Compass Minerals International Inc 10-Q for FY2026 Q1
Compass Minerals International Inc (CMP)
10-Q
2026-02-06
For: 2025-12-31
View Original
Added on
April 10, 2026
About this 10-Q
Compass Minerals International Inc filed this 10-Q on February 6, 2026, covering the quarter ended December 31, 2025 (FY2026 Q1).
Headline figures
Quarter ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $396.1M
- up 28.9% from $307.2M a year earlier
- Net income
- $18.6M
- compared with a net loss of $23.6M a year earlier
- Diluted EPS
- $0.43
- compared with -$0.57 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended December 31, 2025
or
For the transition period from _______________________ to __________________________
Commission File Number 001-31921
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||
(913 ) 344-9200
(Address of principal executive offices, zip code and telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such | ||||||||||||||
reports), and (2) has been subject to such filing requirements for the past 90 days. | ☑ | No | ☐ | |||||||||||
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that | ||||||||||||||
the registrant was required to submit such files). | ☑ | No | ☐ | |||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | |||||||||||||||||||||||
| Large accelerated filer | ☐ | ☑ | Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | |||||||||||||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |||||||||||||
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | Yes | ☐ | No | |||||||||||
The number of shares outstanding of the registrant’s common stock, $0.01 par value per share, as of January 30, 2026, was 41,863,273 shares.
| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
TABLE OF CONTENTS
| PART I. FINANCIAL INFORMATION | Page | |||||||
| PART II. OTHER INFORMATION | ||||||||
1
| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
| (Unaudited) | ||||||||||||||
| December 31, 2025 | September 30, 2025 | |||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
Receivables, less allowance for credit losses and rebates of $ | ||||||||||||||
Inventories, less allowance of $ | ||||||||||||||
Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant and equipment, net | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Goodwill | ||||||||||||||
Other noncurrent assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued salaries and wages | ||||||||||||||
Current portion of finance lease liabilities | ||||||||||||||
| Income taxes payable | ||||||||||||||
| Accrued interest | ||||||||||||||
| Accrued expenses and other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt, net of current portion | ||||||||||||||
Finance lease liabilities, net of current portion | ||||||||||||||
| Deferred income taxes, net | ||||||||||||||
| Other noncurrent liabilities | ||||||||||||||
| Commitments and contingencies (Note 7) | ||||||||||||||
| Stockholders’ equity: | ||||||||||||||
Common stock: $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
Treasury stock, at cost — | ( | ( | ||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Total stockholders’ equity | ||||||||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
2
| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in millions, except share and per share data)
| Three Months Ended December 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Sales | $ | $ | ||||||||||||||||||||||||
| Shipping and handling cost | ||||||||||||||||||||||||||
| Product cost | ||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||||||||
| Other operating expense | ||||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Other expense (income): | ||||||||||||||||||||||||||
| Interest income | ( | ( | ||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
Loss (gain) on foreign exchange | ( | |||||||||||||||||||||||||
| Other expense, net | ||||||||||||||||||||||||||
| Net income (loss) before income taxes | ( | |||||||||||||||||||||||||
| Income tax (benefit) expense | ( | |||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | |||||||||||||||||||||||
| Basic net income (loss) per common share | $ | $ | ( | |||||||||||||||||||||||
| Diluted net income (loss) per common share | $ | $ | ( | |||||||||||||||||||||||
| Weighted-average common shares outstanding (in thousands): | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
3
| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited, in millions)
| Three Months Ended December 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | |||||||||||||||||||||||
Other comprehensive income (loss): | ||||||||||||||||||||||||||
Unrealized gain from change in pension obligations, net of tax of $( | ||||||||||||||||||||||||||
Unrealized loss from change in other postretirement benefits, net of tax of $ | ( | |||||||||||||||||||||||||
Unrealized loss on cash flow hedges, net of tax of $ | ( | ( | ||||||||||||||||||||||||
Unrealized foreign currency translation adjustments | ( | |||||||||||||||||||||||||
Other comprehensive income (loss) | ( | |||||||||||||||||||||||||
Total comprehensive income (loss) | $ | $ | ( | |||||||||||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
4
| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited, in millions)
Common Stock | Additional Paid-In Capital | Treasury Stock | Retained Earnings (Loss) | Accumulated Other Comprehensive Loss | Total | |||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||
| Total comprehensive income | — | — | — | |||||||||||||||||||||||||||||||||||
| Shares issued for stock units, net of shares withheld for taxes | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||
Common Stock | Additional Paid-In Capital | Treasury Stock | Retained Earnings (Loss) | Accumulated Other Comprehensive Loss | Total | |||||||||||||||||||||||||||||||||
Balance, September 30, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Total comprehensive loss | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Shares issued for stock units, net of shares withheld for taxes | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
Balance, December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
5
| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in millions)
| Three Months Ended December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income (loss) | $ | $ | ( | |||||||||||
| Adjustments to reconcile net income (loss) to net cash flows provided by operating activities: | ||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||
| Amortization of deferred financing costs | ||||||||||||||
Non-cash portion of stock-based compensation | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Unrealized foreign exchange loss (gain) | ( | |||||||||||||
| Other, net | ( | |||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||
| Receivables | ( | ( | ||||||||||||
| Inventories | ||||||||||||||
| Other assets | ( | |||||||||||||
| Accounts payable and accrued expenses and other current liabilities | ( | |||||||||||||
| Other liabilities | ( | |||||||||||||
| Net cash used in operating activities | ( | ( | ||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Other, net | ( | ( | ||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
Borrowings under revolving credit facility | ||||||||||||||
Repayments under revolving credit facility | ( | ( | ||||||||||||
Proceeds from issuance of long-term debt | ||||||||||||||
Principal payments on long-term debt | ( | ( | ||||||||||||
Payment of deferred financing costs | ( | |||||||||||||
| Shares withheld to satisfy employee tax obligations | ( | ( | ||||||||||||
Other, net | ( | ( | ||||||||||||
| Net cash provided by financing activities | ||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | |||||||||||||
| Net change in cash and cash equivalents | ( | |||||||||||||
| Cash and cash equivalents, beginning of the year | ||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
| Supplemental cash flow information: | |||||||||||
| Interest paid, net of amounts capitalized | $ | $ | |||||||||
| Income taxes paid, net of refunds | $ | $ | |||||||||
Non-cash activities: | |||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | $ | |||||||||
| Right-of use assets obtained in exchange for new finance lease liabilities | $ | $ | |||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
6
| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Compass Minerals International, Inc. (“CMI”), through its subsidiaries (collectively, the “Company”), is a leading global provider of essential minerals focused on safely delivering where and when it matters to help solve nature’s challenges for customers and communities. The Company’s salt products help keep roadways safe during winter weather and are used in numerous other consumer, industrial, chemical and agricultural applications. Its plant nutrition business is the leading North American producer of sulfate of potash (“SOP”), which is used in the production of specialty fertilizers for high-value crops and turf and helps improve the quality and yield of crops, while supporting sustainable agriculture. The Company’s principal products are salt, consisting of sodium chloride and magnesium chloride, and SOP. The Company’s production sites are located in the United States (“U.S.”), Canada and the United Kingdom (“U.K.”). The Company also provides records management services in the U.K. Except where otherwise noted, references to North America include only the continental U.S. and Canada, and references to the U.K. include only England, Scotland and Wales. References to “Compass Minerals,” “our,” “us” and “we” refer to CMI and its consolidated subsidiaries.
CMI is a holding company with no significant operations other than those of its wholly-owned subsidiaries. The consolidated financial statements include the accounts of CMI and its wholly-owned domestic and foreign subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
The accompanying condensed consolidated balance sheet as of September 30, 2025, which was derived from audited financial statements, and the unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. As a result, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (“2025-K”). In the opinion of management, these interim financial statements reflect all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position and results of operations.
Accounting Pronouncements Issued Not Yet Adopted
Income Tax Disclosures. In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which updates income tax disclosures by requiring consistent categories and additional disaggregation of information in the rate reconciliation and income taxes paid by jurisdiction. The ASU is effective for fiscal years beginning after December 15, 2024, and is effective for the Company beginning in the annual report for the fiscal year ended September 30, 2026. Early adoption is permitted. The amendments should be applied prospectively; however, retrospective application is permitted. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures.
Disaggregation of Income Statement Expenses. In November 2024, the FASB issued amended guidance related to disclosure of disaggregated expenses (“ASU 2024-03”). This amendment requires public business entities to provide detailed disclosures in the notes to financial statements disaggregating specific expense categories, including employee compensation, depreciation, and intangible asset amortization, as well as certain other disclosures to provide enhanced transparency into the nature and function of expenses. This guidance is effective for annual periods beginning in the Company’s annual report for the fiscal year ended September 30, 2028 and interim periods following annual adoption, with early adoption permitted. This guidance will be applied on a prospective basis with retrospective application permitted. Management is currently evaluating ASU 2024-03 to determine its impact on the Company’s disclosures.
Interim Reporting. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), to improve the guidance for interim reporting and clarify when that guidance is applicable. This ASU provides a comprehensive list of required interim disclosures and also requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. For the Company, the guidance becomes effective in the first interim period of the fiscal year ended September 30, 2029. Early adoption is permitted. Management is currently evaluating ASU 2025-11 to determine its impact on the Company’s disclosures.
7
| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
2. REVENUES
Disaggregation of Revenue
Revenue is disaggregated in the following table by timing of revenue recognition (in millions):
| Three Months Ended December 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Timing of revenue recognition: | ||||||||||||||||||||||||||
| Products and services transferred at a point in time | $ | $ | ||||||||||||||||||||||||
Products and services transferred over time(a) | ||||||||||||||||||||||||||
| Total revenues | $ | $ | ||||||||||||||||||||||||
(a) Amounts include records management business utilizing excavated areas of its Winsford salt mine with one other location in London, England.
For disaggregation of sales by segment and type, see Note 8. Operating Segments.
Receivables
The following table provides the balances of receivables (in millions):
| December 31, 2025 | September 30, 2025 | |||||||||||||
| Current Assets: | ||||||||||||||
Receivables related to contracts with customers | $ | $ | ||||||||||||
Miscellaneous receivables(a) | ||||||||||||||
Total receivables | $ | $ | ||||||||||||
(a)Refer to Note 7. Commitments and Contingencies for additional information.
