pll-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 10-Q

________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________

Commission File Number 001-38427

___________________________________________________________

Piedmont Lithium Inc.

(Exact name of Registrant as specified in its Charter)

_________________________________________________________________________________________


Delaware			36-4996461
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
42 E Catawba Street Belmont, North Carolina			28012
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (704) 461-8000

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, $0.0001 par value per share

PLL

The Nasdaq Capital Market

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, as amended (“Exchange Act”) 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. Yes ☒ 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). Yes ☒ 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

☐

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☒

Smaller reporting 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 ☒

As of May 1, 2025, there were 21,946,069 shares of the registrant’s common stock outstanding.

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			Page
Glossary of Terms and Definitions			2
PART I - Financial Information
	Item 1.	Financial Statements	5
		Consolidated Statements of Operations	5
		Consolidated Statements of Comprehensive Loss	6
		Consolidated Balance Sheets	7
		Consolidated Statements of Cash Flows	8
		Consolidated Statements of Changes in Equity	9
		Notes to the Consolidated Financial Statements	10
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
	Item 4.	Controls and Procedures	33

PART II - Other Information
	Item 1.	Legal Proceedings	34
	Item 1A.	Risk Factors	34
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
	Item 3.	Defaults Upon Senior Securities	34
	Item 4.	Mine Safety Disclosures	34
	Item 5.	Other Information	34
	Item 6.	Exhibits	35

Signatures			36

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GLOSSARY OF TERMS AND DEFINITIONS

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:


2024 Cost Savings Plan			Board approved action in response to the decline in the lithium market to reduce cash operating costs, defer capital spending, and limit cash investments in and advances to affiliates in 2024



Annual Report			Annual Report on Form 10-K
ASC			Accounting Standards Codification
ASX			Australian Securities Exchange
Atlantic Lithium			Atlantic Lithium Limited
Atlantic Lithium Ghana			Atlantic Lithium’s Ghanaian-based lithium portfolio companies
ATM Program			at-the-market issuance sales agreement
ATVM			Advanced Technology Vehicles Manufacturing
Authier			Authier Lithium project

Board			Piedmont Lithium’s Board of Directors
Carolina Lithium			Carolina Lithium project




CODM			Chief Operating Decision Maker



Credit Facility			$25.0 million working capital financing arrangement with a trading company partner based on committed volumes of spodumene concentrate

DEMLR			Department of Energy, Mineral and Land Resources
DFS			definitive feasibility study
dmt			dry metric ton(s)
DOE			U.S. Department of Energy




Ewoyaa			Ewoyaa Lithium project
Exchange Act			Securities Exchange Act of 1934



FDIC			Federal Deposit Insurance Corporation


IRA			Inflation Reduction Act of 2022
JORC Code			2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves
Killick Lithium			Killick Lithium Inc.



Tennessee Lithium			Tennessee Lithium project
Li2O			lithium oxide


Merger			The proposed transaction to consummate the combination of Piedmont Lithium Inc. and Sayona Mining Limited pursuant to the Merger Agreement
Merger Agreement			Agreement and Plan of Merger, dated as of November 18, 2024, by and among Piedmont Lithium, Sayona Mining, and Shock MergeCo Inc., a Delaware corporation and a wholly-owned subsidiary of Sayona Mining (as amended April 22, 2025)

MIIF			Minerals Income Investment Fund of Ghana
Milestone PRAs			PRAs that could be earned based upon achievement of certain specified milestones




NAL			North American Lithium Inc.

