Form 8-K

8-K — COMPASS MINERALS INTERNATIONAL INC

Accession: 0001227654-26-000051

Filed: 2026-08-05

Period: 2026-08-03

CIK: 0001227654

SIC: 1400 (MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS))

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — cmp-20260803.htm (Primary)

EX-10.1 (cmp-risnerex101.htm)

EX-99.1 (cmp-risnerex991.htm)

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8-K

8-K (Primary)

Filename: cmp-20260803.htm · Sequence: 1

cmp-20260803

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 3, 2026

Compass Minerals International, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-31921

36-3972986

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

9900 West 109th Street

Suite 100

Overland Park, KS 66210

(Address of principal executive offices)

(913) 344-9200

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol Name of each exchange on which registered

Common stock, $0.01 par value CMP The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Chief Operations Officer and Appointment of New Chief Operating Officer

Effective August 3, 2026, Patrick Merrin ceased to serve as Chief Operations Officer of Compass Minerals International, Inc. (the “Company”), and the Company appointed Brandon Risner as its new Chief Operating Officer.

Mr. Risner, age 51, joined the Company in December 2020 and has over 25 years of experience in mining. Mr. Risner had served as the Company’s Vice President of Operations, Ogden and C&I since August 2024. Prior to that, he served as the Company’s Vice President of Operations, C&I and Tech Services from April 2023 to August 2024 and Vice President of Operations, C&I from December 2020 to April 2023. Earlier in his career he held positions of increasing responsibility at Peabody Energy, a coal mining company. Mr. Risner earned his Master of Business Administration from Washington University in St. Louis - Olin Business School and his Bachelor of Science in mining engineering from Missouri University of Science and Technology.

The Company entered into a letter agreement, signed August 3, 2026, with Mr. Risner (the “Offer Letter”), establishing his compensation as Chief Operating Officer. Pursuant to the Offer Letter, Mr. Risner’s base salary will be $450,000 per year. Mr. Risner’s annual targeted cash bonus under the Company’s Management Annual Incentive Program will be 70% of his annual base salary, with any bonus payments dependent on the Company’s pre-established performance goals. Mr. Risner will also be eligible to receive equity awards as part of the Company’s Long-Term Incentive Program, with an annual target equity award value of $600,000. Mr. Risner will also be designated as an eligible executive under the Company’s Executive Severance Plan. The Offer Letter provides that Mr. Risner’s employment with the Company is at will.

The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which is attached as Exhibit 10.1 and incorporated by reference herein.

Mr. Risner does not have any family relationships with any director or executive officer of the Company, and there is no arrangement or understanding between Mr. Risner and any other person pursuant to which Mr. Risner was appointed as Chief Operating Officer. Furthermore, there are no transactions between Mr. Risner (or any member of his immediate family) and the Company (or any of its subsidiaries) that would be required to be reported under Item 404(a) of Regulation S-K.

The Company issued a press release announcing Mr. Risner’s appointment on August 5, 2026. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit Description

10.1

Offer Letter, signed August 3, 2026, between Compass Minerals International Inc. and Brandon Risner.

99.1

Press Release, dated August 5, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMPASS MINERALS INTERNATIONAL, INC.

Date: August 5, 2026

By:

/s/ Peter Fjellman

Name: Peter Fjellman

Title: Chief Financial Officer

EX-10.1

Filename: cmp-risnerex101.htm · Sequence: 2

Document

Exhibit 10.1

August 2, 2026

Brandon,

I am pleased to confirm our discussion and offer of promotion to Chief Operating Officer effective August 3, 2026, reporting to me. Your new annual base salary will be $450,000.

•You will remain eligible for the Compass Minerals Management Annual Incentive Program (MAIP) and your incentive target will increase to 70% of your base salary effective August 3, 2026.

•You will remain eligible for the Compass Minerals Long Term Incentive Program (LTIP) and your new annual incentive target is $600,000 is comprised of 50% RSUs and 50% PSUs, beginning with the 2027 fiscal year grant (fiscal year beginning October 1, 2026).

•You will become a member of the Executive Leadership Team.

•You will be entitled to an annual executive physical paid for by CMP. You will also be eligible to participate in the Executive Disability Plan.

If you accept this promotion, you will be required to sign a Change in Control Severance Agreement and a Restrictive Covenant Agreement. We have enclosed the Change in Control Severance Agreement, Restrictive Covenant Agreement and the CMP Executive Severance Plan for your review.

This offer of employment is conditional upon Compensation Committee approval and the execution of the documents referenced above.

Congratulations and I look forward to working with you as we continue to build our business. If you have any questions, or would like to discuss in greater detail, please reach out to me directly at your convenience.

Please sign this letter below acknowledging your acceptance of the above offer and return it to me.

Sincerely,

/s/ Ed Dowling

Ed Dowling

President and Chief Executive Officer

By signing this letter below, you understand and agree that your employment with the company is at-will. That is, your employment is not for any specified duration and you or the Company may terminate it, at any time, with or without cause and without notice.

/s/ Brandon Risner 8/3/2026

Brandon Risner Date

EX-99.1

Filename: cmp-risnerex991.htm · Sequence: 3

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Compass Minerals Announces Change in Operations Leadership

OVERLAND PARK, Kan. (Aug. 5, 2026) - Compass Minerals (NYSE: CMP) today announced the departure of Patrick Merrin, effective Aug. 3, 2026, and the promotion of Brandon Risner to chief operating officer.

Edward C. Dowling Jr., president and CEO, said, “On behalf of the board of directors, I would like to thank Pat for his service and wish him the best. Brandon has played a key role in leading the significant growth we’ve experienced in our Plant Nutrition segment over the past two years. We believe his experience and leadership of the improvement at Ogden and in our commercial and industrial (C&I) product line make him the natural fit to lead our operations in the Salt segment as well.”

Mr. Risner joined the company in December 2020 and has more than 25 years of experience in mining. Most recently, he has served as the company’s vice president of operations, Ogden and C&I. Mr. Risner has led the impressive operational improvements in our Plant Nutrition segment and in support of our C&I product line. Earlier in his career he held positions of increasing responsibility at Peabody Energy, a coal mining company. Mr. Risner earned his Master of Business Administration from Washington University in St. Louis – Olin Business School and his Bachelor of Science in mining engineering from Missouri University of Science and Technology.

About Compass Minerals

Compass Minerals (NYSE: CMP) 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 products help improve the quality and yield of crops while supporting sustainable agriculture. Compass Minerals operates 11 production and packaging facilities with more than 1,800 employees throughout the U.S., Canada and the U.K. Visit compassminerals.com for more information about the company and its products.

Forward-Looking Statements and Other Disclaimers

This press release may contain forward-looking statements. These statements are based on the company’s current expectations, estimates and projections and involve risks and uncertainties that could cause the company’s actual results to differ materially. The differences could be caused by several factors including those factors identified in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the company’s annual and quarterly reports on Forms 10-K and 10-Q, including any amendments, as well as the company’s other SEC filings. Opinions expressed are current opinions as of the date hereof. Investors are cautioned not to place undue reliance on such forward-looking statements and should rely on their own assessment of an investment. The company undertakes no obligation to update any forward-looking statements made in this press release to reflect future events or developments, except as required by law.

Contacts

Investor Contact

SCR Partners, LLC

Tripp Sullivan

+1.615.942.7077

John Wilfong

+1.312.533.0234

InvestorRelations@compassminerals.com

Media Contact

Kevin Gabriel

Senior Director, Corporate Affairs

+1.913.344.9265

MediaRelations@compassminerals.com

Source: Compass Minerals

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