Deferred Revenue
3. INVENTORIES
Inventories consist of the following (in millions):
| December 31, 2025 | September 30, 2025 | |||||||||||||
| Finished goods | $ | $ | ||||||||||||
| Work in process | ||||||||||||||
Raw materials and supplies(a) | ||||||||||||||
| Total inventories | $ | $ | ||||||||||||
8
| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
4. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net, consists of the following (in millions):
| December 31, 2025 | September 30, 2025 | |||||||||||||
| Land, buildings and structures, and leasehold improvements | $ | $ | ||||||||||||
| Machinery and equipment | ||||||||||||||
| Office furniture and equipment | ||||||||||||||
| Mineral interests | ||||||||||||||
| Construction in progress | ||||||||||||||
| Less: accumulated depreciation and depletion | ( | ( | ||||||||||||
| Property, plant and equipment, net | $ | $ | ||||||||||||
The following table provides supplemental non-cash activities (in million):
| Three Months Ended December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Purchases of Property, plant and equipment in Accounts payable | $ | $ | ||||||||||||
| Purchases of Property, plant and equipment in Accrued expenses and other current liabilities | ||||||||||||||
| Transfers of Property, plant and equipment from Inventory | ||||||||||||||
5. INCOME TAXES
The Company’s effective income tax rate differs from the U.S. statutory federal income tax rate primarily due to U.S. statutory depletion, state income taxes (net of federal tax benefit), nondeductible executive compensation over $1 million, foreign income, mining and withholding taxes, base erosion and anti-abuse tax, and valuation allowances recorded on deferred tax assets.
The effective tax rates applied to the three months ended December 31, 2025 were determined by excluding the U.S. losses from the overall estimated annual effective tax rate computations and a separate estimated annual effective tax rate was computed and applied to the ordinary U.S. losses.
Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred in the U.S. over the three-year period ended December 31, 2025. Such objective evidence limits the ability to consider other subjective evidence, such as the Company’s projections for future income. On the basis of this evaluation, during the three months ended December 31, 2025, no change in valuation allowance has been recorded to recognize the portion of the U.S. deferred tax assets that is more likely than not to be realized. The amount of the deferred tax assets considered realizable, however, could be adjusted if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as the Company’s projections for income.
As of both December 31, 2025 and September 30, 2025, the Company had $80.5 7.1
In November 2025, the Company reached a settlement with a Canadian provincial tax authority regarding a tax dispute for fiscal years 2002 through 2018. The Canadian provincial tax authority had challenged tax positions claimed by one of the Company’s Canadian subsidiaries and issued tax reassessments for fiscal years 2002 through 2020. The reassessments were the result of ongoing audits and totaled $209.8 million, including interest as of September 30, 2025.
9
| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
The settlement resolved the dispute for tax years 2002 through 2018. In connection with the settlement, the Company has also revised its mining tax calculations for tax years subsequent to 2018 consistent with the principles agreed to in the settlement agreement. The Company is in the process of amending the relevant tax returns to obtain the associated federal and provincial refunds. The total net expected cash outlay, after taking into account expected federal refunds and deductions associated with the agreed upon tax and interest as well as estimated subsequent tax year impacts is $8.2 million. Additionally, the settlement and other updates to uncertain tax positions resulted in an overall tax benefit of $6.2 million, for the three months ended December 31, 2025.
The Company previously paid $35.8 24.8 million related to tax years 2002 through 2018 was paid during the three months ended December 31, 2025.
The additional impacts of the settlement on the Consolidated Balance Sheets at December 31, 2025, as compared to September 30, 2025, included an increase of $21.9 million in Other current assets, due to expected federal refunds from amended returns to be filed; a decrease in Other noncurrent assets of $47.1 million, primarily due to the application of the deposit to the amount of the total settlement; and a decrease in Other noncurrent liabilities of $56.2 million, due to the change in reserves for uncertain tax positions. With the settlement, the performance bonds of $157.4 million posted as collateral for the 2002 through 2018 period were released.
On July 4, 2025, the U.S. enacted a budget reconciliation package known as the “One Big Beautiful Bill Act of 2025” (“OBBBA”), which includes both tax and non-tax provisions. While the Company will realize some benefit from the relaxing of interest deduction limitations, the Company does not view the legislation to significantly impact its income tax profile.
6. LONG-TERM DEBT AND FINANCE LEASE LIABILITIES
Total long-term carrying value of debt and finance lease liabilities consists of the following (in millions):
| December 31, 2025 | September 30, 2025 | ||||||||||
| Secured Debt: | |||||||||||
| Revolving Credit Facility due May 2028 | $ | $ | |||||||||
| Subordinated Debt: | |||||||||||
| Accounts Receivable Securitization Facility expires March 2027 | |||||||||||
| Total principal amount of debt | |||||||||||
| Finance lease liabilities | |||||||||||
| Unamortized deferred financing costs | ( | ( | |||||||||
| Total carrying value of debt and finance lease liabilities | |||||||||||
| Current portion of finance lease liabilities | ( | ( | |||||||||
| Total long-term carrying value of debt and finance lease liabilities | $ | $ | |||||||||
On June 16, 2025, the Company issued $650.0 million aggregate principal amount of its 8.00 % Senior Notes due 2030 in a private offering, pursuant to an indenture, dated June 16, 2025 (the “2030 Notes”), among the Company, the subsidiary guarantors named therein and Computershare Trust Company, N.A., as trustee. The 2030 Notes are senior unsecured obligations, with interest payable semi-annually on January 1 and July 1. The 2030 Notes are guaranteed by certain of the Company’s domestic subsidiaries. The 2030 Notes will mature on July 1, 2030. The Company incurred $13.0 million in deferred financing costs, including arrangement, legal and other fees, and will be amortized to interest expense over the 5-year term of the 2030 Notes.
10
| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
The indenture governing the 2030 Notes contains covenants limiting other indebtedness, dividends, purchases or redemptions of stock, transactions with affiliates, and mergers and sales of assets.
In November 2019, the Company issued $500.0 million aggregate principal amount of it 6.75 % Senior Notes due December 2027 (the “2027 Notes”), which are subordinate to the 2023 Credit Agreement borrowings. The 2027 Notes are unsecured obligations and are guaranteed by certain of the Company’s domestic subsidiaries. Interest on the 2027 Notes is due semi-annually in June and December. The 2027 Notes mature on December 1, 2027 and are subordinated to all existing and future indebtedness.
The indenture governing the 2027 Notes contains covenants limiting other indebtedness, dividends, purchases or redemptions of stock, transactions with affiliates, and mergers and sales of assets.
Accounts Receivable Securitization Facility
On June 30, 2020, certain of the Company’s U.S. subsidiaries entered into a three-year committed revolving accounts receivable financing facility (the “AR Facility”) of up to $100.0 million with PNC Bank, National Association (“PNC”), as administrative agent and lender, and PNC Capital markets, LLC, as structuring agent. The AR Facility was further amended by the First Amendment to the AR Facility, dated as of June 27, 2022, the Second Amendment to the AR Facility, dated as of January 31, 2023, the Third Amended to the AR Facility, dated as of March 27, 2024 (extending the AR facility to March 2027), the Fourth Amended to the AR Facility, dated as of August 12, 2024, and the Fifth Amendment to the AR Facility, dated as of September 13, 2024.
In connection with the AR Facility, one of the Company’s U.S. subsidiaries, from time to time, sells and contributes receivables and certain related assets to a special purposes entity and wholly-owned U.S. subsidiary of the Company (the “SPE”). The SPE finances its acquisition of the receivables by obtaining secured loans from PNC and the other lenders party to a receivables financing agreement. A U.S. subsidiary of the Company services the receivables on behalf of the SPE for a fee. In addition, the Company has agreed to guarantee the performance by its subsidiaries. The Company and its subsidiaries do not guarantee the loan principal or interest under the receivables financing agreement or the collectability of the receivables under the AR Facility.
Amended and Restated Credit Agreement
The Company is party to its 2023 Credit Agreement, dated April 20, 2016 (as amended and restated as of November 26, 2019, as amended and restated as of May 5, 2023, as further amended by the First Amendment to the Credit Agreement, dated as March 27, 2024, the Second Amendment to the Credit Agreement, dated as of August 12, 2024, the Third Amendment to the Credit Agreement, dated as of September 13, 2024, the Fourth Amendment to the Credit Agreement, dated as of December 12, 2024, and the Fifth Amendment, dated as of June 16, 2025), (together the “Amended and Restated 2023 Credit Agreement”).
The Fifth Amendment, dated as of June 16, 2025 under the Amended and Restated 2023 Credit Agreement, among other things, fixed the aggregate revolving commitments at $325.0 million. The revolving credit facility under the Amended and Restated 2023 Credit Agreement is secured by substantially all existing and future U.S. assets of the Company, the Goderich mine in Ontario, Canada, and capital stock of certain subsidiaries.
As of December 31, 2025, the Company had borrowings of $10.0 million outstanding under the revolving credit facility. Also, as of December 31, 2025, outstanding letters of credit totaling $20.0 million further reduced the available borrowing capacity under the Company’s $325.0 million revolving credit facility to $295.0 million. Borrowings, if any, accrue interest at a rate per annum based on, at the Company’s option, the Adjusted Term SOFR Rate, Adjusted EURIBO Rate, Canadian Prime Rate, or Sterling Overnight Index Average, plus applicable margin. As of December 31, 2025, the weighted average interest rate on the revolving credit facility borrowings under the Amended and Restated 2023 Credit Agreement was approximately 6.5 %.
Covenant Compliance
As of December 31, 2025, the Company was in compliance with its covenants.
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| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
7. COMMITMENTS AND CONTINGENCIES
The Company is subject to legal and administrative proceedings and claims of various types from the ordinary course of the Company’s business. If management believes that a loss arising from these actions is probable and can reasonably be estimated, the Company records the amount of the loss or the minimum estimated liability when the loss is estimated using a range and no point is more probable than another. As additional information becomes available, any potential liability related to these actions is assessed and the estimates are revised, if necessary.
Management cannot predict the outcome of legal claims and proceedings with certainty. Nevertheless, management believes that the outcome of legal proceedings and claims, which are pending or known to be threatened, even if determined adversely, will not, individually or in the aggregate, have a material adverse effect on the Company’s results of operations, cash flows or financial position given current insurance coverage, except as otherwise described in this Note 7.