NCDEQ			North Carolina Department of Environmental Quality




Piedmont Australia			Piedmont Lithium Pty Ltd (formerly named Piedmont Lithium Limited)

PRAs			performance rights awards



Quarterly Report			Quarterly Report on Form 10-Q


Ricca			Ricca Resources Limited

RSUs			restricted stock units
Sayona Mining			Sayona Mining Limited
Sayona Quebec			Sayona Quebec Inc.
SEC			U.S. Securities and Exchange Commission



SOFR			secured overnight financing rate
spodumene concentrate			spodumene concentrate or SC[X] where “X” represents the lithium content of the concentrate on an Li2O% basis

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Stock Incentive Plan			Piedmont Lithium Inc. Stock Incentive Plan adopted by our Board on March 31, 2021
Tansim			Tansim Lithium project


TSR			total shareholder return
TSR PRAs			PRAs related to market goals based on a comparison of Piedmont Lithium’s total shareholder return relative to the total shareholder return of a pre-determined set of peer group companies for the performance periods
U.S.			United States of America
U.S. GAAP			U.S. generally accepted accounting principles
Vallée			Vallée Lithium project
Vinland Lithium			Vinland Lithium Inc.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

PIEDMONT LITHIUM INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts) (Unaudited)


	Three Months Ended March 31,
		2025		2024
Revenue		$	19,996	$	13,401
Costs of sales		19,862		12,710
Gross profit		134		691
Operating expenses:
Exploration costs		—		53
Selling, general and administrative expenses		6,771		8,094
Total operating expenses		6,771		8,147
Loss from equity method investments		(4,935)		(5,440)
Restructuring charges		(283)		(1,780)
Loss from operations		(11,855)		(14,676)
Other (expense) income:
Interest income		699		827
Interest expense		(560)		(222)

Loss on sale of equity method investments(1)		—		(13,886)
Other (loss) income		(3,915)		1,253
Total other expense		(3,776)		(12,028)
Loss before income taxes		(15,631)		(26,704)
Income tax benefit		—		(3,093)
Net loss		$	(15,631)	$	(23,611)

Basic and diluted:
Net loss per weighted-average share		$	(0.71)	$	(1.22)


Weighted-average shares outstanding		21,939		19,326

__________________________

(1)Loss on sale of equity method investments includes a loss on the sale of shares in Sayona Mining of $17,215, partially offset by a gain on the sale of shares in Atlantic Lithium of $3,143 and a gain on dilution related to the issuance of additional shares of Atlantic Lithium of $186 for the three months ended March 31, 2024. See Note 8—Equity Method Investments.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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PIEDMONT LITHIUM INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands) (Unaudited)


	Three Months Ended March 31,
		2025		2024
Net loss		$	(15,631)	$	(23,611)
Other comprehensive income, net of tax:
Foreign currency translation adjustment of equity method investments(1)		208		87
Other comprehensive income, net of tax		208		87
Comprehensive loss		$	(15,423)	$	(23,524)

__________________________

(1)Foreign currency translation adjustment of equity method investments is presented net of tax expense of nil and $223 for the three months ended March 31, 2025 and 2024, respectively.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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PIEDMONT LITHIUM INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts) (Unaudited)


Assets	March 31, 2025		December 31, 2024

Cash and cash equivalents	$	65,390	$	87,840
Accounts receivable	11,861		5,613


Other current assets	5,229		9,186
Total current assets	82,480		102,639
Property, plant and mine development, net	135,649		134,544

Advances to affiliates	40,498		39,548
Other non-current assets	1,454		1,519
Equity method investments	66,908		71,635
Total assets	$	326,989	$	349,885

Liabilities and Stockholders’ Equity
Accounts payable	$	1,411	$	5,239
Accrued expenses	1,878		4,313

Payables to affiliates	5,240		6,719
Current debt obligations	26,237		26,472

Other current liabilities	3,661		3,363
Total current liabilities	38,427		46,106
Long-term debt, net of current portion	3,418		3,652
Operating lease liabilities, net of current portion	817		863
Other non-current liabilities	1,036		1,017

Total liabilities	43,698		51,638
Commitments and contingencies (Note 15)
Stockholders’ equity:
Common stock; $0.0001 par value, 100,000,000 shares authorized; 21,943,521 and 21,825,465 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	2		2
Additional paid-in capital	498,345		497,878
Accumulated deficit	(207,236)		(191,605)
Accumulated other comprehensive loss	(7,820)		(8,028)
Total stockholders’ equity	283,291		298,247
Total liabilities and stockholders’ equity	$	326,989	$	349,885

