# Calumet, Inc.: Form 10-Q for the period ended Mar 31, 2026

- Company: [Calumet, Inc.](/companies/clmt.md) (CIK 2013745)
- Form: 10-Q
- Filed: 2026-05-08
- Accepted by EDGAR: May 8, 2026, 16:08 ET
- Period: 2026-03-31
- Accession: 0002013745-26-000016
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/2013745/000201374526000016/clmt-20260331x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/2013745/000201374526000016/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2026-01-01 to 2026-03-31 | $1.03bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2026-01-01 to 2026-03-31 | $1.12bn | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2026-01-01 to 2026-03-31 | −$87.5m | us-gaap:GrossProfit |
| Operating income | 3 months, 2026-01-01 to 2026-03-31 | −$171.3m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2026-01-01 to 2026-03-31 | $51.1m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2026-01-01 to 2026-03-31 | −$20.8m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2026-01-01 to 2026-03-31 | −$317.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2026-01-01 to 2026-03-31 | −$3.64 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2026-01-01 to 2026-03-31 | −$3.64 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2026-01-01 to 2026-03-31 | 86,995,431 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2026-01-01 to 2026-03-31 | −$86.2m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2026-01-01 to 2026-03-31 | $13.2m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2026-03-31 | $138.6m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2026-03-31 | $927.9m | us-gaap:AssetsCurrent |
| Total assets | at 2026-03-31 | $2.75bn | us-gaap:Assets |
| Current liabilities | at 2026-03-31 | $963.1m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2026-03-31 | $3.55bn | us-gaap:Liabilities |
| Long-term debt | at 2026-03-31 | $2.30bn | us-gaap:LongTermDebtNoncurrent |
| Shareholders' equity | at 2026-03-31 | −$1.04bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 62,924 characters.

*The historical unaudited condensed consolidated financial statements included in this Quarterly Report reflect all of the assets, liabilities and results of operations of Calumet, Inc. (“Calumet,” the “Company,” “we,” “our,” or “us”). The following discussion analyzes the financial condition and results of operations of the Company for the three months ended March 31, 2026. Stockholders should read the following discussion and analysis of our financial condition and results of operations in conjunction with our 2025 Annual Report and our historical unaudited condensed consolidated financial statements and notes included elsewhere in this Quarterly Report.*

### Overview

We manufacture, formulate and market a diversified slate of specialty branded products and renewable fuels to customers across a broad range of consumer-facing and industrial markets. We are headquartered in Indianapolis, Indiana and operate twelve facilities throughout North America.

Our operations are managed using the following reportable segments: Specialty Products and Solutions; Performance Brands; and Montana/Renewables. For additional information, see Note 10 — “Segments and Related Information” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements.” In our Specialty Products and Solutions segment, we manufacture and market a wide variety of solvents, waxes, customized lubricating oils, white oils, petrolatums, gels, esters, and other products. Our specialty products are sold to domestic and international customers who purchase them primarily as raw material components for consumer-facing and industrial products. In our Performance Brands segment, we blend, package and market high performance products through our Royal Purple, Bel-Ray, and TruFuel brands. Our Montana/Renewables segment is comprised of two facilities located in Great Falls, Montana — renewable fuels and specialty asphalt. At our renewable fuels facility, we process a variety of geographically advantaged renewable feedstocks into renewable diesel, sustainable aviation fuel, renewable hydrogen, renewable natural gas, renewable propane, and renewable naphtha that are distributed into renewable markets in the western half of North America. At our specialty asphalt facility, we process Canadian crude oil into conventional gasoline, diesel, jet fuel and specialty grades of asphalt, with production sized to serve local markets.

### Recent Developments

### 9.75% Senior Notes due 2031

On January 12, 2026, Calumet Specialty Products Partners, L.P. (the “Partnership”) and Calumet Finance Corp. (“Finance Corp.” and, together with the Partnership, the “Issuers”), each a subsidiary of the Company, issued and sold $405.0 million aggregate principal amount of a new series of the Issuers’ 9.75% Senior Notes due 2031 (the “2031 Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Company subsequently redeemed all of the Issuers’ outstanding 11.00% Senior Notes due 2026 (the “2026 Notes”) and 8.125% Senior Notes due 2027 (the “2027 Notes”) in January 2026.