On February 1, 2023, a shareholder derivative lawsuit was filed in the District of Kansas by an individual shareholder, purportedly on behalf of the Company. The lawsuit alleged that certain directors and executives breached their fiduciary duties to shareholders by failing to prevent the dissemination of misstatements and omissions from October 30, 2017 to November 18, 2018. On October 30, 2024, an additional shareholder derivative lawsuit was filed in the District of Kansas by an individual shareholder, purportedly on behalf of the Company. The lawsuit alleged that certain directors and executives breached their fiduciary duties to shareholders by willfully or recklessly causing the Company to make false and/or misleading statements and/or omissions of material fact from October 31, 2017 to October 21, 2022. On February 28, 2025, this matter was consolidated with the derivative matter filed on February 1, 2023. On May 27, 2025, the parties reached an agreement in principle to resolve the consolidated derivative lawsuit in exchange for the Company’s agreement to adopt certain corporate governance reforms. A motion for final approval of the settlement was filed with the court on September 2, 2025. On October 14, 2025, the court held a hearing at which it approved the settlement, including fees and expenses awarded to lead counsel and plaintiffs. Insurers for the defendant directors and executives thereafter made their respective payments for the full amount of the awarded fees and expenses pursuant to their commitments and in accordance with the court’s order and the settlement agreement.
On April 24, 2024, a putative securities class action was filed in the United States District Court for the District of Kansas. The complaint alleged that the Company and certain individuals made materially false and misleading statements regarding Fortress North America, the Company’s former fire retardant business, and that shareholders were damaged by these statements. On December 12, 2024, the court appointed lead plaintiff and counsel. Plaintiffs filed an Amended Complaint on February 10, 2025. The parties have executed the settlement agreement dated June 30, 2025, to resolve the matter, which settlement was consented to by the Company’s insurers. On January 7, 2026, the court granted final approval of the settlement for $4.9 million, of which approximately $1.0 million of the settlement was paid by the Company.
On October 30, 2024, a shareholder derivative lawsuit was brought against certain current and former officers and directors of the Company, purportedly on behalf of the Company. The lawsuit alleges that from November 29, 2023 to March 22, 2024, certain current and former officers and directors willfully or recklessly caused the Company to make false and/or misleading statements and/or omissions of material fact regarding the Company’s fire retardant business. On April 9, 2025, an additional derivative lawsuit was brought against certain current and former officers and directors of the Company, purportedly on behalf of the Company. The lawsuit alleges that certain current and former officers and directors caused Compass Minerals to make misleading statements regarding the Company’s fire retardant business. In an order dated June 3, 2025, the court consolidated the two derivative actions for the discovery phase of the actions. On July 30, 2025, the plaintiffs in the consolidated derivative action filed a verified amended consolidated shareholder derivative complaint asserting claims that certain statements made between February 8, 2023 and March 25, 2024 about the Company’s fire retardant business were false and/or misleading. The parties have executed a settlement agreement dated October 24, 2025, to resolve the derivative actions, subject to obtaining court approval. Pursuant to the settlement agreement, the Company will implement certain corporate governance reforms as specified therein, and the Company’s insurers have agreed to pay legal fees and expenses to plaintiffs’ counsel. The court granted preliminary approval of the settlement on December 10, 2025, and scheduled a hearing for final approval for February 20, 2026.
On October 25, 2024, the Company issued a recall for specific production lots of food-grade salt produced at its Goderich Plant following a customer report of a non-organic, foreign material in its product. The Company subsequently expanded the voluntary recall to include food products from the Goderich Plant between September 18, 2024 and November 6, 2024. The Company followed recall protocol and notified its BRCGS Global Standard for Food Safety certifying body, the Canadian Food Inspection Agency (“CFIA”) and the U.S. Food and Drug Administration (“FDA”). The Company has completed its investigation and continues to assess the scope and magnitude of asserted and potential customer claims related to the recall. At this time, based on currently available information and its applicable insurance coverage, the Company does not believe any incremental losses will have a material adverse effect on its results of operations or cash flows in future periods. The recall in
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| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
the United States, supervised by the FDA, is complete, and the matter is closed with FDA. The CFIA has conducted a follow-up inspection of the Goderich Plant to verify compliance with regulatory requirements and identified no non-compliances.
8. OPERATING SEGMENTS
The Company’s reportable segments are strategic business units that offer different products and services, and each business requires different technology and marketing strategies. For the three months ended December 31, 2025 and December 31, 2024, the Company has presented two
The chief operating decision maker (“CODM”) is the Company’s President and Chief Executive Officer. The primary measure of segment profit or loss used by the CODM to regularly evaluate performance, make key operating decisions and determine resource allocation of and among each operating segment is operating income.
Segment information is as follows (in millions):
| Three Months Ended December 31, 2025 | Salt | Plant Nutrition | Corporate & Other(a) | Total | ||||||||||||||||||||||
Sales to external customers(b) | $ | $ | $ | $ | ||||||||||||||||||||||
| Intersegment sales | ( | — | ||||||||||||||||||||||||
| Shipping and handling cost | ||||||||||||||||||||||||||
| Product cost | ||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||||||||
| Operating income (loss) | ( | |||||||||||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||||||||||||
| Total assets (as of end of period) | ||||||||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||||||||
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| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
| Three Months Ended December 31, 2024 | Salt | Plant Nutrition | Corporate & Other(a) | Total | ||||||||||||||||||||||
Sales to external customers(b) | $ | $ | $ | $ | ||||||||||||||||||||||
| Intersegment sales | ( | — | ||||||||||||||||||||||||
| Shipping and handling cost | ||||||||||||||||||||||||||
| Product cost | ||||||||||||||||||||||||||
| Gross profit (loss) | ( | ( | ||||||||||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||||||||
| Other operating expense | ||||||||||||||||||||||||||
| Operating income (loss) | ( | ( | ||||||||||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||||||||||||
| Total assets (as of end of period) | ||||||||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||||||||
Disaggregated revenue by product type is as follows (in millions):
| Three Months Ended December 31, 2025 | Salt | Plant Nutrition | Corporate & Other(a) | Total | ||||||||||||||||||||||
| Highway Deicing Salt | $ | $ | $ | $ | ||||||||||||||||||||||
| Consumer & Industrial Salt | ||||||||||||||||||||||||||
| SOP | ||||||||||||||||||||||||||
| Eliminations & Other | ( | |||||||||||||||||||||||||
| Sales to external customers | $ | $ | $ | $ | ||||||||||||||||||||||
| Three Months Ended December 31, 2024 | Salt | Plant Nutrition | Corporate & Other(a) | Total | ||||||||||||||||||||||
| Highway Deicing Salt | $ | $ | $ | $ | ||||||||||||||||||||||
| Consumer & Industrial Salt | ||||||||||||||||||||||||||
| SOP | ||||||||||||||||||||||||||
| Eliminations & Other | ( | |||||||||||||||||||||||||
| Sales to external customers | $ | $ | $ | $ | ||||||||||||||||||||||
(a)Corporate and Other includes corporate entities, records management operations and other incidental operations and eliminations. Operating income (loss) for corporate and other includes indirect corporate overhead, including costs for general corporate governance and oversight, as well as costs for the human resources, information technology, legal and finance functions.
9. STOCKHOLDERS’ EQUITY AND EQUITY INSTRUMENTS
Equity Compensation Awards
The 2020 Incentive Award Plan (as amended from time to time, the “2020 Plan”) provides for grants of equity awards to executive officers, other employees and directors, including restricted stock units (“RSUs”), performance stock units (“PSUs”), stock options, deferred stock units and other equity-based awards.
Stock-based compensation expense recorded in selling, general and administrative expenses in the Consolidated Statements of Operations was $2.3 million and $3.9 million for the three months ended December 31, 2025 and December 31, 2024, respectively. As of December 31, 2025, there was approximately $13.5 million of total estimated unrecognized compensation cost, assuming attainment of the performance target estimates, related to stock-based compensation arrangements expected to be recognized over a weighted average period of approximately 1.9 years.
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| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
Non-Employee Director Compensation. Non-employee directors may defer all or a portion of the fees payable for their service into deferred stock units, equivalent to the value of the Company’s common stock. The annual fees related to the director’s equity compensation were granted in deferred stock units or restricted stock units and will vest on the earlier of the day immediately preceding the Issuer's next annual meeting (as long as the meeting is held at least 50 weeks from the grant date) and the first anniversary of the grant date. In relation to these annual fees, the Company granted a pro-rata share of 5,392 RSUs to new directors during the three months ended December 31, 2025. Additionally, as dividends are declared on the Company’s common stock, these deferred stock units are entitled to accrete dividends in the form of additional units based on the stock price on the dividend payment date. Accumulated deferred stock units are distributed in the form of Company common stock at a future specified date or following resignation from the Board of Directors, based upon the director’s annual election. During the three months ended December 31, 2025, common shares of 6,641 were issued from treasury shares for director compensation related to quarterly fees payable and 2,260 deferred stock units.
RSUs. During the three months ended December 31, 2025, the Company granted 446,396 RSUs which vest after to three years of service entitling the holders to one share of common stock for each vested RSU. The unvested RSUs do not have voting rights but are entitled to receive non-forfeitable dividends or other distributions that may be declared on the Company’s common stock equal to the per-share dividend declared. The closing stock price on the date of each grant was used to determine the fair value of RSUs.
PSUs. During the three months ended December 31, 2025, the Company granted 182,071 PSUs based upon certain performance criteria and metrics (“2026 Scorecard PSUs”). The actual number of shares of common stock that may be earned with respect to 2026 Scorecard PSUs is calculated based upon the attainment of certain thresholds for free cash flow and return on capital employed during each year of the three-year performance period and may range from 0 % to 200 % for each measure. Additionally, a modifier will increase or decrease the payout by 20 % based upon relative total shareholder return against the Company’s peer group.
To estimate the fair value of the 2026 Scorecard PSUs on the grant date, the Company used a Monte-Carlo simulation model. This model uses historical stock prices to estimate expected volatility and the Company’s correlation to the peer group. The input for the expected stock price volatility was 48 %. In addition, the Company used inputs for the risk-free rate of 3.5 %, expected dividend yield of 0 %, and the Company’s closing stock price on the grant date to estimate the fair value of the 2026 Scorecard PSUs. The Company will adjust the expense of the 2026 Scorecard PSUs based upon its estimate of the number of shares that will ultimately vest at each interim date during the vesting period.
Options. Substantially all of the stock options granted vest ratably, in tranches, over a four-year service period. Unexercised options expire after seven years . Options do not have dividend or voting rights. Upon vesting, each option can be exercised to purchase one share of the Company’s common stock.
The following table summarizes stock-based compensation activity during the three months ended December 31, 2025:
| Stock Options | RSUs | PSUs(a) | ||||||||||||||||||||||||||||||||||||
| Number | Weighted-average exercise price | Number | Weighted-average fair value | Number | Weighted-average fair value | |||||||||||||||||||||||||||||||||
Outstanding at September 30, 2025 | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||||||||||||||
Released from restriction(b) | ( | |||||||||||||||||||||||||||||||||||||
| Cancelled/expired | ( | ( | ||||||||||||||||||||||||||||||||||||
Outstanding at December 31, 2025 | $ | $ | $ | |||||||||||||||||||||||||||||||||||
(a)Until the performance period is completed, PSUs are included in the table at the target level at their grant date and at that target level represents one share of common stock per PSU.
