the guidelines set out in the 2014 Canadian Institute of Mining, Metallurgy and Petroleum Standards for Mineral Resources and Mineral Reserves, Definitions and Guidelines, May 2014 (the "CIM Standards"). The CIM Standards differ from the mineral property disclosure requirements of the U.S. Securities and Exchange Commission (the "SEC") in Regulation S-K Subpart 1300 (the "SEC Modernization Rules") under the U.S. Securities Act of 1933, as amended.
As a foreign private issuer that is eligible to file reports with the SEC pursuant to the multi-jurisdictional disclosure system, we are not required to provide disclosure on our mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Standards. Accordingly, our disclosure of mineralization and other technical information may differ significantly from the information that would be disclosed had we prepared the information under the standards adopted under the SEC Modernization Rules.
summary of Standard lithium's business
We are a near-commercial lithium exploration and development company focused on the sustainable development of a portfolio of lithium-brine bearing properties in the U.S. We prioritize brine projects characterized by high-grade resources, robust existing local infrastructure, available skilled labor, and streamlined permitting. We aim to achieve sustainable, commercial-scale lithium production via the application of scalable and fully integrated DLE and purification processes. Recognized as a critical mineral by the U.S. Geological Survey, the U.S. Department of Energy and the Department of War, lithium holds strategic importance for energy security, the rapidly expanding energy storage sector, including standby power solutions, and electric vehicles.
Our primary focus is on projects within the Smackover Formation in southern Arkansas and in East Texas: the South West Arkansas Project and the development of prospective lithium brine areas within the Smackover Formation in East Texas, which includes the Franklin Project (the "East Texas Properties"). The South West Arkansas Project is strategically located in the Smackover Formation in southern Arkansas, a region with a long-standing and established industry of mineral extraction from brine.
The South West Arkansas Project is held through SWA Lithium Financing, LLC and its subsidiary, SWA Lithium LLC ("SWA Lithium"), and the East Texas Properties are held through Texas Lithium Financing, LLC ("Texas Lithium"). Each entity forms part of Smackover Lithium ("Smackover Lithium"), our joint venture with Equinor TDI Holdings LLC and certain of its subsidiaries (collectively "Equinor"), in which Standard Lithium holds a 55% ownership interest and Equinor holds a 45% ownership interest.
CORPORATE SUMMARY
We were incorporated under the laws of the Province of British Columbia on August 14, 1998, and were continued under the Canada Business Corporations Act on December 1, 2016. Our principal operations are comprised of exploration for and development of lithium brine properties in the U.S. We also have significant investments in joint venture arrangements for the exploration, evaluation and development of lithium brine production facilities. Our corporate office address and principal place of business is Suite 1625, 1075 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3C9. Our common shares are listed on the TSX Venture Exchange and NYSE American, LLC under the symbol "SLI".
HIGHLIGHTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2026
4
STANDARD LITHIUM LTD.
Management's Discussion and Analysis
For the Three and Nine Months Ended September 30, 2026 and 2025
HIGHLIGHTS SUBSEQUENT TO SEPTEMBER 30, 2026
Project Overview
Standard Lithium currently has the following material projects:
South West Arkansas Project
The South West Arkansas Project is being developed in partnership with Equinor, a multi-national energy company, encompassing approximately 30,000 net mineral acres of brine leases and is a key project in our portfolio due to its scale and the quality of its lithium-brine resource. SWA Lithium completed a Definitive Feasibility Study ("DFS") in October 2025 for the South West Arkansas Project after finalizing Front-End Engineering Design ("FEED").
On March 9, 2026, SWA Lithium entered into a binding take-or-pay offtake agreement with Trafigura (the "Trafigura Offtake Agreement") for the supply of 8,000 metric tons per year of battery-quality lithium carbonate from the South West Arkansas Project over a 10-year period, beginning at the start of commercial production.
In August 2026, SWA Lithium entered into a second binding take-or-pay offtake agreement with LG Energy Solution for the supply of 8,000 metric tons per year of battery-quality lithium carbonate over a 10-year period, beginning at the start of commercial production.
In September 2026, SWA Lithium amended the Trafigura Offtake Agreement to provide SWA Lithium with the option to supply up to an additional 4,000 metric tons per year of battery-quality lithium carbonate over the 10-year term. The additional volumes under the amended agreement are deliverable at SWA Lithium's election. The amendment increases the maximum potential annual supply to Trafigura to 12,000 metric tons and brings the total potential annual offtake commitments for the South West Arkansas Project to 20,000 metric tons.
We expect to take FID by the end of the first quarter of 2027, with construction commencing shortly thereafter, and anticipate a two to three-year construction timeline.
Please refer to the technical report titled "South West Arkansas Project NI 43-101 Technical Report & Definitive Feasibility Study, Arkansas, United States" dated effective September 3, 2025, as filed on October 14, 2025 on our SEDAR+ profile
5
STANDARD LITHIUM LTD.
Management's Discussion and Analysis
For the Three and Nine Months Ended September 30, 2026 and 2025
at www.sedarplus.ca and on EDGAR at www.sec.gov for further information with respect to the DFS of the South West Arkansas Project.
Franklin Project within the East Texas Properties
The Franklin Project, located within our broader East Texas Properties, is currently the only project within our East Texas portfolio with a defined mineral resource estimate. An initial inferred mineral resource estimate for the Franklin Project was completed in September 2025 and subsequently updated and expanded as part of the September 2026 PEA, which included both indicated and inferred mineral resources.