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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PIEDMONT LITHIUM INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)


	Three Months Ended March 31,
Cash flows from operating activities:	2025		2024
Net loss	$	(15,631)	$	(23,611)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	982		2,067
Loss from equity method investments	4,935		5,440
Loss on sale of equity method investments	—		13,886
Loss (gain) on equity securities	3,640		(1,384)
Deferred taxes	—		(6,246)
Depreciation and amortization	63		81
Noncash lease expense	42		401
Loss on sale of assets	80		—


Unrealized foreign currency translation (gains) losses	(24)		128
Changes in assets and liabilities:
Accounts receivable	(6,248)		(3,652)

Other assets	350		887
Operating lease liabilities	(40)		(396)
Accounts payable	(3,708)		54

Payables to affiliates	(1,479)		1,587

Other liabilities and accrued expenses	(2,117)		(17,564)
Net cash used in operating activities	(19,155)		(28,322)
Cash flows from investing activities:

Capital expenditures	(1,366)		(5,428)
Advances to affiliates	(945)		(4,977)
Proceeds from sale of marketable securities	—		45
Proceeds from sale of shares in equity method investments	—		49,103
Additions to equity method investments	—		(10,048)
Net cash (used in) provided by investing activities	(2,311)		28,695
Cash flows from financing activities:


Proceeds from Credit Facility	10,767		—
Settlements of Credit Facility	(10,777)		—
Payments of debt obligations and insurance premiums financed	(459)		(68)
Payments to tax authorities for employee stock-based compensation	(515)		(591)
Net cash used in financing activities	(984)		(659)
Net decrease in cash	(22,450)		(286)
Cash and cash equivalents at beginning of period	87,840		71,730

Cash and cash equivalents at end of period	$	65,390	$	71,444

Supplemental disclosure of cash flow information:
Noncash capital expenditures in accounts payable and accrued expenses	$	30	$	1,362


Noncash investment in affiliates for issuance of company stock	—		746

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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PIEDMONT LITHIUM INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands) (Unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount
December 31, 2024	21,826	$	2	$	497,878	$	(191,605)	$	(8,028)	$	298,247

Stock-based compensation, net of forfeitures	—	—		982		—		—		982
Shares issued for exercise/vesting of stock-based compensation awards	176	—		—		—		—		—
Shares surrendered for tax obligations for stock-based transactions	(58)	—		(515)		—		—		(515)

Equity method investments adjustments in other comprehensive (loss) income, net of tax	—	—		—		—		208		208
Net loss	—	—		—		(15,631)		—		(15,631)
March 31, 2025	21,944	$	2	$	498,345	$	(207,236)	$	(7,820)	$	283,291


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount
December 31, 2023	19,272	$	2	$	462,899	$	(126,844)	$	(3,727)	$	332,330
Issuance of common stock, net of issuance costs	53	—		747		—		—		747
Stock-based compensation, net of forfeitures	—	—		2,106		—		—		2,106
Shares issued for exercise/vesting of stock-based compensation awards	67	—		—		—		—		—
Shares surrendered for tax obligations for stock-based transactions	(27)	—		(592)		—		—		(592)
Equity method investments adjustments in other comprehensive (loss) income, net of tax	—	—		—		—		87		87
Net loss	—	—		—		(23,611)		—		(23,611)
March 31, 2024	19,365	$	2	$	465,160	$	(150,455)	$	(3,640)	$	311,067

The accompanying notes are an integral part of these unaudited financial statements.

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PIEDMONT LITHIUM INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.DESCRIPTION OF COMPANY

Nature of Business

Piedmont Lithium Inc. (“Piedmont Lithium,” “we,” “our,” “us,” or “Company”) is a U.S. based, development-stage, multi-asset, integrated lithium business in support of a clean energy economy and U.S. and global energy security. We plan to supply lithium hydroxide to the electric vehicle and battery manufacturing supply chains in North America by processing spodumene concentrate produced from assets we own or in which we have an economic interest.