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| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
Accumulated Other Comprehensive Loss (“AOCL”)
The Company’s comprehensive income (loss) is comprised of net loss, net amortization of the unrealized loss of the pension obligation, the change in the unrealized gain in other postretirement benefits, the change in the unrealized gain (loss) on natural gas and foreign currency cash flow hedges and currency translation adjustment (“CTA”). The components of and changes in AOCL are as follows (in millions):
Three Months Ended December 31, 2025(a) | Gains and (Losses) on Cash Flow Hedges | Defined Benefit Pension | Other Post-Employment Benefits | Foreign Currency | Total | ||||||||||||||||||||||||
| Beginning balance | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||
Other comprehensive loss before reclassifications(b) | ( | ||||||||||||||||||||||||||||
Amounts reclassified from AOCL(c) | |||||||||||||||||||||||||||||
| Net current period other comprehensive income (loss) | ( | ||||||||||||||||||||||||||||
| Ending balance | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||
(a)With the exception of the CTA, for which no tax effect is recorded, the changes in the components of AOCL presented in the tables above are reflected net of applicable income taxes.
(b)The Company recorded foreign exchange loss of $1.4 million in the three months ended December 31, 2025, in AOCL related to intercompany notes which were deemed to be of a long-term investment nature.
10. DERIVATIVE FINANCIAL INSTRUMENTS
The Company is subject to various types of market risks, including interest rate risk, foreign currency exchange rate transaction and translation risk and commodity pricing risk. Management may take actions to mitigate the exposure to these types of risks, including entering into forward purchase contracts and other financial instruments. The Company manages a portion of its commodity pricing risks and foreign currency exchange rate risks by using derivative instruments. From time to time, the Company may enter into foreign exchange contracts to mitigate foreign exchange risk. The Company does not seek to engage in trading activities or take speculative positions with any financial instrument arrangement. The Company enters into natural gas derivative instruments and foreign currency derivative instruments with counterparties it views as creditworthy. However, the Company does attempt to mitigate its counterparty credit risk exposures by, among other things, entering into master netting agreements with some of these counterparties. The Company records derivative financial instruments as either assets or liabilities at fair value in its Condensed Consolidated Balance Sheets and the balances were not material as of December 31, 2025 and September 30, 2025.
Natural Gas Derivative Instruments
Natural gas is consumed at several of the Company’s production facilities, and changes in natural gas prices impact the Company’s operating margin. The Company seeks to reduce the earnings and cash flow impacts of changes in market prices of natural gas by fixing the purchase price of up to 90 % of its forecasted natural gas usage. It is the Company’s policy to consider hedging portions of its natural gas usage up to 36 months in advance of the forecasted purchase. As of December 31, 2025, the Company had entered into natural gas derivative instruments to hedge a portion of its natural gas purchase requirements through December 31, 2026. As of December 31, 2025 and September 30, 2025, the Company had agreements in place to hedge forecasted natural gas purchases of 2.0 million and 2.6 million MMBtus, respectively. All natural gas derivative instruments held by the Company as of December 31, 2025 and September 30, 2025 qualified and were designated as cash flow hedges. The Company recorded a net expense related to the natural gas cash flow hedges of $0.5 million and $0.6 million in
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| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
Product costs, during the three months ended December 31, 2025 and December 31, 2024, respectively. As of December 31, 2025, the Company expects to reclassify from AOCL to earnings during the next twelve months $1.3 million of net losses on derivative instruments related to its natural gas hedges. Refer to Note 11. Fair Value Measurements for the estimated fair value of the Company’s natural gas derivative instruments as of December 31, 2025.
The following tables present the fair value of the Company’s derivatives (in millions):
| Asset Derivatives | Liability Derivatives | |||||||||||||||||||||||||
| Consolidated Balance Sheet Location | December 31, 2025 | Consolidated Balance Sheet Location | December 31, 2025 | |||||||||||||||||||||||
| Derivatives designated as hedging instruments: | ||||||||||||||||||||||||||
| Commodity contracts | Other current assets | $ | Accrued expenses and other current liabilities | $ | ||||||||||||||||||||||
| Commodity contracts | Other assets | Other noncurrent liabilities | ||||||||||||||||||||||||
Total derivatives(a) | $ | $ | ||||||||||||||||||||||||
(a)The Company has master netting agreements with its commodity hedge counterparties and accordingly has netted in its Consolidated Balance Sheets $5.3 million of its commodity contracts that are in receivable positions against its contracts in payable positions.
| Asset Derivatives | Liability Derivatives | |||||||||||||||||||||||||
| Consolidated Balance Sheet Location | September 30, 2025 | Consolidated Balance Sheet Location | September 30, 2025 | |||||||||||||||||||||||
| Derivatives designated as hedging instruments: | ||||||||||||||||||||||||||
| Commodity contracts | Other current assets | $ | Accrued expenses and other current liabilities | $ | ||||||||||||||||||||||
| Commodity contracts | Other assets | Other noncurrent liabilities | ||||||||||||||||||||||||
Total derivatives(a) | $ | $ | ||||||||||||||||||||||||
(a)The Company has master netting agreements with its commodity hedge counterparties and accordingly has netted in its Condensed Consolidated Balance Sheets $7.8 million of its commodity contracts that are in receivable positions against its contracts in payable positions.
The following table presents activity related to accumulated other comprehensive (loss) income before taxes (in millions):
| Three Months Ended December 31, 2025 | ||||||||||||||||||||
| Derivatives in Cash Flow Hedging Relationships: | Location of Change Reclassified from AOCL into Income (Effective Portion) | Net Loss Recognized in AOCL on Derivatives (Effective Portion) | Net Loss Reclassified from AOCL into Income (Effective Portion) | |||||||||||||||||
| Commodity contracts | Product cost | $ | ( | $ | ||||||||||||||||
| Total | $ | ( | $ | |||||||||||||||||
11. FAIR VALUE MEASUREMENTS
The Company’s financial instruments are measured and reported at their estimated fair values. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction. When available, the Company uses quoted prices in active markets to determine the fair values for its financial instruments (Level 1 inputs) or, absent quoted market prices, observable market-corroborated inputs over the term of the financial instruments (Level 2 inputs). The Company does not have any unobservable inputs that are not corroborated by market inputs (Level 3 inputs), except as stated below.
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| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
Recurring Fair Value Measurements
The following table summarizes the fair value hierarchy for each type of instrument carried at fair value on a recurring basis (in millions):
Fair Value Measurements at December 31, 2025 Using | ||||||||||||||||||||||||||
Total Carrying Value at December 31, 2025 | Quoted Prices in Active Market (Level One) | Significant Other Observable Inputs (Level Two) | Significant Unobservable Inputs (Level Three) | |||||||||||||||||||||||
| Asset Class: | ||||||||||||||||||||||||||
Mutual fund investments in a non-qualified savings plan(a)(b) | $ | $ | $ | $ | ||||||||||||||||||||||
| Derivatives – natural gas instruments, net | ||||||||||||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
| Liability Class: | ||||||||||||||||||||||||||
| Derivatives - natural gas instruments, net | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities related to non-qualified savings plan | ||||||||||||||||||||||||||
| Total liabilities at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
(a)Includes mutual fund investments of approximately 32 % in common stock of large-cap U.S. companies, 4 % in common stock of small to mid-cap U.S. companies, 3 % in the common stock of international companies, 10 % in bond funds, 16 % in short-term investments, and 35 % in blended funds.
(b)The investments related to a non-qualified deferred compensation arrangement on behalf of certain members of management. The Company has a liability for the related-party transaction recorded on Other noncurrent liabilities for deferred compensation obligation.
Valuation Techniques: The Company holds marketable securities associated with its deferred contribution and pre-tax savings plans, which are valued based on readily available quoted market prices. The Company utilizes derivative instruments to manage its risk of changes in natural gas prices and foreign exchange rates (see Note 10. Derivative Financial Instruments). The fair values of the natural gas and foreign currency derivative instruments are determined using market data of forward prices for all of the Company’s contracts.
Other Fair Value Measurements
The Company is required to disclose the fair value of financial instruments that are not recognized at fair value in the statement of financial position for which it is practicable to estimate that value (in millions):
Fair Value Measurements at December 31, 2025 Using | |||||||||||||||||||||||
Total Carrying Value at December 31, 2025 | Quoted Prices in Active Market (Level One) | Significant Other Observable Inputs (Level Two) | Significant Unobservable Inputs (Level Three) | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
12. NET INCOME (LOSS) PER SHARE
Basic net income (loss) per share is computed by dividing net loss available to common stockholders by the weighted-average number of outstanding common shares during the period. Diluted net loss per share reflects the potential dilution that could occur under the more dilutive of either the treasury stock method or the two-class method for calculating the weighted-average number of outstanding common shares. Under the treasury stock method, potential shares of common shares outstanding are not included in the computation of diluted net (loss) income per share if their effect is anti-dilutive.
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| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
The following table sets forth the computation of basic and diluted net income (loss) per common share (in millions, except for share and per-share data):
| Three Months Ended December 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | |||||||||||||||||||||||
Less: net income allocated to participating securities(a) | ( | |||||||||||||||||||||||||
| Net income (loss) available to common stockholders | $ | $ | ( | |||||||||||||||||||||||
| Denominator (in thousands): | ||||||||||||||||||||||||||
| Weighted-average common shares outstanding for basic net income (loss) per share | ||||||||||||||||||||||||||
| Weighted-average effect of dilutive equity awards outstanding | ||||||||||||||||||||||||||
Shares for diluted net income (loss) per share(b) | ||||||||||||||||||||||||||
| Basic net income (loss) per common share | $ | $ | ( | |||||||||||||||||||||||
| Diluted net income (loss) per common share | $ | $ | ( | |||||||||||||||||||||||
(a)Weighted participating securities, consisting of RSUs that are entitled to non-forfeitable dividends if declared, totaled 693,000 and 1,116,000 for the three months ended December 31, 2025 and December 31, 2024, respectively.
13. RELATED PARTY TRANSACTIONS
For the three months ended December 31, 2025 and December 31, 2024, the Company recorded approximately $0.5 million and $1.1 million, respectively, in SOP sales to certain subsidiaries of Koch Industries, Inc., which are considered related parties. As of both December 31, 2025 and September 30, 2025, the Company recorded approximately $0.2 million of receivables from related parties in its Condensed Consolidated Balance Sheets. The Company had no
Effective December 18, 2025, a new member was appointed to the Company’s board of directors. The new director also serves as President and Chief Executive Officer of another company from which the Company purchased approximately $1.1 million of salt-treatment materials during the three months ended December 31, 2025, constituting a related party transaction. In addition, the Company has a payable of approximately $0.3 million outstanding as of December 31, 2025, related to this transaction.