On September 8, 2026, a positive PEA was announced for the Franklin Project. On October 20, 2026, we filed the technical report supporting the PEA (the "Franklin Technical Report"). The PEA outlined an estimated pre-tax NPV8 of $5.9 billion and an unlevered pre-tax IRR of 25.7%, with potential lithium carbonate production of up to 70,000 metric tons annually and estimated average annual operating costs of $4,226 per metric ton. The Indicated Resource is 1.77 million metric tons lithium carbonate equivalent ("LCE") at an average lithium concentration of 562 mg/L for 0.59 km3 of brine volume and the Inferred Resource is 2.13 million metric tons LCE at an average lithium concentration of 572 mg/L for 0.70 km3 of brine volume. The results highlight the project's potential to support Texas Lithium's broader East Texas development strategy, which targets scalable lithium chemical production through phased expansion.
The Franklin Project forms part of a larger land position referred to as the East Texas Properties, where we, in partnership with Equinor, are acquiring mineral rights and conducting exploration for prospective lithium brine resources. The East Texas Properties are held through Texas Lithium as part of Smackover Lithium. Exploration drilling and testing results highlight the potential for globally significant lithium resource concentrations in the areas being explored.
While the Franklin Project represents the current focus of technical disclosure and resource definition within the East Texas Properties, we plan to continue securing additional mineral leasehold positions and conducting further exploration, development and de-risking programs across our broader East Texas land position.
Please refer to the Franklin Technical Report, titled "NI 43-101 Technical Report: Preliminary Economic Assessment for the Franklin Project located in Hopkins, Franklin and Titus Counties, Texas, United States" with an effective date of July 20, 2026, and filed on October 20, 2026 on our SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov for further information regarding the Franklin Project and the PEA results.
Other Projects
Demonstration Plant
We continue to successfully operate an industrial-scale DLE Demonstration Plant at the LANXESS Corporation ("LANXESS") bromine production site near El Dorado, Arkansas. The Demonstration Plant has been in operation for approximately six years and serves as a testing and optimization facility, as well as a training facility for future potential operators at our South West Arkansas Project and East Texas Properties. Activities at the Demonstration Plant are governed by a site services agreement with LANXESS, which was renewed on January 12, 2026, effective January 1, 2026.
On April 22, 2026, we announced significant operational milestones at the Demonstration Plant, including processing over one million barrels of brine, completing more than 15,000 DLE cycles and achieving lithium recovery rates exceeding 95%. As of September 30, 2026, the facility has also achieved over 378,000 operating hours without a safety incident.
California Properties
We have further interests in certain mineral leases and option agreements in the Mojave Desert in San Bernardino County, California (the "California Properties").
ENVIRONMENTAL
We are firmly committed to the responsible production of sustainable lithium chemicals, essential for critical minerals security, energy storage system development, and electric vehicle manufacturing. Our project selection process
6
STANDARD LITHIUM LTD.
Management's Discussion and Analysis
For the Three and Nine Months Ended September 30, 2026 and 2025
underscores this dedication, opting, where feasible, to use existing infrastructure, roads, rail, water, and power within well-established industrial areas with a history of timber harvesting, oil, gas, and bromine industries. Implementing DLE technology is aimed at ensuring an environmentally responsible approach, offering a reduced surface footprint and decreasing environmental impacts when compared to traditional evaporation pond methods and hard-rock lithium mining operations.
Beyond our main operations, our environmental ethos is also evident. In September 2021, our collaboration with Aqualung Carbon Capture AS ("Aqualung") marked a significant step in advancing carbon capture technology. This partnership solidified in May 2022 when we made an investment in Aqualung. This was followed by a master service agreement with Telescope Innovations Corp., signaling our intent to further investigate the possible applications of captured carbon dioxide (CO2) in various chemical processes, emphasizing our forward-thinking approach to environmental sustainability.
As part of the development of the South West Arkansas Project, Smackover Lithium completed the environmental studies and assessment required under the National Environmental Policy Act ("NEPA"). In May 2026, the U.S. Department of Energy ("DOE") completed its NEPA review and issued a Finding of No Significant Impact ("FONSI") based on the environmental assessment prepared and did not impose any further mitigation measures or conditions on the South West Arkansas Project. This outcome reflects our detailed plans, which minimize environmental disturbance and align with Smackover Lithium's commitment to responsible lithium production.
Receipt of a FONSI marks the successful completion of the U.S. federal government's NEPA review process for the South West Arkansas Project, which was required in connection with the awarding of a $225 million grant from the DOE’s Office of Critical Minerals and Energy Innovation to support development of the initial phase of the project, which was awarded in January 2025. The South West Arkansas Project was assisted in this timely review process by its designation as a priority critical mineral project in the Fast-41 Program under Executive Order 14241: Immediate Measures to Increase American Mineral Production. There are no further federal government reviews or approvals expected in order to make FID for the South West Arkansas Project.
OVERALL PERFORMANCE AND RESULTS OF OPERATIONS
Comparison of Three Months Ended September 30, 2026 and 2025
The following table sets forth our results of operations for the three months ended September 30, 2026 and 2025 (in thousands).
|
|
Three months ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Expenses |
|
|
|
|
|
|
||
General and administrative |
|
$ |
3,060 |
|
|
$ |
3,107 |
|
Demonstration Plant operations |
|
|
976 |
|
|
|
1,103 |
|
Management and directors’ fees |
|
|
525 |
|
|
|
508 |
|
Share-based compensation |
|
|
1,444 |
|
|
|
1,802 |
|
Other |
|
|
7 |
|
|
|
6 |
|
Foreign exchange gain |
|
|
— |
|
|
|
(356 |
) |
Loss from operations |
|
|
6,012 |
|
|
|
6,170 |
|
Investment loss from Smackover Lithium |
|
|
(1,821 |
) |
|
|
(925 |
) |
Fair value (loss) gain on financial asset – FID |
|
|
(41,018 |
) |
|
|
474 |
|
Fair value gain on Investment in Aqualung |
|
|
— |
|
|
|
69 |
|
Interest income |
|
|
1,223 |
|
|
|
249 |
|
Interest expense |
|
|
(2 |
) |
|
|
(8 |
) |
Net loss before income taxes |
|
|
(47,630 |
) |
|
|
(6,311 |
) |
Deferred income tax benefit |
|
|
10,913 |
|
|
|
190 |
|
Net loss |
|
$ |
(36,717 |
) |
|
$ |
(6,121 |
) |
7
STANDARD LITHIUM LTD.
