DEFINED TERMS USED IN THIS REPORT
The following are defined terms and naming conventions used in this Annual Report on Form 10-K, unless otherwise specified:
| Comstock Inc. and its Subsidiaries: |
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| Comstock, we, our, us, or the Company | Comstock Inc. and its subsidiaries on a consolidated basis |
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| Comstock Fuels | Comstock Fuels Corporation |
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| Bioleum | Bioleum Corporation, a subsidiary of the Company, (Comstock Fuels Oklahoma LLC, Comstock Innovations Corporation, Comstock IP Holdings, Hexas Biomass Inc., HX Biomass Corporation, Bioleum PDC Madison LLC, Bioleum IP Holdings LLC and Bioleum PDC Wausau LLC) |
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| Comstock Metals | Comstock Metals LLC (Comstock Solar Recycling (CA) LLC, Comstock Solar Recycling (OH) LLC and Comstock Solar Recycling LLC) |
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| Comstock Mining | Comstock Mining LLC, Comstock Processing LLC, Comstock Exploration and Development LLC and Northern Comstock LLC |
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| Various Defined Terms: |
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| EPS | Earnings per share |
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| Exchange Act | Securities Exchange Act of 1934, as amended |
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| GAAP | U.S. Generally Accepted Accounting Principles |
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| NYSE | NYSE American LLC |
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| SEC | Securities and Exchange Commission |
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| Securities Act | Securities Act of 1933, as amended |
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| Industry Defined Terms: |
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| BLM | Bureau of Land Management, an agency of the U.S. Department of Interior |
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| BTC | Federal biodiesel mixture excise tax credit |
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| CI | Carbon intensity, or CI, refers to the relative amount of carbon dioxide (CO2) emissions that are released for a specific activity. |
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| EIA | U.S. Energy Information Administration |
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| EPA | U.S. Environmental Protection Agency |
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| GHG | Greenhouse gas |
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| LCFS | Low Carbon Fuel Standard |
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| RFA | Renewable Fuels Association |
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| RFS or RFS II | Renewable Fuel Standards published by the EPA |
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| RIN | Renewable identification number |
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| RVO | Renewable volume obligation |
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| U.S. | United States of America |
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| Glossary: |
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| AI | Artificial intelligence |
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| Biomass | renewable organic material produced, in pertinent part, upon conversion of energy from the sun, water, and carbon dioxide into stored chemical energy. |
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| Claim | a mining interest area giving its holder the right to prospect, explore for, and exploit minerals. |
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| Grade | the amount of metal per ton of material. |
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| Indicated Mineral Resource | that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve. |
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| Inferred Mineral Resource | that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic uncertainty. |
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| Intermediate | a product produced from one or more reactants during one conversion step for use in one or more succeeding conversion steps into a final product. |
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| Lode | a vein-like deposit or rich supply of or source of minerals. |
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| Long cycle carbon | long-term carbon cycle operating over millions of years, primarily involving the production and sequestration of biomass in the Earth’s crust and mantle, where it is converted with heat, pressure, and time into fossil hydrocarbons; emissions of long cycle carbon derive, in pertinent part, from previously-sequestered carbon dioxide, and therefore add to and disrupt the Earth’s natural short cycle and climate. |
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| Measured Mineral Resource | that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to probable mineral reserve. |
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| Mineral reserve | an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowance for losses that may occur when the material is mined or extracted. The mineral reserve estimate must be based on at least a preliminary feasibility study. |
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| Mineral resource | a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or part, become economically extractable. |
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| NSR | net smelter return, a frequently used basis for calculating royalties. |
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| Ore | mineral-bearing material, which is economically and legally extractable. |
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| Precursor | an initial or intermediate compound that participates in a reaction and/or process that produces another compound. |
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| Probable mineral reserve | the economically mineable part of an indicated, and, in some cases, a measured mineral resource. |
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| Proven mineral reserve | the economically mineable part of a measured mineral resource which can only result from conversion of a measured mineral resource. |
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| Short cycle carbon | short-term carbon cycle operating over months or centuries involving the exchange of carbon above the surface of the Earth, primarily between its air, water, biomass, and soil; emissions of short cycle carbon derive, in pertinent part, from carbon dioxide that was recently photosynthesized into biomass, and therefore have a net zero impact on the carbon content above the Earth’s surface and climate. |
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| Stripping ratio | the ratio of waste tons to ore tons mined. |
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| Tailings | refuse materials resulting from the washing, concentration, or treatment of mineralized material. |
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| TRL | Technology Readiness Levels (TRLs) are a method for understanding the technical maturity of a technology during its nine potential development phases. TRLs allow scientists and engineers to have a consistent datum of reference for understanding technology evolution, regardless of their technical background. |
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| Vein | a deposit of non-sedimentary origin, which may or may not contain minerals. |
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On February 24, 2025, the Company effected a one-for-ten (1:10) reverse stock split of its issued and outstanding shares of common stock. In connection with the reverse split, all shares of common stock, stock options, per-share and warrant amounts for all periods presented have been adjusted retrospectively to reflect this reverse stock split. This recast ensures comparability across all periods presented and does not impact previously reported net income (loss), total assets, or total liabilities but does impact earnings per diluted share. The reverse stock split did not impact the total stockholders’ equity, the number of authorized shares of common stock, or the par value per share.