14. SUBSEQUENT EVENT
On February 2, 2026, the Company entered into a share purchase agreement to sell its equity interest in its sulfate of potash specialty fertilizer (“SOP”) facility in Wynyard, Saskatchewan, Canada. The agreement provides for total cash consideration of approximately $30.8 million, subject to customary closing conditions and prior to any transaction costs. The cash proceeds payable at closing will be adjusted pursuant to the terms of the agreement, including working capital and other specified adjustments. This divestiture aligns with the Company’s continued initiative to strengthen its balance sheet and advance its debt-reduction efforts. The closing of the transaction will occur upon completion of the remaining closing conditions.
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| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
All statements, other than statements of historical fact, contained in this Quarterly Report on Form 10-Q constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following: our mining and industrial operations; geological conditions; weather conditions; our continued ability to access ambient lake brine in the Great Salt Lake; dependency on a limited number of key production and distribution facilities and critical equipment; the inability to fund necessary capital expenditures or successfully complete capital projects; uncertainties in estimating our economically recoverable reserves and resources; the useful life of our mine properties; conversion of mineral resources into mineral reserves; strikes, other forms of work stoppage or slowdown or other union activities; supply constraints or price increases for energy and raw materials used in our production processes; our indebtedness and inability to pay our indebtedness; restrictions in our debt agreements that may limit our ability to operate our business or require accelerated debt payments; tax liabilities; the inability of our customers to access credit or a default by our customers of trade credit extended by us; financial assurance requirements; our payment of any dividends; the seasonal demand for our products; variables impacting effective inventory management may adversely impact our performance; the impact of anticipated changes in potash product prices and customer application rates; the impact of competition on the sales of our products; inflation risks; increasing costs or a lack of availability of transportation services; risks associated with our international operations and sales, including the impact of any tariffs and changes in currency exchange rates; conditions in the sectors where we sell products and supply and demand imbalances for competing products, including the impact of any tariffs; our rights and governmental authorizations to mine and operate our properties; risks related to unanticipated litigation or investigations or pending litigation or investigations or other contingencies; compliance with environmental, health and safety laws and regulations; environmental liabilities; compliance with foreign and United States (“U.S.”) laws and regulations related to import and export requirements and anti-corruption laws; changes in laws, industry standards and regulatory requirements, including any changes in tariffs imposed; product liability claims and product recalls; misappropriation or infringement claims relating to intellectual property; inability to obtain required product registrations or increased regulatory requirements; our ability to successfully implement our strategies; risks related to labor shortages and the loss of key personnel; a compromise of our computer systems, information technology or operations technology or the inability to protect confidential or proprietary data; climate change and related laws and regulations; our ability to expand our business through acquisitions and investments, realize anticipated benefits from acquisitions and investments and integrate acquired businesses; outbreaks of contagious disease or similar public health threats; domestic and international general business and economic conditions; our ability to successfully remediate the material weakness in our internal controls over financial reporting disclosed in this Form 10-Q; and other risks referenced from time to time in this report and our other filings with the Securities and Exchange Commission (the “SEC”), including Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the annual period ended September 30, 2025 (“2025 Form 10-K”).
In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” the negative of these terms or other comparable terminology. Forward-looking statements include without limitation statements about our outlook, including expected sales volumes and costs; existing or potential capital expenditures; capital projects and investments; the industry and our competition; projected sources of cash flow; potential legal liability; proposed or recently enacted legislation and regulatory action; the seasonal distribution of working capital requirements; our reinvestment of foreign earnings outside the U.S.; payment of future dividends and ability to reinvest in our business; our ability to optimize cash accessibility, minimize tax expense and meet debt service requirements; future tax payments, tax refunds and valuation allowances; leverage ratios; realization of potential savings from our restructuring activities; outcomes of matters with taxing authorities; the effects of currency fluctuations and inflation, including our ability to recover inflation-based cost increases; the seasonality of our business; and the effects of climate change. These forward-looking statements are only predictions. Actual events or results may differ materially.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We undertake no duty to update any of the forward-looking statements after the date hereof or to reflect the occurrence of unanticipated events.
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Unless the context requires otherwise, references to the “Company,” “Compass Minerals,” “our,” “us” and “we” refer to Compass Minerals International, Inc. (“CMI,” the parent holding company) and its consolidated subsidiaries. Except where otherwise noted, references to North America include only the continental U.S. and Canada, and references to the United Kingdom (“U.K.”) include only England, Scotland and Wales. Except where otherwise noted, all references to tons refer to “short tons” and all amounts are in U.S. dollars. One short ton equals 2,000 pounds and one metric ton equals 2,204.6 pounds. Compass Minerals and Protassium+ and combinations thereof, are trademarks of CMI or its subsidiaries in the U.S. and other countries.
Critical Accounting Estimates
For a discussion of our critical accounting estimates used in preparation of our consolidated financial statements is presented under the heading "Management’s Discussion of Critical Accounting Estimates" in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 Form 10-K.
Company Overview
Compass Minerals is a leading global provider of essential minerals, including salt, sulfate of potash (“SOP”) specialty fertilizer and magnesium chloride. As of December 31, 2025, we operate 12 production and packaging facilities, including:
•The largest rock salt mine in the world in Goderich, Ontario, Canada;
•The largest dedicated rock salt mine in the U.K. in Winsford, Cheshire;
•A solar evaporation facility located near Ogden, Utah, which is both the largest sulfate of potash specialty fertilizer production site and the largest solar salt production site in the Western Hemisphere; and
•Several mechanical evaporation facilities producing consumer and industrial salt.
Our Salt segment provides highway deicing salt to customers in North America and the U.K. as well as consumer deicing and water conditioning products, ingredients used in consumer and commercial food preparation, and other salt-based products for consumer, industrial, chemical and agricultural applications in North America. In the U.K., we operate a records management business utilizing excavated areas of our Winsford salt mine with one other location in London, England.
Our Plant Nutrition segment produces and markets SOP products in various grades worldwide to distributors and retailers of crop inputs, as well as growers and for industrial uses. We market our SOP under the trade name Protassium+®.
We continue to monitor the current tariff landscape including the effects of the tariffs imposed by the U.S. administration beginning in the second quarter of 2025, the reciprocal tariffs and retaliatory tariffs imposed by other countries, the developments of the upcoming joint review of the United States-Mexico-Canada (“USMCA”), and the impact on our business. Our salt and fertilizer production in Canada is qualified under the USMCA trade agreement. Accordingly, our exports from Canada into the United States are exempt from tariffs at this time.
On July 4, 2025, the U.S. enacted a budget reconciliation package known as the “One Big Beautiful Bill Act of 2025” (“OBBBA”), which includes both tax and non-tax provisions. While the Company will realize some benefits from the relaxing of interest deduction limitations, the Company does not view the OBBBA to significantly impact its income tax profile.
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Consolidated Results of Operations
The following is a summary of our consolidated results of operations for the three months ended December 31, 2025 and December 31, 2024, respectively. The following discussion should be read in conjunction with the information contained in our condensed consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q.
THREE MONTHS ENDED DECEMBER 31
Commentary: Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024
•Total sales increased 28.9%, or $88.9 million, due to higher Salt segment sales. The increase in sales for Salt was primarily due to higher deicing sales volumes of 43.5% and higher consumer and industrial sales volumes of 13.6%, with the combined average sales price remaining essentially flat between the two periods. Plant Nutrition sales decreased 1.0% from the prior year due to the decrease in sales volumes, partially offset by higher average sales prices.
•Operating income of $36.6 million improved $36.1 million from $0.5 million in the prior-year period, primarily reflecting higher Salt and Plant Nutrition operating income. Salt operating income increased $19.7 million primarily due to higher sales volumes and lower per-unit product costs. Plant Nutrition operating income was $5.4 million and improved from a prior period operating loss of $3.1 million, primarily due to higher average sales prices and lower per-unit product costs, partially offset by lower sales volumes and higher per-unit distribution costs.
•Diluted net income per common share of $0.43 improved by $1.00 from $0.57 net loss per common share in the prior-year period.
•Net income was $18.6 million for the three months ended December 31, 2025, compared to a net loss of $23.6 million for the three months ended December 31, 2024. The increase in net income was primarily due to increases in operating income of $36.1 million and a decrease in income tax expense of $11.9 million, partially offset by increases in total other expense of $5.8 million, primarily due to a loss on foreign exchange expense.
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THREE MONTHS ENDED DECEMBER 31
Commentary: Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024
Gross Profit: Increased 84.3%, or $28.9 million; Gross Margin increased 4.8 percentage points to 16.0%
•Salt segment gross profit increased $19.0 million, primarily due to higher sales volumes and lower per-unit product costs. Total Salt segment pricing was relatively flat for the three months ended December 31, 2025, compared to three months ended December 31, 2024, despite realizing higher highway deicing and consumer and industrial sales prices of 6.4% and 2.0%, respectively.
•The gross profit of the Plant Nutrition segment increased $8.5 million due to higher average sales prices (see Plant Nutrition operating results) and lower per-unit product costs, which were partially offset by lower sales volumes and higher per-unit distribution costs.
OTHER EXPENSES AND INCOME
Commentary: Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024
SG&A: Decreased $6.7 million; or 4.1 percentage points as a percentage of sales from 10.8% to 6.7%
•The decrease in selling, general and administrative expense was primarily due to a reduction in corporate compensation expense and corporate professional services.
Other Operating Expense: Decreased $0.5 million from $0.5 million to $0
•Other operating expense was $0 in the current period, compared to $0.5 million in the prior period.
Interest Income: Decreased $0.1 million to $0.3 million
•The decrease in interest income during the current period is primarily due to the lower average cash balance in the current year.
Interest Expense: Increased $1.2 million to $18.1 million
•Interest expense was $18.1 million, for the three months ended December 31, 2025, compared to $16.9 million, for the three months ended December 31, 2024.
Loss (Gain) on Foreign Exchange: Increased $7.3 million from a $5.2 million gain in the prior-year period to a $2.1 million loss
•Foreign exchange loss was $2.1 million during the three months ended December 31, 2025, compared to a gain of $5.2 million in the same quarter of the prior-year period, primarily reflecting the translation of Canadian dollars to U.S. dollars.
Other Expense, net: Decreased $2.8 million to $0.3 million
•Other expense for the three months ended December 31, 2024, was primarily due to fees paid to modify our credit agreement in December of 2024.