Our portfolio of projects includes our wholly-owned Carolina Lithium project, a proposed fully integrated spodumene ore-to-lithium hydroxide project and a second lithium hydroxide manufacturing train in Gaston County, North Carolina. The balance of our project portfolio includes strategic investments in lithium assets in Quebec, Canada, including the operating NAL mine; in Ghana, West Africa with Atlantic Lithium, including Ewoyaa; and in Newfoundland, Canada with Vinland Lithium.

Basis of Presentation

Our unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in conformity with U.S. GAAP and in conformity with the rules and regulations of the SEC. The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Our reporting currency is U.S. dollars, and we operate on a calendar fiscal year.

Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Therefore, these unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report for the year ended December 31, 2024. These unaudited consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are considered necessary for a fair statement of the results of operations, financial position, and cash flows for the periods presented. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the year ending December 31, 2025, for any other future interim periods, or for any other future fiscal year. Certain prior period amounts have been reclassified to be consistent with current period presentation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions, and allocations that affect amounts reported in the consolidated financial statements and related notes. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets, fair value of stock-based compensation awards and marketable securities, income tax uncertainties, valuation of deferred tax assets, contingent assets and liabilities, legal claims, asset impairments, provisional revenue adjustments, collectability of receivables, and environmental remediation. Actual results could differ due to the uncertainty inherent in the nature of these estimates.

We base our estimates and assumptions on current facts, historical experience, and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from our estimates. To the extent there are material differences between estimates and actual results, future results of operations will be affected.

Risk and Uncertainties

We are subject to a number of risks similar to those of other companies of similar size in our industry including, but not limited to, the success of our exploration and development activities, success of our equity method investments in international projects, permitting and construction delays, the need for additional capital or financing to fund operating losses and investments in our lithium projects and affiliates in Quebec, Ghana, and Newfoundland, lithium price risk, competition from substitute products and services, protection of proprietary technology, litigation, and dependence on key individuals.

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Since inception, we have devoted substantial effort and capital resources to our exploration and development activities, permitting activities, and construction activities, which include such activities in international projects as part of our equity method investments. We have incurred net losses and negative cash flows from operations, including net losses of $15.6 million and $23.6 million in the three months ended March 31, 2025 and 2024, respectively. We have accumulated deficits of $207.2 million and $191.6 million as of March 31, 2025 and December 31, 2024, respectively. The critical minerals value chain continues to experience headwinds, which have negatively impacted the prices of lithium we sell.

In light of current market conditions, in 2024, we completed our 2024 Cost Savings Plan to reduce our operating expenses, delay capital expenditures into 2025 and beyond, and limit investments in our lithium projects and affiliates. We had available cash on hand of $65.4 million as of March 31, 2025. During the third quarter of 2024, we entered into a working capital facility whereby we may borrow up to $25.0 million based on the value of committed volumes of spodumene concentrate shipments occurring within the following twelve months. The Credit Facility contains a subjective acceleration clause that allows the lender to change the payment terms of the arrangement if there is a material change in our credit worthiness including acceleration of repayment up to the full amount of any outstanding borrowings. We had an outstanding balance on the Credit Facility of $25.0 million as of March 31, 2025. See Note 11—Debt Obligations.

Based on our operating plan, which includes significant savings through the completion of our 2024 Cost Savings Plan and ongoing access to and utilization of the Credit Facility discussed above, we believe our cash on hand and the Credit Facility will be sufficient to fund our operations and meet our obligations as they come due for the twelve months following the date these unaudited consolidated financial statements are issued. However, we have based our estimate on assumptions that may prove to be wrong, and our operating plan may change as a result of many factors, including lithium pricing. As a result, we could deplete our capital resources sooner than we currently expect. We expect to finance our future cash needs through a combination of sales of non-core assets, equity offerings, debt financings, and strategic partnerships. If we are unable to obtain funding, we would be forced to delay, reduce, or eliminate some or all of our exploration and development activities and joint venture fundings, which could adversely affect our business prospects and ultimately our ability to operate.