MARKET AND INDUSTRY DATA FORECASTS
This document includes industry data and forecasts prepared by third parties. Third-party industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. We have based much of our discussion on the solar industries and renewable fuels, including government regulation relevant to those industries, and on information published by industry associations, like the RFA. The RFA is a trade organization, and they and other such organizations may present information in a manner that is more favorable than would be presented by independent sources. We have also used data and other information in this document that was published by the EIA and the EPA. Forecasts, in particular, are subject to a high risk of inaccuracy, especially forecasts projected over long periods of time.
CAUTIONARY INFORMATION REGARDING FORWARD LOOKING STATEMENTS
The SEC encourages companies to disclose forward-looking information so that investors can understand a company’s future prospects and make informed investment decisions. This report contains suchforward-looking statements. We make certain forward-looking statements in this Annual Report on Form 10-K. These forward-looking statements relate to our outlook or expectations for revenues, expenses, earnings, asset quality or other future financial or business performance, strategies, transactions, or expectations, or the impact of legal, regulatory or supervisory matters on our business, results of operations or financial condition. Specifically, forward-looking statements may include statements preceded by, followed by or that include the wordsbelieve,estimate,plan,project,forecast,expect,anticipate,seek,target, intend,should,may,will,wouldand similar expressions. These statements reflect our management’s judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Future performance cannot be ensured. Forward-looking statements are not guarantees, representations or warranties and are subject to risks and uncertainties, many of which are unforeseeable and beyond our control, and could cause actual results, developments, and business decisions to differ materially from those contemplated by such forward-looking statements. Some factors that could cause our actual results to differ include:
| • | sales of, and demand for, our products, services, and/or properties; |
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| • | industry market conditions, including the volatility and uncertainty of commodity prices; |
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| • | the speculative nature, costs, regulatory requirements, and hazards of natural and waste resource identification, exploration, development, availability, recycling, extraction, processing, and refining activities, including operational or technical difficulties, and risks of diminishing quantities or insufficiency of grades of qualified resources; |
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| • | changes in our planning, exploration, research and development, production, and operating activities; |
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| • | research and development, exploration, production, operating, and other variable and fixed costs; |
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| • | throughput rates, margins, earnings, debt levels, contingencies, taxes, capital expenditures, net cash flows, and growth; |
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| • | restructuring activities, including the nature and timing of restructuring charges and the impact thereof; |
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| • | employment and contributions of personnel, including our reliance on key management personnel; |
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| • | the costs and risks associated with developing new technologies; |
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| • | our ability to commercialize existing and new technologies; |
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| • | the impact of new, emerging, and competing technologies on our business; |
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| • | the possibility of one or more of the markets in which we compete being impacted by political, legal, and regulatory changes, or other external factors over which we have little or no control; |
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| • | the effects of mergers, consolidations, and unexpected announcements or developments from others; |
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| • | the impact of laws and regulations, including permitting and remediation requirements and costs; |
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| • | changes in or elimination of laws, regulations, tariffs, trade, or other controls or enforcement practices, including the potential that we may not be able to comply with applicable regulations; |
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| • | changes in generally accepted accounting principles; |
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| • | adverse effects of climate changes, natural disasters, and health epidemics, such as the COVID-19 outbreak; |
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| • | global economic and market uncertainties, changes in monetary or fiscal policies or regulations, the impact of terrorism and geopolitical events, volatility in commodity and/or other market prices, and interruptions in delivery of critical supplies, equipment and/or raw materials; |
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| • | assertion of claims, lawsuits, and proceedings against us; |
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| • | potential inability to satisfy debt and lease obligations, including because of limitations and restrictions contained in the instruments and agreements governing our indebtedness; |
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| • | our ability to raise additional capital and secure additional financing; |
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| • | interruptions in our production capabilities due to equipment failures or capital constraints; |
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| • | potential dilution from stock issuances, recapitalization, and balance sheet restructuring activities; |
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| • | potential inability or failure to timely file periodic reports with the SEC; |
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| • | potential inability to maintain the listing of our securities on any securities exchange or market; |
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| • | our ability to implement additional financial and management controls, reporting systems and procedures and comply with Section 404 of the Sarbanes-Oxley Act, as amended; and |
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| • | other risks referenced from time to time in our filings with the SEC and those factors listed in this Annual Report on Form 10-K for the year ended December 31, 2025 under Item 1A, Risk Factors. |
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Occurrence of such events or circumstances could have a material adverse effect on our business, financial condition, results of operations or cash flows and the market price of our securities. All subsequent written and oral forward-looking statements by or attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Investors are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report or the date of the document incorporated by reference in this report. Except as may be required by securities or other law, we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.