Management's Discussion and Analysis
For the Three and Nine Months Ended September 30, 2026 and 2025
Revenue
As of September 30, 2026, we have not generated any revenue. We raise capital through the issuance of common shares, debt instruments, non-core asset sales, and other forms of financing.
General and administrative costs
General and administrative costs primarily consist of expenses associated with our Vancouver, BC corporate head office, our offices in El Dorado, Arkansas and Austin, Texas, and related corporate support costs and professional fees. General and administrative costs remained relatively consistent at $3.1 million for the three months ended September 30, 2026 and the three months ended September 30, 2025. Higher salaries and benefits, primarily reflecting the expansion of our corporate team and the transition of certain functions previously performed by external consultants to internal resources, were offset by lower consulting and professional fees.
Demonstration Plant operations
Demonstration Plant operating costs primarily consist of personnel, supplies, reagents, site office expenses, utilities, repairs and maintenance, vehicles, waste disposal and recycling fees, and ongoing testing expenses. Demonstration Plant operating costs were $1.0 million for the three months ended September 30, 2026, compared to $1.1 million for the three months ended September 30, 2025. The $0.1 million, or 12%, decrease was primarily attributable to lower personnel costs, reflecting a shift in Demonstration Plant activities toward supporting Smackover Lithium, with a greater portion of associated costs being allocated to those project development activities.
Management and directors' fees
Management and directors' fees include salaries, bonuses, benefits and directors' fees to key management personnel. Management and directors' fees were $0.5 million for the three months ended September 30, 2026, materially consistent with $0.5 million for the three months ended September 30, 2025.
Share-based compensation
Share-based compensation was $1.4 million for the three months ended September 30, 2026 as compared to $1.8 million for the three months ended September 30, 2025. The $0.4 million, or 20%, decrease was primarily attributed to certain tranches of previously granted share-based awards becoming fully vested prior to the current period, resulting in a lower compensation expense recognized during the period. This decrease was partially offset by the compensation expense recognized for new share-based compensation awards granted subsequent to the comparative period.
Foreign exchange gain
Foreign exchange gains were immaterial during the three months ended September 30, 2026, compared to a foreign exchange gain of $0.4 million during the three months ended September 30, 2025. Effective July 1, 2026, our functional currency changed from the Canadian dollar ("CAD") to USD, shifting our primary foreign exchange exposure from USD-denominated to CAD-denominated monetary assets and liabilities.
Fair value (loss) gain on financial asset – FID
During the three months ended September 30, 2026, we recognized a fair value loss of $41.0 million on our Financial asset – FID, consisting of $31.4 million related to SWA Lithium and $9.6 million related to Texas Lithium.
During the three months ended September 30, 2026, we recognized a fair value loss of $31.4 million on our Financial asset – FID related to SWA Lithium. The loss reflects revised expectations regarding the timing of FID relative to the January 1, 2027 contractual deadline for the contingent payment. While we no longer anticipate achieving FID before this deadline, our assessment of the overall likelihood of achieving FID and the underlying development prospects have improved. Please refer to Note 9 of the condensed consolidated interim financial statements for additional information.
8
STANDARD LITHIUM LTD.
Management's Discussion and Analysis
For the Three and Nine Months Ended September 30, 2026 and 2025
During the three months ended September 30, 2026, we recorded a fair value loss of $9.6 million related to Texas Lithium's Financial asset – FID. The loss reflects a revised assessment of the anticipated timing of FID at Texas Lithium, considering the prioritization of development activities and capital allocation toward the South West Arkansas Project. As a result, we determined that the probability of achieving FID at Texas Lithium by the contractual payment deadline of January 1, 2029, had decreased. The adjustment reflects a change in the expected timing of FID rather than the overall likelihood of achieving FID at Texas Lithium. Please refer to Note 9 of the condensed consolidated interim financial statements for additional information.
During the three months ended September 30, 2025, we recorded a fair value gain of $0.5 million on our Financial asset – FID. The change in fair value was primarily attributable to the passage of time.
Investment loss from Smackover Lithium
During the three months ended September 30, 2026 and 2025, we recorded investment losses from Smackover Lithium of $1.8 million and $0.9 million, respectively. The increase was primarily attributable to higher project development and related operating expenditures at SWA Lithium as the South West Arkansas Project continued to advance toward a potential FID, partially offset by lower losses at Texas Lithium.
Fair value gain on Investment in Aqualung
During the three months ended September 30, 2025, we recorded a fair value gain of $0.1 million resulting from foreign exchange translation effects. No comparable gain was recognized during the three months ended September 30, 2026, following the change in our functional currency from CAD to USD, effective July 1, 2026.
Interest income
We earned $1.2 million and $0.2 million of interest income, net of fees, primarily from interest earned on interest-bearing cash balances during the three months ended September 30, 2026 and 2025, respectively. The $1.0 million increase was driven primarily by a higher average cash balance during the period, reflecting proceeds from financing activities.