On March 17, 2026, the Issuers issued and sold $150.0 million aggregate principal amount of additional 2031 Notes (the “Additional Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933. The Company used the net proceeds from the offering of the Additional Notes to repay borrowings outstanding under the Company’s revolving credit facility. See Note 6 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.

### Ninth Amendment to Third Amended and Restated Credit Agreement

On January 23, 2026, the Company entered into the Ninth Amendment to the Third Amended and Restated Credit Agreement (the “Ninth Amendment”). The Ninth Amendment amended the Third Amended and Restated Credit Agreement, dated as of February 23, 2018 (the “Credit Agreement”), by and among Calumet GP, LLC, Calumet Specialty Products Partners, L.P., certain subsidiaries of the Company party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. Among other changes, the Ninth Amendment modified the Credit Agreement to (i) extend the maturity date to January 23, 2031, (ii) provide for commitments of $500.0 million, subject to borrowing base limitations, (iii) revise certain covenants, representations and warranties, events of default and other terms to permit the Company or one or more of its subsidiaries to consummate one or more new inventory financing transactions, subject in each case to the Company’s satisfaction of certain customary conditions and (iv) provide for a reduction of commitments under the Credit Agreement from $500.0 million to $425.0 million if any such inventory financing transaction is consummated. See Note 6 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.

### Shreveport Supply and Offtake Agreement

On March 30, 2026, the Company entered into the Second Omnibus Amendment Agreement with J. Aron and the other parties thereto, to extend the expiration date of the Shreveport Supply and Offtake Agreement to January 31, 2030. Refer to Note 5 — “Inventory Financing Agreements” for additional information.

### Crack Spread Swaps Sales Contracts

In April 2026, the Company entered into additional crack spread swap contracts with a counterparty to reduce our exposure to commodity price risk. These additional swap contracts were for 5,000 bpd in the fourth quarter 2026 and 4,000 bpd during each respective quarter in 2027. As of April 30, 2026, we had the following notional contracts related to outstanding crack spread swap contracts, which are derivative instruments not designated as hedges:

| ​ ​ Period of Maturity | ​ ​ ​ ​ ​ ​ | ​ ​ Total Outstanding Notional Volumes (bpd) | ​ ​ ​ ​ ​ ​ | ​ ​ ​ Avg. Strike Price ($/bbl) ​ for 2-1-1 Crack Spread Swap ​ Based on CBOB |
| --- | --- | ---: | --- | ---: |
| 2Q 2026 |  | 10,000 |  | $22.81 |
| 3Q 2026 | ​ | 10,000 | ​ | $21.66 |
| 4Q 2026 | ​ | 15,000 | ​ | $20.70 |
| 1Q 2027 | ​ | 10,000 | ​ | $28.01 |
| 2Q 2027 | ​ | 10,000 | ​ | $27.21 |
| 3Q 2027 | ​ | 10,000 | ​ | $26.11 |
| 4Q 2027 | ​ | 10,000 | ​ | $24.57 |

See Note 7 — “Derivatives” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information related to the Company’s derivatives.

### Update Regarding Renewable Volume Obligation

On March 27, 2026, EPA announced a final rule to establish required Renewable Fuel Standard Volumes and percentage standards for 2026 and 2027, which sets the highest renewable fuel volumes in the history of the program. The EPA’s updated Renewable Volume Obligations (“RVOs”) establish total demand of 26.81 billion RINs and 27.02 billion RINs for 2026 and 2027, respectively, providing a historic level of annualized support for the biofuels industry. The 2026 and 2027 volumes include approximately 70% of renewable fuel volumes previously waived through small refinery exemptions (“SREs”) across the 2023–2025 compliance periods. These actions are expected to improve biobased diesel industry margins; improve utilization; and attract currently idled higher-cost biodiesel producers to re-enter the market in order to meet mandated demand. The RVO framework is aligned with a broader national focus on domestic energy security. The EPA also proposed that beginning in 2028, foreign source renewable fuels and feedstocks will receive only half the RFS compliance value of American-made products, materially enhancing the competitive position of domestic producers. Consistent with these developments, 2026 RIN prices continued to recover through April following the RVO announcement. Against this favorable regulatory backdrop, MRL’s strategic location and proximity to domestic customers and suppliers position the company for strong performance in the second half of 2026, continued momentum into 2027, and a sustained long-term competitive advantage.