Our long-term success is dependent upon our ability to successfully raise additional capital or financing or enter into strategic partnership opportunities. Our long-term success is also dependent upon our ability to obtain certain permits and approvals, develop our planned portfolio of projects, earn revenues, and achieve profitability. No assurances can be given that we will be able to successfully achieve these dependencies.

Proposed Merger with Sayona Mining

On November 18, 2024, we entered into a Merger Agreement with Sayona Mining (as subsequently amended on April 22, 2025), whereby Piedmont and Sayona Mining will be combined on a stock-for-stock basis whereby each share of Piedmont common stock, par value $0.0001 per share, issued and outstanding immediately prior to the consummation of the Merger, subject to certain exclusions, shall either be converted into the right to receive 3.5133 Sayona Mining ordinary shares from Sayona Mining if Sayona Mining shareholders approve a reverse stock split to consolidate Sayona Mining’s ordinary shares at a ratio of 1-for-150 prior to the consummation of the Merger, or be converted into the right to receive 527 Sayona Mining ordinary shares if Sayona Mining shareholders do not approve the reverse stock split prior to the consummation of the Merger.

Consummation of the Merger, which is expected to occur in mid-2025, is subject to certain closing conditions, including requisite approvals of Piedmont’s shareholders and Sayona Mining’s shareholders of the Merger Agreement. The Merger Agreement contains certain termination rights in favor of Sayona Mining and Piedmont, including if the Merger is not consummated on or before September 30, 2025 or if the requisite approvals of Sayona Mining shareholders and Piedmont shareholders are not obtained.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby do not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to our Annual Report for the year ended December 31, 2024, and Amendment No. 1 to Agreement and Plan of Merger, a copy of which is attached as Exhibit 2.1 to our Current Report on Form 8-K, filed with the SEC on April 23, 2025.

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Significant Accounting Policies

There have been no significant changes to significant accounting policies described in Note 2—Summary of Significant Accounting Policies within Part II, Item 8 of our Annual Report for the year ended December 31, 2024.

Recently Issued and Adopted Accounting Pronouncements

We have considered the applicability and impact of all other recently issued accounting pronouncements and have determined that they were either not applicable or were not expected to have a material impact on our unaudited consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses, which requires the disaggregation of certain expenses in the notes to the unaudited consolidated financial statements, to provide enhanced transparency into the expense captions presented on the face of the income statement. As amended by ASU No. 2025-01 in January 2025, this guidance will be effective for annual reporting periods beginning with the fiscal year beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this guidance may be applied either prospectively or retrospectively. With the exception of expanding disclosures to include more granular income statement expense categories, we do not expect the adoption of this guidance to have a material effect on our unaudited consolidated financial statements taken as a whole.

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures, including disaggregation of information in the rate reconciliation table and disaggregated information related to income taxes paid. The amendments in guidance are effective for the fiscal year ending December 31, 2025. We are currently evaluating the impact that this update will have on the disclosures in our unaudited consolidated financial statements.

2.REVENUE

We recognize revenue from product sales at a point in time when performance obligations are satisfied under the terms of contracts with our customers. A performance obligation is deemed to be satisfied when control of the product is transferred to our customer, which is typically upon delivery to the shipping carrier. Where a contract contains more than one distinct performance obligation, the transaction price is allocated to each performance obligation based on the standalone selling price of each performance obligation, although these situations do not occur frequently and are generally not built into our contracts. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the products to our customers. Some contracts contain prepayment provisions which allow the customer to secure the right to receive their requested product volumes in a future period. Revenue from these contracts is initially deferred, thus creating a contract liability. Initial pricing is typically billed 5 days to 30 days after the departure of the shipment and is paid between 15 days to 75 days after the departure of the shipment. Final adjustments to prices may take longer to resolve. When the final price has not been resolved by the end of a reporting period, we estimate the expected sales price based on the initial price, market pricing, and known quality measurements. We warrant to our customers that our products conform to mutually agreed product specifications.

Our sales, based on a provisional price, contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of the spodumene concentrates at the forward price at the time of sale. The embedded derivative, which is not designated for hedge accounting, is recorded at fair value with any changes recognized as revenue each period prior to final settlement.