Deferred income tax benefit
We had a deferred income tax benefit of $10.9 million and $0.2 million for the three months ended September 30, 2026 and 2025, respectively. The income tax benefit for the three months ended September 30, 2026 and the three months ended September 30, 2025 was primarily driven by the losses before income taxes for the periods.
Net loss
We had a net loss of $36.7 million for the three months ended September 30, 2026, as compared to a net loss of $6.1 million for the three months ended September 30, 2025.
During the three months ended September 30, 2026, our net loss was primarily attributable to a fair value loss on our Financial asset – FID, ongoing development-stage operating costs, and our share of the investment loss from Smackover Lithium, partially offset by interest income recognized during the period. During the three months ended September 30, 2025, net loss was primarily driven by ongoing development-stage operating costs and investment loss from Smackover Lithium. This was partially offset by a fair value gain recognized on our Financial asset — FID.
9
STANDARD LITHIUM LTD.
Management's Discussion and Analysis
For the Three and Nine Months Ended September 30, 2026 and 2025
Comparison of Nine Months Ended September 30, 2026 and 2025
The following table sets forth our results of operations for the nine months ended September 30, 2026 and 2025 (in thousands).
|
|
For the nine months ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Expenses |
|
|
|
|
|
|
||
General and administrative |
|
$ |
8,254 |
|
|
$ |
7,672 |
|
Demonstration Plant operations |
|
|
3,709 |
|
|
|
3,095 |
|
Management and directors’ fees |
|
|
1,607 |
|
|
|
1,490 |
|
Share-based compensation |
|
|
4,405 |
|
|
|
5,088 |
|
Separation benefits |
|
|
— |
|
|
|
100 |
|
Other |
|
|
20 |
|
|
|
18 |
|
Foreign exchange (gain) loss |
|
|
(4,905 |
) |
|
|
365 |
|
Loss from operations |
|
|
13,090 |
|
|
|
17,828 |
|
Investment loss from Smackover Lithium |
|
|
(4,801 |
) |
|
|
(3,169 |
) |
Fair value (loss) gain on financial asset – FID |
|
|
(41,662 |
) |
|
|
3,757 |
|
Fair value gain on Investment in Aqualung |
|
|
204 |
|
|
|
2,821 |
|
Interest income |
|
|
3,552 |
|
|
|
729 |
|
Interest expense |
|
|
(11 |
) |
|
|
(26 |
) |
Net loss before income taxes |
|
|
(55,808 |
) |
|
|
(13,716 |
) |
Deferred income tax benefit |
|
|
13,301 |
|
|
|
1,063 |
|
Net loss |
|
$ |
(42,507 |
) |
|
$ |
(12,653 |
) |
Revenue
As of September 30, 2026, we have not generated any revenue. We raise capital through the issuance of common shares, debt instruments, non-core asset sales, and other forms of financing.
General and administrative costs
General and administrative costs were $8.3 million for the nine months ended September 30, 2026, as compared to $7.7 million for the nine months ended September 30, 2025. The $0.6 million, or 8%, increase was primarily attributable to higher office and administration expenses and salaries and benefits, reflecting the expansion of our corporate team to support the advancement of the South West Arkansas Project toward a potential FID, as well as ongoing leasehold expansion and project development activities at our East Texas Properties. While project-specific expenditures are primarily incurred by SWA Lithium and Texas Lithium, corporate-level resources continued to provide strategic, managerial, governance and development oversight. These increases were partially offset by lower patent-related expenses, professional fees and amortization. We continue to focus on cost management while supporting our ongoing development activities.
Demonstration Plant operations
Demonstration Plant operating costs were $3.7 million for the nine months ended September 30, 2026, as compared to $3.1 million for the nine months ended September 30, 2025. The $0.6 million, or 20%, increase was driven by higher supplies and personnel costs associated with research and development activities related to our proprietary SiFT
10
STANDARD LITHIUM LTD.
Management's Discussion and Analysis
For the Three and Nine Months Ended September 30, 2026 and 2025
technology, as well as maintenance and improvement activities undertaken at the Demonstration Plant, partially offset by increased allocations of costs to Smackover Lithium in support of project development activities.
Management and directors' fees
Management and directors' fees include salaries, bonuses, benefits and directors' fees to key management personnel. Management and directors' fees were $1.6 million for the nine months ended September 30, 2026, materially consistent with $1.5 million for the nine months ended September 30, 2025.
Share-based compensation
Share-based compensation was $4.4 million for the nine months ended September 30, 2026 as compared to $5.1 million for the nine months ended September 30, 2025. The $0.7 million, or 13%, decrease reflects a lower compensation expense recognized for previously granted share-based awards that became fully vested prior to the current period, as well as the recognition in the prior-year period of the full expense related to an option grant that vested immediately. The decrease was partially offset by compensation expense recognized for new share-based compensation awards granted during 2025 and 2026, and is a reflection of our continued growth as well as a focus on aligning compensation for our employees to shareholder value.
Separation benefits
Separation benefits were $0.1 million for the nine months ended September 30, 2025. Such costs are attributable to a severance payment made to a former employee. There were no such costs incurred during the nine months ended September 30, 2026.
Foreign exchange (gain) loss
We recorded a foreign exchange gain of $4.9 million and a loss of $0.4 million for the nine months ended September 30, 2026 and 2025, respectively. The gain in 2026 was primarily attributable to the remeasurement of USD-denominated cash balances prior to our change in functional currency from CAD to USD, effective July 1, 2026. Higher USD cash balances, combined with the appreciation of USD relative to CAD during the first six months of 2026, resulted in foreign exchange gains. Following the functional currency change, our foreign exchange exposure shifted primarily to CAD-denominated monetary assets and liabilities.