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Income Tax (Benefit) Expense: Decreased $11.9 million from $9.7 million to $(2.2) million
•Tax expense decreased by $11.9 million for the three months ended December 31, 2025, versus the three months ended December 31, 2024, primarily due to discrete tax benefits related to a foreign provincial tax settlement for the three months ended December 31, 2025. See Note 5. Income Taxes in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q.
•Our effective tax rate was (13.6)% for the three months ended December 31, 2025, which is primarily driven by discrete tax benefits as a result of a foreign provincial tax settlement. See Note 5. Income Taxes in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q.
•Our income tax provision for the three months ended December 31, 2025 and December 31, 2024 differs from the U.S. statutory rate primarily due to U.S. statutory depletion, state income taxes, nondeductible executive compensation, foreign income, mining and withholding taxes, valuation allowance expense, and base erosion and anti-abuse tax, and discrete tax benefits related to a foreign provincial tax settlement.
Operating Segment Performance
The following financial results represent consolidated financial information with respect to the operations of our Salt and Plant Nutrition segments. Sales primarily include revenue from the sales of our products, or “product sales,” and the impact of shipping and handling costs incurred to deliver our salt and plant nutrition products to our customers.
The results of operations of the consolidated records management business and other incidental revenues include sales of $3.8 million and $3.6 million for the three months ended December 31, 2025 and December 31, 2024, respectively. These sales are not material to our consolidated financial results and are not included in the following operating segment financial data.
Salt Segment
| Three Months Ended | ||||||||||||||||||||||||||
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
Salt Sales (in millions) | $ | 331.5 | $ | 242.2 | ||||||||||||||||||||||
Salt Operating Income (in millions) | $ | 49.1 | $ | 29.4 | ||||||||||||||||||||||
Salt Sales Volumes (thousands of tons) | ||||||||||||||||||||||||||
| Highway deicing | 2,851 | 1,987 | ||||||||||||||||||||||||
| Consumer and industrial | 575 | 506 | ||||||||||||||||||||||||
| Total tons sold | 3,426 | 2,493 | ||||||||||||||||||||||||
Average Salt Sales Price (per ton) | ||||||||||||||||||||||||||
| Highway deicing | $ | 73.96 | $ | 69.50 | ||||||||||||||||||||||
| Consumer and industrial | $ | 209.83 | $ | 205.74 | ||||||||||||||||||||||
| Combined | $ | 96.77 | $ | 97.16 | ||||||||||||||||||||||
Commentary: Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024
•Salt sales increased $89.3 million, or 36.9%, primarily due to higher sales volumes and higher average sales price for Highway deicing sales and for Consumer and industrial sales.
•Salt sales volumes increased 37.4% in total, or 933,000 tons. Highway deicing sales volumes increased 43.5%, reflecting an increase in sales volumes to highway and liquid magnesium chloride customers. Consumer and industrial sales volumes increased 13.6%.
•Combined average sales prices were essentially flat between the two periods, reflecting changes in sales price mix.
•Highway deicing average sales price increased 6.4% reflecting sales mix. Consumer and industrial average sales price increased 2.0%.
•Salt operating income increased $19.7 million, driven by higher sales volumes and lower per-unit production costs.
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Plant Nutrition Segment
| Three Months Ended | ||||||||||||||||||||||||||
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
Plant Nutrition Sales (in millions) | $ | 60.8 | $ | 61.4 | ||||||||||||||||||||||
Plant Nutrition Operating Income (Loss) (in millions) | $ | 5.4 | $ | (3.1) | ||||||||||||||||||||||
Plant Nutrition Sales Volumes (thousands of tons) | 89 | 102 | ||||||||||||||||||||||||
Plant Nutrition Average Sales Price (per ton) | $ | 687 | $ | 603 | ||||||||||||||||||||||
Commentary: Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024
•Plant Nutrition sales decreased 1.0%, or $0.6 million, due to a 12.7% decrease in sales volumes year over year, partially offset by an increase of 14.0% in average sales prices over the same period.
•Plant Nutrition operating income increased $8.5 million to $5.4 million from an operating loss in the prior-year period of $3.1 million. Plant Nutrition operating income for the three months ended December 31, 2025, compared to the three months ended December 31, 2024, was impacted by higher average sales prices and lower per-unit product cost, partially offset by lower sales volumes attributable to the Company not pursuing lower margin export opportunities and higher-per unit distribution costs.
Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA
Management uses a variety of measures to evaluate our performance. While our consolidated financial statements, taken as a whole, provide an understanding of our overall results of operations, financial condition and cash flows, we analyze components of the consolidated financial statements to identify certain trends and evaluate specific performance areas. In addition to using U.S. GAAP financial measures, such as gross profit, net income (loss) and cash flows generated by operating activities, management uses income before interest, taxes, depreciation and amortization (“EBITDA”) adjusted for items management believes are not indicative of our ongoing operating performance (“Adjusted EBITDA”). Both EBITDA and Adjusted EBITDA are non-GAAP financial measures used to evaluate the operating performance of our core business operations because our resource allocation, financing methods, cost of capital and income tax positions are managed at a corporate level, apart from the activities of the operating segments, and our operating facilities are located in different taxing jurisdictions, which can cause considerable variation in net income (loss). We also use EBITDA and Adjusted EBITDA to assess our operating performance and return on capital against other companies, and to evaluate potential acquisitions or other capital projects. EBITDA and Adjusted EBITDA are not calculated under U.S. GAAP and should not be considered in isolation or as a substitute for net income (loss), cash flows or other financial data prepared in accordance with U.S. GAAP or as a measure of our overall profitability or liquidity.
EBITDA and Adjusted EBITDA exclude interest expense, income taxes and depreciation and amortization, each of which are an essential element of our cost structure and cannot be eliminated. Furthermore, Adjusted EBITDA excludes other cash and non-cash items, including stock-based compensation, interest income, (gain) loss on foreign exchange, other (income) expense, net and other significant items that management does not consider indicative of normal operations. Other significant items, if any, such as restructuring charges and impairment charges involve distinct initiatives that are not reflective of core operating activities and affect the comparability of our operational results across reporting periods. Our borrowings are a significant component of our capital structure and interest expense is a continuing cost of debt. We are also required to pay income taxes, a required and ongoing consequence of our operations. We have a significant investment in capital assets and depreciation and amortization reflect the utilization of those assets in order to generate revenues. Our employees are vital to our operations and we utilize various stock-based awards to compensate and incentivize our employees. Consequently, any measure that excludes these elements has material limitations. While EBITDA and Adjusted EBITDA are frequently used as measures of operating performance, these terms are not necessarily comparable to similarly titled measures of other companies due to the potential inconsistencies in the method of calculation.
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Net income increased $42.2 million for the three months ended December 31, 2025, compared to the three months ended December 31, 2024, primarily due to increases in operating income of $36.1 million and a decrease in income tax expense of $11.9 million, partially offset by an increase in total other expense of $5.8 million, primarily due to a loss on foreign exchange. Adjusted EBITDA increased $33.2 million for the three months ended December 31, 2025, compared to the three months ended December 31, 2024, primarily due to increases in sales and gross profit and a reduction in selling, general and administrative expenses.
The calculation of EBITDA and Adjusted EBITDA as used by management is set forth in the table below (in millions):
| Three Months Ended December 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Net income (loss) | $ | 18.6 | $ | (23.6) | ||||||||||||||||||||||
| Interest expense | 18.1 | 16.9 | ||||||||||||||||||||||||
| Income tax (benefit) expense | (2.2) | 9.7 | ||||||||||||||||||||||||
| Depreciation, depletion and amortization | 26.4 | 26.8 | ||||||||||||||||||||||||
| EBITDA | 60.9 | 29.8 | ||||||||||||||||||||||||
| Adjustments to EBITDA: | ||||||||||||||||||||||||||
| Stock-based compensation - non-cash | 2.3 | 3.9 | ||||||||||||||||||||||||
| Interest income | (0.3) | (0.4) | ||||||||||||||||||||||||
Loss (gain) on foreign exchange | 2.1 | (5.2) | ||||||||||||||||||||||||
Product recall costs(a) | — | 0.9 | ||||||||||||||||||||||||
| Other expense, net | 0.3 | 3.1 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 65.3 | $ | 32.1 | ||||||||||||||||||||||
(a)Costs relate to a recall of food-grade salt produced at our Goderich plant. Refer to Note 7. Commitments and Contingencies in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional details.
Liquidity and Capital Resources
Historically, our cash flows from operating activities have generally been adequate to fund our basic operating requirements, ongoing debt service and sustaining investment in our property, plant and equipment. We have also used cash generated from operations to fund capital expenditures, pay dividends, fund smaller acquisitions and repay our debt. To a certain extent, our ability to meet our short- and long-term liquidity and capital needs is subject to general economic, financial, competitive and weather conditions, effects of climate change, geological variations in our mine deposits and other factors that are beyond our control. Historically, our working capital requirements have been the highest in the first fiscal quarter (ending December 31) and lowest in the third fiscal quarter (ending June 30). When needed, we may fund short-term working capital requirements by accessing our $325 million revolving credit facility and our revolving AR Securitization Facility to March 2027 with a capacity, which is subject to certain conditions, of up to $100.0 million. As of December 31, 2025, we had liquidity of approximately $341.7 million, comprised of $46.7 million of cash and cash equivalents and $295.0 million of availability under our $325 million revolving credit facility.
We have been able to manage our cash flows generated and used across Compass Minerals to indefinitely reinvest earnings in our foreign jurisdictions or efficiently repatriate those funds to the U.S. As of December 31, 2025, we had $25.0 million of cash and cash equivalents that was either held directly or indirectly by foreign subsidiaries. In fiscal 2025, we did not repatriate any unremitted foreign earnings. During the second quarter of fiscal 2025, we revised our permanently reinvested assertion. We are expecting to repatriate approximately $11 million of unremitted foreign earnings from our U.K. operations on which there was no income tax impact as of December 31, 2025. It is our current intention to continue to reinvest the remaining undistributed earnings of our foreign subsidiaries indefinitely. We review our tax circumstances on a regular basis with the intent of optimizing cash accessibility and minimizing tax expense.
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In addition, the amount of permanently reinvested earnings is influenced by, among other things, the profits generated by our foreign subsidiaries and the amount of investment in those same subsidiaries. The profits generated by our U.S. and foreign subsidiaries are impacted by the transfer price charged on the transfer of our products between them. In November 2025, we reached a settlement with a Canadian provincial tax authority regarding a tax dispute. The settlement resolved the dispute for tax years 2002 through 2018 for a total cash outlay of $8.2 million, net of federal refunds and deductions associated with the agreed upon tax and interest, and was paid during the three months ended December 31, 2025. With the settlement, the performance bonds of $157.4 million posted as collateral for the 2002 through 2018 period were released. See Note 5. Income Taxes in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q, for a discussion regarding our Canadian tax reassessments.
Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred in the U.S. over the three-year period ended December 31, 2025. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future income. On the basis of this evaluation, during the three months ended December 31, 2025, no change in additional valuation allowance has been recorded to recognize the portion of the U.S. deferred tax assets that are more likely than not to be realized. The amount of the deferred tax assets considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are increased or reduced or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for income.
Indebtedness
As of December 31, 2025, we had $896.5 million of outstanding indebtedness, consisting of $650.0 million outstanding under our 8.00% Senior Notes due 2030, $150.0 million outstanding under our 6.75% Senior Notes due 2027, $10.0 million of borrowings outstanding under our revolving credit facilities under the Credit Agreement, and $86.5 million of outstanding loans under the accounts receivable financing facility (“AR Securitization Facility”) (see Note 6. Long-Term Debt and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for more detail regarding our debt). Outstanding letters of credit totaling $20.0 million as of December 31, 2025 further reduced available borrowing capacity under our revolving credit facility to $295.0 million.
We may borrow amounts under the revolving credit facility or enter into additional financing to fund our working capital requirements, potential acquisitions and capital expenditures, and for other general corporate purposes.
Our ability to make scheduled interest and principal payments on our indebtedness, to modify our indebtedness, to fund planned capital expenditures, and to fund acquisitions will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, climate-related, regulatory and other factors that are beyond our control. Based on our current level of operations, we believe that cash flow from operations and available cash, together with available borrowings under our revolving credit facility, will be adequate to meet our liquidity needs over the next 12 months.
Our debt service obligations could, under certain circumstances, materially affect our financial condition and prevent us from fulfilling our debt obligations. As a holding company, CMI’s investments in its operating subsidiaries constitute substantially all of its assets. Consequently, our subsidiaries conduct substantially all of our consolidated operating activities and own substantially all of our operating assets. The principal source of the cash needed to pay our obligations is the cash generated from our subsidiaries’ operations and their borrowings. Furthermore, we must remain in compliance with the terms of the 2023 Credit Agreement governing our credit facilities, including the consolidated first lien net leverage ratio and consolidated interest coverage ratio, in order to pay dividends to our stockholders. We must also comply with the terms of our indentures governing our 6.75% Senior Notes due December 2027 and our 8.00% Senior Notes due July 2030, which limit the amount of dividends we can pay to our stockholders.
As of December 31, 2025, we were in compliance with our debt covenants.
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Capital Allocation
Principally due to the nature of our deicing business, our cash flows from operations have historically been seasonal, with the majority of our cash flows from operations generated during the first half of the calendar year. When we have not been able to meet our short-term liquidity or capital needs with cash from operations, whether as a result of the seasonality of our business or other causes, we have met those needs with borrowings under our revolving credit facility. We expect to meet the ongoing requirements for debt service, any declared dividends and capital expenditures from these sources. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
We manage our capital allocation considering our long-term strategic objectives, required spending to sustain our business and focus on generating adequate returns on capital. On April 22, 2024, our Board of Directors determined not to declare dividends for the foreseeable future in order to align our capital allocation policy with our corporate focus on accelerating cash flow generation and debt reduction. While our equipment and facilities are generally not impacted by rapid technology changes, our operations require refurbishments and replacements to maintain structural integrity and reliable production and shipping capabilities. When possible, we incorporate efficiency, environmental and safety improvement capabilities into our routine capital projects and we plan the timing of larger projects to balance with our liquidity and capital resources. Changes in our operating cash flows may affect our future capital allocation and spending.
Historical Cash Flows
The table below provides a summary of our sources and uses of cash (in millions):
| Three Months Ended December 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Net cash used in operating activities | $ | (37.0) | $ | (4.1) | ||||||||||||||||||||||
| Net cash used in investing activities | (23.3) | (22.2) | ||||||||||||||||||||||||
| Net cash provided by financing activities | 47.1 | 53.1 | ||||||||||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 0.2 | (1.2) | ||||||||||||||||||||||||
| Net change in cash and cash equivalents | $ | (13.0) | $ | 25.6 | ||||||||||||||||||||||
As of December 31, 2025, we had cash and cash equivalents of $46.7 million, compared to $59.7 million as of September 30, 2025.
Cash Flows from Operating Activities
Net cash used by operating activities, as reflected in the Condensed Consolidated Statements of Cash Flows, were $37.0 million, for the three months ended December 31, 2025, as compared to $4.1 million, for the three months ended December 31, 2024.
As mentioned above, our Salt segment’s business is seasonal and our Salt segment results and working capital needs are heavily impacted by the severity and timing of the winter weather, which generally occurs from December through March of each year. Customers tend to replenish their inventory prior to the start of the winter season and following snow events; consequently, the number and timing of snow events during the winter season will impact the amount of our accounts receivable and inventory at the end of each quarter. Our operating cash flows for both the three months ended December 31, 2025 and December 31, 2024, reflect the seasonal increase in accounts receivable and accounts payable and the decrease in inventories due to the beginning of the winter season. During the three months ended December 31, 2025, the decrease in the line item, Accounts payable and accrued expenses and other current liabilities, primarily relates to interest payments made in the period. In addition, changes in Other assets and Other liabilities during the three months ended December 31, 2025, primarily reflect the settlement of the tax dispute with the Canadian tax authorities, of which a previously recorded deposits were applied to the amount due at settlement. See Note 5. Income Taxes in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q, for further information.
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Cash Flows from Investing Activities
Net cash used in investing activities, as reflected in the Condensed Consolidated Statements of Cash Flows, were $23.3 million and $22.2 million, during the three months ended December 31, 2025 and December 31, 2024, respectively. Cash outflows from investing activities for capital expenditures during the three months ended December 31, 2025 and December 31, 2024 were $22.8 million and $21.8 million, respectively. We estimate that our cash outflows for capital expenditures will be approximately $90 million to $110 million for the fiscal year ended September 30, 2026.
Cash Flows from Financing Activities
Net cash provided by financing activities, as reflected in the Condensed Consolidated Statements of Cash Flows, were $47.1 million, for the three months ended December 31, 2025, as compared to net cash provided in financing activities of $53.1 million, for the three months ended December 31, 2024, primarily due to borrowings under the Revolving Credit Facility and AR Securitization Facility.
Product Recall
On October 25, 2024, we issued a recall for specific production lots of food-grade salt produced at our Goderich Plant following a customer report of a non-organic, foreign material in our product. We subsequently expanded the voluntary recall to include food products from the Goderich Plant between September 18, 2024 and November 6, 2024. We followed recall protocol and notified the BRCGS Global Standard for Food Safety certifying body, the Canadian Food Inspection Agency (“CFIA”) and the U.S. Food and Drug Administration (“FDA”). We completed our investigation and continue to assess the scope and magnitude of customer claims related to the recall. At this time, based on currently available information and our applicable insurance coverage, we do not believe any incremental losses will have a material adverse effect on our results of operations or cash flows in future periods. The recall in the United States, supervised by the FDA, is complete, and the matter is closed with FDA. The CFIA has conducted a follow-up inspection of the Goderich Plant to verify compliance with regulatory requirements and identified no non-compliances. See Note 7. Commitments and Contingencies in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional details.
Other Matters
See Note 5. Income Taxes and Note 7. Commitments and Contingencies in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for a discussion regarding labor, environmental and litigation matters.
Recent Accounting Pronouncements
See Note 1. Accounting Policies and Basis of Presentation in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for a discussion of recent accounting pronouncements.
Effects of Currency Fluctuations and Inflation
Our operations outside of the U.S. are conducted primarily in Canada and the U.K. Therefore, our results of operations are subject to both currency transaction risk and currency translation risk. We incur currency transaction risk whenever we or one of our subsidiaries enters into either a purchase or sales transaction using a currency other than the local currency of the transacting entity. With respect to currency translation risk, our financial condition and results of operations are measured and recorded in the relevant local currency and then translated into U.S. dollars for inclusion in our historical consolidated financial statements. Exchange rates between these currencies and the U.S. dollar have fluctuated significantly from time to time and may do so in the future. The majority of revenues and costs are denominated in U.S. dollars, with Canadian dollars and British pounds sterling also being significant. Significant changes in the value of the Canadian dollar or British pound sterling relative to the U.S. dollar could have a material adverse effect on our financial condition and our ability to meet interest and principal payments on U.S. dollar-denominated debt, including borrowings under our senior secured credit facilities.
Although inflation has not had a significant impact on our operations in the current period, our efforts to recover inflation-based cost increases from our customers may be hampered as a result of the structure of our contracts and the contract bidding process as well as the competitive industries, economic conditions and countries in which we operate. For more information, see Part I, Item 1A, “Risk Factors” in our 2025 Form 10-K.
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| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
Seasonality
We experience a substantial amount of seasonality in our sales, including our salt deicing product sales. Consequently, our Salt segment sales and operating income are generally higher in the first and second fiscal quarters (ending December 31 and March 31) and lower during the third and fourth fiscal quarters of each year (ending June 30 and September 30). In particular, sales of highway and consumer deicing salt and magnesium chloride products vary based on the severity of the winter conditions in areas where the products are used. Following industry practice in North America and the U.K., we seek to stockpile sufficient quantities of deicing salt throughout the first, third and fourth fiscal quarters (ending December 31, June 30 and September 30) to meet the estimated requirements for the winter season. Our plant Nutrition business is also seasonal. As a result, we and our customers generally build inventories during the plant Nutrition business’ low demand periods of the year (which are typically winter and summer, but can vary due to weather and other factors) to ensure timely product availability during the peak sales seasons (which are typically spring and autumn, but can also vary due to weather and other factors).