All of our revenue was related to two customers for the three months ended March 31, 2025 and two customers for the three months ended March 31, 2024. All sales related to these customers originated in North America. We evaluate the collectability of our accounts receivable on an individual customer basis. Our reserve for credit losses was nil as of March 31, 2025 and December 31, 2024.

We may be subject to provisional revenue adjustments associated with commodity price fluctuations for our spodumene concentrate sales. In some cases, these adjustments are unknown until final settlement. As of March 31, 2025, approximately 15,700 dmt with an average provisional price of $644 per dmt were subject to final pricing over the next several months.

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Revenue and provisional adjustments are reflected in the following table:


	Three Months Ended March 31,
(in thousands)	2025		2024
Spodumene concentrate sales	$	20,424	$	13,070
Provisional revenue adjustments	(428)		331
Revenue	$	19,996	$	13,401

Contract Liabilities

Contract liabilities represent payments received from customers in advance of the satisfaction of performance obligations. There were no contract liabilities as of March 31, 2025 and December 31, 2024.

3.STOCK-BASED COMPENSATION

Stock Incentive Plan

Under our Stock Incentive Plan, we are authorized to grant 3,000,000 shares, or share equivalents, of stock options, stock appreciation rights, restricted stock units, and restricted stock, any of which may be performance based. Our Leadership and Compensation Committee determines the exercise price for stock options and the base price of stock appreciation rights, which may not be less than the fair market value of our common stock on the date of grant. Generally, stock options and stock appreciation rights fully vest after three years of service and expire at the end of ten years from the date of grant. PRAs vest upon achievement of certain pre-established performance targets that are based on specified performance criteria over a performance period. As of March 31, 2025, 1,472,737 shares of common stock were available for issuance under our Stock Incentive Plan.

We include the expense related to stock-based compensation in the same financial statement line item as cash compensation paid to the same employee. As of March 31, 2025, we had remaining unvested stock-based compensation expense of $3.9 million to be recognized through December 31, 2026. Additionally, and if applicable, we capitalize personnel expenses, including stock-based compensation expenses, attributable to the development of our mine and construction of our plants. We recognize share-based award forfeitures as they occur.

The components and presentation of stock-based compensation are presented in the following table:


	Three Months Ended March 31,
(in thousands)	2025		2024
Components of stock-based compensation:
Stock-based compensation	$	982	$	2,146
Forfeitures	—		(40)
Stock-based compensation, net of forfeitures	$	982	$	2,106

Presentation of stock-based compensation in the unaudited consolidated financial statements:
Exploration costs	$	—	$	5
Selling, general and administrative expenses	982		1,508
Restructuring charges	—		554
Stock-based compensation expense, net of forfeitures(1)	982		2,067
Capitalized stock-based compensation(2)	—		39
Stock-based compensation, net of forfeitures	$	982	$	2,106

__________________________

(1)We did not reflect a tax benefit associated with stock-based compensation expense in our consolidated statements of operations because we had a full tax valuation allowance during these periods. As a result, the table above does not reflect the tax impacts of stock-based compensation expense.

(2)These costs relate to direct labor costs associated with our lithium projects and are included in “Property, plant and mine development, net” in our consolidated balance sheets.

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Stock Option Awards

Stock options may be granted to employees, officers, non-employee directors, and other service providers. For stock option awards, the fair value is estimated at the date of grant using the Black-Scholes valuation model, and the expense is recognized over the option vesting period.

There were no stock options granted during the three months ended March, 31, 2025. The following assumptions were used to estimate the fair value of stock options granted during the three months ended March 31, 2024:




Expected life of options (in years)																					6.4
Risk-free interest rate																					4.2%
Assumed volatility																					35%
Expected dividend rate																					—

Restricted Stock Unit Awards

RSUs may be granted to employees and non-employee directors and recognized as stock-based compensation expense over the vesting period, subject to the passage of time and continued service during the vesting period, based on the market price of our common stock on the grant date. In some instances, awards may vest concurrently with or following an employee’s termination.