Fair value (loss) gain on financial asset – FID
During the nine months ended September 30, 2026, we recognized a net fair value loss of $41.7 million on our Financial asset – FID, consisting of $31.4 million related to SWA Lithium and $10.3 million related to Texas Lithium.
During the nine months ended September 30, 2026, we recognized a fair value loss of $31.4 million on our Financial asset – FID related to SWA Lithium. The loss reflects revised expectations regarding the timing of FID relative to the January 1, 2027 contractual deadline for the contingent payment. While we no longer anticipate achieving FID before this deadline, our assessment of the overall likelihood of achieving FID and the underlying development prospects of the project have improved. Please refer to Note 9 of the condensed consolidated interim financial statements for additional information.
During the nine months ended September 30, 2026, we recorded a fair value loss of $10.3 million related to Texas Lithium's Financial asset – FID. The loss reflects a revised assessment of the anticipated timing of FID at Texas Lithium, considering the prioritization of development activities and capital allocation toward the South West Arkansas Project. As a result, we determined that the probability of achieving FID at Texas Lithium by the contractual payment deadline of January 1, 2029, had decreased. The adjustment reflects a change in the expected timing of FID rather than the overall likelihood of achieving FID at Texas Lithium. Please refer to Note 9 of the condensed consolidated interim financial statements for additional information.
11
STANDARD LITHIUM LTD.
Management's Discussion and Analysis
For the Three and Nine Months Ended September 30, 2026 and 2025
During the nine months ended September 30, 2025, we recorded a fair value gain of $3.8 million on our Financial asset – FID associated with future payments contingent on reaching FID. The increase in fair value was primarily attributable to the passage of time as the project advanced toward FID, together with a reduction in the probability of an unsuccessful FID for the South West Arkansas Project, reflecting the achievement of key milestones and continued project de-risking.
Fair value gain on Investment in Aqualung
During the nine months ended September 30, 2026, we recorded a fair value gain of $0.2 million resulting from foreign exchange translation effects recognized prior to the change in our functional currency from CAD to USD on July 1, 2026. During the nine months ended September 30, 2025, we recorded a fair value gain of $2.8 million primarily as a result of an equity financing transaction completed by Aqualung in which we did not participate.
Investment loss from Smackover Lithium
During the nine months ended September 30, 2026 and 2025, we recorded investment losses from Smackover Lithium of $4.8 million and $3.2 million, respectively. Of the $4.8 million investment loss recognized in 2026, $4.0 million was attributable to SWA Lithium and the remainder to Texas Lithium. The increase was primarily attributable to higher expenditures within SWA Lithium reflecting increased commercial and financing activities, including associated legal and advisory services, as well as corporate and administrative support costs incurred as the South West Arkansas Project progresses toward a potential FID. These expenditures are accounted for by SWA Lithium and Texas Lithium in accordance with their respective accounting policies, with amounts recognized as expenses reflected in our share of loss under the equity method of accounting.
Interest income
We earned $3.6 million and $0.7 million of interest income, net of fees, primarily from interest earned on interest-bearing cash balances during the nine months ended September 30, 2026 and 2025, respectively. The $2.9 million increase was driven primarily by a higher average cash balance during the period, reflecting proceeds from financing activities.
Deferred income tax benefit
We had a deferred income tax benefit of $13.3 million for the nine months ended September 30, 2026 and a deferred income tax benefit of $1.1 million for the nine months ended September 30, 2025. The deferred income tax benefit for both periods was primarily driven by the loss before income taxes in the respective periods.
Net loss
We had a net loss of $42.5 million for the nine months ended September 30, 2026, as compared to a net loss of $12.7 million for the nine months ended September 30, 2025.
The net loss for the nine months ended September 30, 2026, was primarily attributable to a fair value loss on our Financial asset – FID, ongoing development-stage operating costs and our share of the investment loss from Smackover Lithium. These losses were partially offset by foreign exchange gains, interest income, and a deferred income tax benefit recognized during the period.
The net loss for the nine months ended September 30, 2025 was primarily attributable to ongoing development-stage operating costs and our share of the investment loss from Smackover Lithium. These impacts were partially offset by a fair value gain recognized on our Financial asset – FID and a fair value gain recognized on our investment in Aqualung following an equity financing completed by Aqualung in which we did not participate.
12
STANDARD LITHIUM LTD.
Management's Discussion and Analysis
For the Three and Nine Months Ended September 30, 2026 and 2025
SHARE ISSUANCES
ATM Share Issuances
On August 8, 2025, we announced the establishment of the 2025 ATM program allowing us to issue and sell up to $50.0 million of common shares from treasury to the public.
During the three and nine months ended September 30, 2026, we issued a total of 107,631 and 5,469,303 common shares, respectively, under the 2025 ATM program which superseded our previous ATM (the "Previous ATM program"), at an average price of $2.78 and $4.09, per share, respectively. Gross proceeds provided were $0.3 million and $22.4 million, respectively, during the three and nine months ended September 30, 2026 and net proceeds provided were $0.3 million and $21.8 million, respectively, after broker fees and commissions.
During the three and nine months ended September 30, 2025, we issued a total of 1,673,975 common shares under the 2025 ATM program which superseded our Previous ATM program at an average price of $3.11 per share. Gross and net proceeds provided were $5.2 million and $4.9 million, respectively, during the three and nine months ended September 30, 2025.
During the three and nine months ended September 30, 2025, we issued a total of 3,475,000 and 14,637,960 common shares, respectively, under our Previous ATM program at an average price of $2.62 and $1.88, respectively, per share. Gross proceeds provided were $9.1 million and $27.6 million, respectively, during the three and nine months ended September 30, 2025 and net proceeds provided were $8.7 million and $26.7 million, respectively.