Climate Change
The potential impact of climate change on our operations, product demand and the needs of our customers remains uncertain. Significant changes to weather patterns, a reduction in average snowfall or regional drought within our served markets or at our Ogden facility could negatively impact customer demand for our products and our costs, as well as our ability to produce our products. For example, prolonged periods of mild winter weather could reduce the demand for our deicing products. Drought or excessive precipitation could similarly impact demand for our SOP products, as well as continue to impact the amount and quality of feedstock used to produce SOP at our Ogden facility due to changes in brine levels, mineral concentrations or other factors, which could have a material impact on our Plant Nutrition results of operations. Climate change could also lead to disruptions in the production or distribution of our products due to major storm events or prolonged adverse conditions, changing temperature levels, lake level fluctuations or flooding from sea level changes. Climate change or governmental initiatives to address climate change may affect our operations and necessitate capital expenditures in the future, although capital expenditures for climate-related projects are not expected to be material in fiscal 2026. For more information, see Part I, Item 1A, “Risk Factors” and Part I, Item 1 “Business—Environmental, Health and Safety and Other Regulatory Matters” in our 2025 Form 10-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our business is subject to various types of market risks that include interest rate risk, foreign currency exchange rate risk and commodity pricing risk. Management has taken actions to mitigate our exposure to commodity pricing and foreign currency exchange rate risk by entering into natural gas derivative instruments and foreign currency contracts. We may take further actions to mitigate our exposure to interest rates, exchange rates and changes in the cost of fuel consumed at our production locations or the cost of transporting our products due to variations in our contracted carriers’ cost of fuel, which is typically diesel fuel. However, there can be no assurance that our hedging activities will eliminate or substantially reduce these risks. We do not enter into any financial instrument arrangements for speculative purposes. Our market risk exposure related to these items has not changed materially since September 30, 2025.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer have conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as amended (the Exchange Act) under the supervision and with the participation of the Company’s management. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as a result of the material weaknesses in internal control over financial reporting as described below, the Company’s disclosure controls and procedures were ineffective as of December 31, 2025.
Per Rules 13a-15(e) and 15d-15(e), the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
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| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
Our management, including our Chief Executive Officer and Chief Financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud due to inherent limitations of internal controls. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
In light of the material weaknesses described below, management performed additional analysis and other procedures to ensure that our consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (GAAP). Accordingly, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s Condensed Consolidated Financial Statements included in this Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A material weakness, as defined in Rule 12b-2 under the Exchange Act, is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
As disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 and our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, we previously identified material weaknesses in our internal control over financial reporting. The Company, due to a limited allocation of trained, knowledgeable resources, did not conduct an effective risk assessment process to identify and evaluate at a sufficient level of detail all relevant risks of material misstatement, including fraud risks associated with the necessary approval of transactions. Additionally, the Company did not have an effective information and communication process that identified and assessed the source of and controls necessary to ensure the reliability of information used in financial reporting and that ensured complete, reliable information was made available to financial reporting personnel on a timely basis to fulfill their roles and responsibilities. As a consequence of the material weaknesses described above, internal control deficiencies related to the design and operation of process-level controls were determined to be ineffective throughout the Company’s financial reporting processes.
Remediation Efforts and Status of Material Weakness
We have and are in the process of implementing a number of measures to address the material weaknesses that have been identified including the following:
•We are enhancing our risk assessment process to ensure it is sufficiently robust to identify and analyze all relevant risks of material misstatements, including fraud and the impact of significant changes in the business on the identification of risks and the related impacts to the design of controls.
•We hired additional accounting professionals who possess the requisite technical accounting and internal control over financial reporting knowledge.
•We are educating and training control owners regarding internal control processes and procedures.
•We implemented internal controls to ensure that all journal entries are properly approved, specifically we redesigned and implemented process level control activities over journal entries. We plan to test the operating effectiveness of these controls in the fiscal year ended September 30, 2026.
•We are redesigning and implementing a balance sheet account reconciliation controls, including an approval process and additional process level controls, that includes the appropriate level of precision, support and documentation.
•We are establishing monitoring and oversight controls to identify non-recurring, complex transactions and designing and implementing process level controls to ensure the accuracy and completeness of our financial statements and related disclosures.
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| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
•We are in the process of redesigning our corporate organization structure to ensure effective information and communication across the organization and to support financial reporting processes and internal controls.
Changes in Internal Control Over Financial Reporting
Other than the remediation efforts noted above, there were no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter ending December 31, 2025 that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are involved in the legal proceedings described in Note 7. Commitments and Contingencies in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q and, from time to time, various routine legal proceedings and claims arising from the ordinary course of our business. These primarily involve disputes with former employees and contract labor, commercial claims, product liability claims, personal injury claims and workers’ compensation claims. Management cannot predict the outcome of legal proceedings and claims with certainty. Nevertheless, management believes that the outcome of legal proceedings and claims, which are pending or known to be threatened, even if determined adversely, will not, either individually or in the aggregate, have a material adverse effect on our results of operations, cash flows or financial condition, except as otherwise described in Note 7. Commitments and Contingencies in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q. There have been no material developments since September 30, 2025 with respect to our legal proceedings, except as described in and Note 7. Commitments and Contingencies in the Notes to the Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q.
Item 1A. Risk Factors
For a discussion of the risk factors applicable to Compass Minerals, please refer to Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a)None.
(b)None.
(c)None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Quarterly Report on Form 10-Q.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted terminated
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| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
Item 6. Exhibits
| Exhibit No. | Exhibit Description | |||||||
| 101** | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, (vi) the Notes to the Condensed Consolidated Financial Statements and (vii) document and entity information tagged as blocks of text and including detailed tags. | |||||||
104** | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
* Filed or furnished herewith, as applicable. | ||||||||
** Submitted electronically with this Report. | ||||||||
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| COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| COMPASS MINERALS INTERNATIONAL, INC. | |||||||||||
| Date: February 5, 2026 | By: | /s/ Peter Fjellman | |||||||||
| Peter Fjellman | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
35
Exhibit 31.1
CERTIFICATION
I, Edward C. Dowling, Jr., certify that:
1.I have reviewed this quarterly report on Form 10-Q of Compass Minerals International, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;
(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: February 5, 2026 | By: | /s/ Edward C. Dowling, Jr. | |||||||||
| Edward C. Dowling, Jr. | |||||||||||
| President and Chief Executive Officer and Director | |||||||||||
Exhibit 31.2
CERTIFICATION
I, Peter Fjellman, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Compass Minerals International, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;
(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: February 5, 2026 | By: | /s/ Peter Fjellman | |||||||||
| Peter Fjellman | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 32
CERTIFICATION PURSUANT TO 18 U.S.C. §1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Each of the undersigned hereby certifies that this quarterly report on Form 10-Q for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof, based on my knowledge, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of Compass Minerals International, Inc.
| Date: February 5, 2026 | By: | /s/ Edward C. Dowling, Jr. | ||||||
| Edward C. Dowling, Jr. | ||||||||
| President and Chief Executive Officer and Director | ||||||||
| (Principal Executive Officer) | ||||||||
| Date: February 5, 2026 | By: | /s/ Peter Fjellman | ||||||
| Peter Fjellman | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
Exhibit 95
MINE SAFETY DISCLOSURE
We understand that to prevent employee and contractor injuries, we must approach safety excellence from many directions at once. We utilize a multi-faceted approach towards world class safety performance. This approach includes (1) setting a high standard of risk mitigation, (2) having robust safety management systems, and (3) supporting a culture of full engagement and personal accountability at all levels of the organization.
We continuously monitor our safety performance by assessing injury and non-injury incidents (e.g., near misses/near hits) as well as key performance indicators. We believe our approach to safety excellence will help us deliver on our commitment to our employees, contractors, their families and our customers to provide a safe working environment.
Mine Safety Data
A subsidiary of Compass Minerals International, Inc. owns and operates the Cote Blanche mine, an underground salt mine located in St. Mary Parish, Louisiana. The Cote Blanche mine is subject to regulation by the Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977, as amended (the “Mine Act”).
MSHA is required to regularly inspect the Cote Blanche mine and issue a citation, or take other enforcement action, if an inspector or authorized representative believes that a violation of the Mine Act or MSHA’s standards or regulations has occurred. MSHA is required to propose a civil penalty for each alleged violation that it cites.
We have the option to legally contest any enforcement action or related penalty we receive. As a result of this process, an enforcement action may be modified or vacated and any civil penalty proposed by MSHA for an alleged violation may be increased, reduced or eliminated. However, under the Mine Act, we are required to abate (or correct) each alleged violation within a specified time period, regardless of whether we contest the alleged violation.
The table below sets forth information for the quarterly period ended December 31, 2025 concerning certain mine safety violations and other regulatory matters pursuant to requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Securities and Exchange Commission rules and regulations. The information only applies to our operations regulated by the U.S. Mine Safety and Health Administration.
| Mine Name/ Mine I.D. Number | Section 104 S&S Citations & Orders1 | Section 104(b) Orders2 | Section 104(d) Citations & Orders3 | Section 110(b)(2) Violations4 | Section 107(a) Orders5 | Total Dollar Value of MSHA Proposed Assessments (Actual Amount) | Total Number of Mining Related Fatalities | Received Notice of Pattern of Violations under Section 104(e) (Yes/No)6 | Legal Actions Pending as of Last Day of Period7 | Legal Actions Initiated During Period8 | Legal Actions Resolved During Period9 | ||||||||||||||||||||||||
| Cote Blanche Mine/16-00358 | 10 | 0 | 0 | 0 | 0 | $16,886 | 0 | No | 2 | 1 | 1 | ||||||||||||||||||||||||
1 Represents the number of citations and orders issued under Section 104 of the Mine Act for alleged violations of mandatory health or safety standards that could significantly and substantially contribute to a mine health and safety hazard. The number reported includes no orders alleging an S&S violation issued under Section 104(g) of the Mine Act.
2 Represents the number of orders issued under Section 104(b) of the Mine Act for alleged failures to abate a citation issued under Section 104(a) of the Mine Act within the time period specified in the citation.
3 Represents the number of citations and orders issued under Section 104(d) of the Mine Act for alleged unwarrantable failures (aggravated conduct constituting more than ordinary negligence) to comply with mandatory safety or health standards.
4 Represents the number of violations issued under section 110(b)(2) of the Mine Act for alleged “flagrant” failures (reckless or repeated failures) to make reasonable efforts to eliminate a known violation of a mandatory safety or health standard that substantially proximately caused, or reasonably could have been expected to cause, death or serious bodily injury.
5 Represents the number of orders issued under Section 107(a) of the Mine Act for alleged conditions or practices which could reasonably be expected to cause death or serious physical harm before the condition or practice can be abated.
6 Section 104(e) written notices are issued for an alleged pattern of violating mandatory health or safety standards that could significantly and substantially contribute to a mine safety or health hazard.
7 Represents one civil penalty proceeding involving the contest of Citation Nos. 9792713, 9792714, and 9792716 (CENT 2025-0061) and one civil penalty proceeding involving the contest of Citation No. 5000891 (CENT 2026-0017).
8 Represents one civil penalty proceeding involving the contest of Citation No. 5000891 (CENT 2026-0017).
9 Represents one civil penalty proceeding involving the contest of Citation No. 9743983 (CENT 2025-0136).
2