Performance Rights Awards

As of March 31, 2025, there were 204,380 unvested TSR PRAs. The awards become eligible to vest only if certain goals are achieved and will vest only if the grantee remains employed by the Company through each applicable vesting date, subject to certain accelerated vesting terms for qualified terminations. Each performance right converts into one share of common stock upon vesting of the performance right.

We estimated the fair value of the TSR PRAs at the grant date using a Monte Carlo simulation. The Monte Carlo simulation fair value model requires the use of highly subjective and complex assumptions, including price volatility of the underlying stock to simulate a range of possible future stock prices for the Company and each member of the peer group over the performance periods to determine the grant date fair value. Compensation expense is recognized based upon the assumption of 100% achievement of the TSR goal and is reflected over the service period of the award. Compensation expense will not be reversed even if the threshold level of TSR is never achieved. The number of shares that may vest ranges from 0% to 200% of the target amount and is based on actual performance at the end of each performance period ranging from 1 year to 3 years.

There were no TSR PRAs granted during the three months ended March, 31, 2025. The following assumptions were used in the Monte Carlo simulation for TSR PRAs granted during three months ended March 31, 2024:




Expected term (in years)																					1 - 3
Risk-free interest rate																					4.7%
Assumed volatility																					50%
Expected dividend yield																					—

A summary of activity related to our share-based awards is presented in the following table:


	2025			2024
(in thousands)	Stock Option Awards	Restricted Stock Units	Performance Rights Awards	Stock Option Awards	Restricted Stock Units	Performance Rights Awards
Share balance at January 1	613	220	284	295	80	86
Granted	—	—	—	155	200	123
Exercised, surrendered or vested	—	(99)	(78)	—	(35)	(32)
Forfeited or expired	—	—	(2)	—	(2)	—
Share balance at March 31	613	121	204	450	243	177

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4.RESTRUCTURING

During the first quarter of 2024, our Board approved the 2024 Cost Savings Plan in response to the lithium market downturn. As part of our 2024 Cost Savings Plan, we reduced operating costs, mainly within corporate overhead, deferred capital spending to 2025 and beyond, and limited cash investments in and advances to affiliates. We reduced our workforce by 28% in the first quarter of 2024 and lowered third-party spending consisting primarily of professional fees and other operating costs. As a result of our initial reduction in workforce, we recorded $1.8 million in severance and employee benefits costs in the three months ended March 31, 2024.

In August 2024, we announced plans to streamline our U.S. lithium hydroxide production plans in favor of shifting our proposed Tennessee Lithium conversion capacity to Carolina Lithium in a phased approach, thereby allowing us to deploy capital and technical resources more efficiently. During the three months ended March 31, 2025, and in connection with this shift, we recorded restructuring charges associated with Tennessee Lithium totaling $0.3 million to continue operating the monofill operations which we plan to sell or decommission in the near future.

The following table presents the components of restructuring charges associated with our 2024 Cost Savings Plan for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
(in thousands)	2025		2024
Severance and employee benefits costs(1)	$	—	$	1,226
Stock compensation expense(2)	—		554
Exit costs(3)	243		—
Other restructuring related expenses(4)	40		—
Total restructuring charges	$	283	$	1,780

__________________________

(1) Severance costs primarily relate to cash severance and employee health insurance costs.

(2) Non-cash stock compensation expense relates to accelerated vesting of certain stock-based compensation awards in connection with our reduction in workforce.

(3) Exit costs relate to the consolidation of our corporate office to a single location in Belmont, North Carolina, and operational costs of our monofill disposal facility in Tennessee.

(4) Other restructuring charges include contract termination costs and other costs as part of our 2024 Cost Savings Plan.

The following table presents the summary of activity in our restructuring accrual:


(in thousands)	Severance Costs		Facility Exit Costs		Other Restructuring		Total
Accrual at December 31, 2024	$	946	$	42	$	64	$	1,052
Restructuring charges	—		243		40		283
Cash payments and settlements	(946)		(285)		(90)		(1,321)


Accrual at March 31, 2025	$	<

SEC Form 10-Q filed by Piedmont Lithium Inc.