On August 10, 2026, we announced the establishment of the 2026 ATM program. No sales under the 2026 ATM program will be made until the exhaustion or termination of the 2025 ATM program.
Other Share Issuances
During the nine months ended September 30, 2026, we issued 685,000 common shares upon the exercise of Options at a weighted average exercise price of $2.83. There were no such issuances during the three months ended September 30, 2026.
During the nine months ended September 30, 2026, we issued 868,526 common shares upon the vesting of restricted share units ("RSUs") and 55,762 common shares upon the conversion of deferred share units ("DSUs") to common shares. During the three months ended September 30, 2026, we issued 372,914 common shares upon the vesting of RSUs. No common shares were issued upon the conversion of DSUs during the three-month period.
EQUITY GRANTS
During the three months ended September 30, 2026, we granted 45,000 Options to an employee of Standard Lithium.
During the nine months ended September 30, 2026, we granted 1,212,981 Options, 802,543 RSUs, and 216,720 DSUs to directors, management, employees and contractors of Standard Lithium.
During the three months ended September 30, 2025, we granted 250,000 Options to an employee of Standard Lithium.
During the nine months ended September 30, 2025, we granted 2,806,452 Options, 1,463,192 RSUs, and 501,856 DSUs to directors, management and employees of Standard Lithium.
SUMMARY OF QUARTERLY RESULTS
The following table presents selected unaudited condensed consolidated interim financial information for the last eight quarters. This information should be read in conjunction with the audited consolidated financial statements for the year
13
STANDARD LITHIUM LTD.
Management's Discussion and Analysis
For the Three and Nine Months Ended September 30, 2026 and 2025
ended December 31, 2025, which have been prepared in accordance with International Financial Reporting Standards as issued by the IASB ("IFRS Accounting Standards"), stated in USD (in thousands):
Quarter Ended |
|
Total Revenues |
|
|
Net Loss |
|
|
Basic and diluted loss per share |
|
|||
December 31, 2024 |
|
$ |
— |
|
|
$ |
(24,682 |
) |
|
$ |
(0.13 |
) |
March 31, 2025 |
|
$ |
— |
|
|
$ |
(1,550 |
) |
|
$ |
(0.01 |
) |
June 30, 2025 |
|
$ |
— |
|
|
$ |
(4,982 |
) |
|
$ |
(0.03 |
) |
September 30, 2025 |
|
$ |
— |
|
|
$ |
(6,121 |
) |
|
$ |
(0.03 |
) |
December 31, 2025 |
|
$ |
— |
|
|
$ |
(35,745 |
) |
|
$ |
(0.15 |
) |
March 31, 2026 |
|
$ |
— |
|
|
$ |
(2,738 |
) |
|
$ |
(0.01 |
) |
June 30, 2026 |
|
$ |
— |
|
|
$ |
(3,052 |
) |
|
$ |
(0.01 |
) |
September 30, 2026 |
|
$ |
— |
|
|
$ |
(36,717 |
) |
|
$ |
(0.15 |
) |
Net loss has fluctuated across recent quarters, primarily due to a combination of non-cash items, including fair value adjustments and impairment charges as well as ongoing development-stage operating costs, rather than changes in core operating performance.
The net loss in the fourth quarter of 2024 was primarily attributable to an impairment expense related to our California Properties.
The net loss narrowed in the first quarter of 2025, supported by a fair value gain recognized on our investment in Aqualung following an equity transaction completed by Aqualung in which we did not participate. This gain partially offset continuing development-stage operating costs and helped mitigate the overall loss for the period.
The net loss increased during the second and third quarters of 2025. During the third quarter of 2025, general and administrative expenses increased as we accelerated activities on our projects, including the completion of the DFS for the South West Arkansas Project and publishing the maiden inferred mineral resource estimate for the Franklin Project. Additionally, there was a reduction of fair value gain recognized on our financial asset associated with the probability of achieving FID at our South West Arkansas Project given minimal changes in the probability assessment during the quarter.
The net loss further increased during the fourth quarter of 2025, largely attributable to an impairment expense related to a previous project at LANXESS' property. The non-cash charge reflected a reassessment of the carrying value in light of strategic and capital allocation considerations.
The net loss continued in the first quarter of 2026, primarily driven by investment losses from Smackover Lithium and loss on our Financial asset – FID, partially offset by a foreign exchange gain and interest income recognized during the period.
The net loss continued in the second quarter of 2026, primarily driven by ongoing development-stage operating costs and our share of the investment loss from Smackover Lithium, partially offset by a foreign exchange gain and interest income recognized during the period.
The net loss increased in the third quarter of 2026, primarily driven by a fair value loss on our Financial asset – FID, ongoing development-stage operating costs, and our share of the investment loss from Smackover Lithium, partially offset by interest income recognized during the period.
LIQUIDITY AND CAPITAL RESOURCES
We do not have a mineral property in commercial production and consequently do not receive revenue from the sale of lithium-based products. We currently have no operations that generate cash flow. We have financed our operations primarily through the issuance of common shares. Our continued operations are dependent on our ability to complete sufficient equity, debt or other financings or to generate cash flow.
14
STANDARD LITHIUM LTD.
Management's Discussion and Analysis
For the Three and Nine Months Ended September 30, 2026 and 2025
As of September 30, 2026 and December 31, 2025, we had working capital of $114.4 million and $147.6 million, respectively. Cash at September 30, 2026 and December 31, 2025 totaled $118.1 million and $152.3 million, respectively.
Cash flows
|
For the nine months ended September 30, |
|
|||||
|
2026 |
|
|
2025 |
|
||
Net cash used in operating activities |
$ |
(10,494 |
) |
|
$ |
(9,966 |
) |
Net cash used in investing activities |
|
(46,555 |
) |
|
|
(20,228 |
) |
Net cash provided by financing activities |
|
23,005 |
|
|
|
31,024 |
|
Effect of exchange rates on cash |
|
(154 |
) |
|
|
55 |
|
Net change in cash |
|
(34,198 |
) |
|
|
885 |
|
Cash, beginning of period |
|
152,314 |
|
|
|
31,177 |
|
Cash, end of period |
$ |
118,116 |
|
|
$ |
32,062 |
|
During the nine months ended September 30, 2026, we had a net cash outflow of $34.2 million.
Net cash used in investing activities primarily included $46.5 million of capital contributions to Smackover Lithium to advance development activities at the South West Arkansas Project and East Texas Properties. These investments supported activities under the Limited Notice to Proceed ("LNTP") at the South West Arkansas Project, as well as continued expansion of our mineral rights position in East Texas in preparation for the Franklin Project PEA.
Net cash used in operating activities was $10.5 million of operating expenditures primarily related to Demonstration Plant operations and back-office professional and corporate costs.
These cash outflows were partially offset by financing cash inflows of $23.0 million, primarily attributable to $22.4 million in gross proceeds from the issuance of common shares under our 2025 ATM program and the exercise of Options. We continued to exercise a disciplined approach to the use of our ATM program, taking into consideration prevailing market conditions and our capital requirements.
During the nine months ended September 30, 2025, we had a net cash inflow of $0.9 million, primarily driven by $32.5 million in gross proceeds from the issuance of common shares under our 2025 ATM program and Previous ATM program. These inflows were offset by $19.5 million of capital contributions to advance the development of the projects held by Smackover Lithium, along with $10.0 million of operating expenditures primarily related to Demonstration Plant testing and operations and back-office support functions.
Contractual Obligations
Contractual obligations are as follows (in thousands):
|
|
Payments due by periods |
|
|||||||||||||||||
|
|
Total |
|
|
Less than |
|
|
1 – 3 |
|
|
4 – 5 |
|
|
After |
|
|||||
Obligations Under Office Leases |
|
$ |
121 |
|
|
$ |
115 |
|
|
$ |
6 |
|
|
$ |
— |
|
|
$ |
— |
|
Other Obligations |
|
|
1,101 |
|
|
|
42 |
|
|
|
950 |
|
|
|
109 |
|
|
|
— |
|
Total |
|
$ |
1,222 |
|
|
$ |
157 |
|
|
$ |
956 |
|
|
$ |
109 |
|
|
$ |
— |
|
We expect to have sufficient access to capital to continue advancing toward FID for the initial phase of our South West Arkansas Project and for currently budgeted operations for at least the next twelve months via cash held on our balance sheet and alternative forms of financing. However, we expect that additional sources of capital will be required in order to take FID and begin construction at the initial phase of the South West Arkansas Project, and to continue expanding our leasehold position and de-risking the East Texas Properties. These activities may be funded through equity or debt financings, non-core asset sales, non-dilutive funding sources, or other financing alternatives in order to achieve our
15
STANDARD LITHIUM LTD.
Management's Discussion and Analysis
For the Three and Nine Months Ended September 30, 2026 and 2025
development objectives. There can be no certainty that such additional funds may be raised on a timely basis or on terms acceptable to us when required.
Other than our normal business activities, we do not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, our liquidity and capital resources either materially increasing or decreasing at present or in the foreseeable future. We do not engage in currency hedging to offset any risk of currency fluctuations.
LITIGATION MATTERS
On January 27, 2022, a putative securities class action lawsuit was filed against us and certain former executives in the United States District Court for the Eastern District of New York, captioned Gloster v. Standard Lithium Ltd., et al., 22-cv-0507 (E.D.N.Y.) (the "Action"). The complaint purports to seek relief on behalf of a class of investors who purchased or otherwise acquired our publicly traded securities between May 19, 2020 and November 17, 2021, and asserts violations of Section 10(b) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") against all defendants and Section 20(a) of the Exchange Act against the individually-named defendants. On April 27, 2022, the court granted Curtis T. Arata’s motion for appointment as lead plaintiff in the Action. Lead plaintiff filed an amended complaint on June 29, 2022, adding Andrew Robinson as a defendant and extending the class period to February 3, 2022. The amended complaint alleges, among other things, that during the proposed class period, defendants misrepresented and/or failed to disclose certain facts regarding our LiSTR DLE technology and "final product lithium recovery percentage" at our DLE Demonstration Plant in southern Arkansas. The amended complaint seeks various forms of relief, including monetary damages in an unspecified amount. Defendants filed a motion to dismiss the amended complaint on August 10, 2022, which became fully briefed on September 28, 2022. On September 28, 2025, the court dismissed the amended complaint in full. On October 29, 2025, the plaintiff filed a notice of appeal, which was fully briefed on May 13, 2026 and oral arguments were held before the court on November 10, 2026, pursuant to which the Court took the matter under advisement. As of September 30, 2026, we have not recorded any provision associated with this matter, as there is no probable liability that can be reasonably determined at this time.
TRANSACTIONS WITH RELATED PARTIES
Key management personnel are our directors and officers, who are responsible for planning, directing and controlling our activities.
Compensation to key management is comprised of the following (in thousands):
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Management and director fees(1) |
|
$ |
525 |
|
|
$ |
508 |
|
|
$ |
1,607 |
|
|
$ |
1,490 |
|
Share-based compensation |
|
|
906 |
|
|
|
1,010 |
|
|
|
2,767 |
|
|
|
3,573 |
|
|
|
$ |
1,431 |
|
|
$ |
1,518 |
|
|
$ |
4,374 |
|
|
$ |
5,063 |
|
(1) Management and director fees are comprised of salaries, bonuses, benefits and directors' fees included on our condensed consolidated interim statement of comprehensive loss.
16
STANDARD LITHIUM LTD.
Management's Discussion and Analysis
For the Three and Nine Months Ended September 30, 2026 and 2025
Related party receivables are included in Other current assets and receivables and related party payables are included in Accounts payable and accrued liabilities on our condensed consolidated interim statements of financial position. The balances as of the periods indicated are as follows (in thousands):
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Receivables |
|
|
|
|
|
|
||
Smackover Lithium(1) |
|
$ |
3,015 |
|
|
$ |
3,226 |
|
Total |
|
$ |
3,015 |
|
|
$ |
3,226 |
|
|
|
|
|
|
|
|
||
Accounts payable and accrued liabilities |
|
|
|
|
|
|
||
Smackover Lithium(2) |
|
$ |
4,700 |
|
|
$ |
4,700 |
|
Management and directors(3) |
|
|
1,042 |
|
|
|
2,160 |
|
Total |
|
$ |
5,742 |
|
|
$ |
6,860 |
|
OUTSTANDING SHARE DATA
Our authorized capital consists of an unlimited number of common voting shares and preferred shares without nominal or par value.
As of the date of this MD&A, there were 246,784,162 common shares issued and outstanding, and 12,306,679 Options, 2,123,723 DSUs and 2,425,248 RSUs outstanding.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, and contingent liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Estimates and judgments are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
During the three months ended September 30, 2026, we reassessed our functional currency based on changes in the underlying economic facts and circumstances. As a result of this assessment, we determined that a change in functional
17
STANDARD LITHIUM LTD.
Management's Discussion and Analysis
For the Three and Nine Months Ended September 30, 2026 and 2025
currency was appropriate. Except for the judgment associated with this determination, the critical accounting estimates and judgments used in the preparation of our condensed consolidated interim financial statements for the three and nine months ended September 30, 2026 remained consistent with those disclosed in Note 2 of our consolidated financial statements for the year ended December 31, 2025.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial assets and liabilities are recognized when we become a party to the contractual provisions of the financial instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and we have transferred substantially all risks and rewards of ownership. Our financial instruments consist of cash, restricted cash, receivables, long-term investments, financial assets, accounts payable and accrued liabilities. All of our financial instruments are classified into financial assets and liabilities measured at amortized cost, other than our investment in Aqualung and the Financial asset – FID, which are carried at fair value. All financial instruments are initially measured at fair value plus, in the case of items measured at amortized cost, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. For additional details about our financial instruments, please refer to Note 9 of the unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2026.
DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures are designed to provide reasonable assurance that material information is gathered and reported to management, as appropriate to allow for timely decisions regarding required public disclosure.
As described below, in our assessment of the effectiveness of our internal control over financial reporting as of September 30, 2026, management has concluded that, as of the end of the period covered by this MD&A, disclosure controls and procedures are designed effectively to ensure that information required to be disclosed in reports that we file or submit are (i) recorded, processed, summarized and reported within the time periods specified in the applicable Canadian securities laws and SEC rules and forms, and (ii) accumulated and communicated to our management, as appropriate to allow timely decisions regarding required public disclosure. Management believes the financial statements fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with IFRS Accounting Standards.
MANAGEMENT'S REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal controls over financial reporting as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings in Canada and Rules 13a-15(f) and 15d-15(f) of the Exchange Act in the U.S. Our internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with IFRS Accounting Standards.
An evaluation of our internal controls over financial reporting as of September 30, 2026 was conducted based on the Committee of Sponsoring Organizations of the Treadway Commission's Internal Control – Integrated Framework (2013).
There have been no changes in our internal controls over financial reporting that occurred during the three months ended September 30, 2026, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
LIMITATION OF CONTROLS AND PROCEDURES
Management believes that any disclosure controls and procedures or internal controls over financial reporting, no matter how well designed and operated, have their inherent limitations. Due to those limitations (resulting from unrealistic or unsuitable objectives, human judgment in decision making, human errors, management overriding internal controls, circumventing controls by the individual acts of some persons, by collusion of two or more persons, external events beyond the entity’s control), internal control can only provide reasonable assurance that the objectives of the control system are met.
18
STANDARD LITHIUM LTD.
Management's Discussion and Analysis
For the Three and Nine Months Ended September 30, 2026 and 2025
The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
RISK FACTORS
There are a number of risks that may have a material and adverse impact on our future operating and financial performance and could cause our operating and financial performance to differ materially from the estimates described in our forward-looking information. These risks include widespread risks associated with any form of business and specific risks associated with our business and involvement in the lithium exploration and development industry. Readers are advised to review and consider the risk factors disclosed in the AIF available under our profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
19
Exhibit 99.3
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, David Park, Chief Executive Officer of Standard Lithium Ltd., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Standard Lithium Ltd. (the "issuer") for the interim period ended September 30, 2026.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 ICFR – material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2026 and ended on September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: November 12, 2026
"David Park"
David Park
Chief Executive Officer
Exhibit 99.4
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Salah Gamoudi, Chief Financial Officer of Standard Lithium Ltd., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Standard Lithium Ltd. (the "issuer") for the interim period ended September 30, 2026.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 ICFR – material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2026 and ended on September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: November 12, 2026
"Salah Gamoudi"
Salah Gamoudi
Chief Financial Officer