### First Quarter 2026 Update

### Outlook and Trends

We believe the business is well positioned to deliver improved performance, supported by a diversified customer base, a resilient specialty portfolio, and the benefits of multi-year capital investments that continue to enhance operational reliability. In addition, the current strength in fuel cracks is expected to provide a meaningful tailwind to commodity margins. Near-term performance is expected to be influenced by volatility in feedstock costs, which can create temporary margin compression in certain specialty products; however, we expect proactive pricing actions to support margin recovery as these increases are realized. During the first quarter of 2026, operations at our Shreveport facility were temporarily suspended across significant portions of the plant as a precaution to protect our employees and equipment following the discovery of organic chlorides in feedstock tanks, resulting in an estimated loss of approximately 750,000 barrels of production. Following extensive product testing, asset inspections, and repairs, the facility resumed full operations in early April 2026 and is currently processing over 50,000 barrels per day. The Company continues to work with third-party experts to investigate the source of the contamination.

At Montana Renewables, we continue to meet or outperform our operational cost targets prior to the start of our MaxSAF® 150 expansion and turnaround that began in early March, while demonstrating success in monetizing Section 45Z Clean Fuel Production Tax Credits (“CFPCs”). The MaxSAF® 150 expansion and turnaround was successfully completed in approximately 48 days and the facility resumed production in the second quarter of 2026. Our overall enhanced operational performance is a direct result of our focus on operational excellence since we completed commissioning in 2023.

In our Specialties Products and Solutions and Performance Brands segments, we continue to benefit from an attractive specialty product margin environment, although margins were temporarily compressed in the first quarter due to feedstock headwinds. Our fuels and asphalt business was also impacted by the temporary Shreveport production issues, partially offsetting improved commodity margins. Demand for our products in these businesses remained strong and we continue to leverage the benefits of our fully integrated specialty business in this market. We expect the current margin environment for both specialty products and fuel-based products to continue to be volatile in the near-term due to the Iran conflict impacting global feedstocks and the Company continues to implement price increases that began in the first quarter of 2026.

In our Montana/Renewables segment, we believe long-term demand for renewable fuel products will continue to grow supported by Federal, State, Provincial and local governmental mandates and incentives that have been enacted or announced in North America and globally. Collectively, these policies focus on domestic fuel security, strategic alignment with the agricultural industry as a source of renewable feedstocks, sustainability initiatives, transportation fuel cleanliness including ongoing reduction in particulates, and expansion of both voluntary and mandatory corporate decarbonization targets, particularly for hard-to-abate sectors including the global aviation industry. We believe that our advantage as a first-mover in sustainable aviation fuels market positions us as a preferred supplier to our potential offtake partners’ SAF strategies. The start-up of our MaxSAF® 150 project allows us to shift our renewable product mix toward more SAF production which has historically realized higher pricing relative to renewable diesel, and we expect this change in product mix to support improved margin realizations immediately and long-term.

### Contingencies

For a summary of litigation and other contingencies, refer to Note 4 — “Commitments and Contingencies” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements.” Based on information available to us at the present time, we do not believe that any liabilities beyond the amounts already accrued, which may result from these contingencies, will have a material adverse effect on our liquidity, financial condition or results of operations.

### Financial Results

We reported net loss of $317.0 million in the first quarter 2026 versus a net loss of $162.0 million in the first quarter 2025. Net loss in the first quarter of 2026 was significantly impacted by the following non-cash items:

- $37.9 million of non-cash equity based compensation expense;
- $102.7 million unrealized loss on derivatives; and
- $147.4 million of non-cash RINs related expense

The increase in equity-based compensation expense is driven by the remeasurement of Long-Term Incentive Plan (“LTIP”) awards granted from 2017 through March 31, 2026 that are classified as liability awards. Liability awards are remeasured at fair value each reporting period, with changes recognized in earnings. Since 2017, the Company has granted approximately 11.0 million liability awards of which 2.9 million remain outstanding.

The $37.9 million expense recognized in the current quarter primarily reflects the increase in the fair value of these outstanding awards driven by the Company’s share price rising from $19.87 to $35.90 as well as the completion of service conditions on approximately 2.1 million awards. Due to the higher share price at the time of the 2026 LTIP grants, we issued approximately 374,000 awards at target under our LTIP. As the outstanding awards are remeasured each period until settlement, future volatility in our stock price will continue to result in non-cash impact to earnings.

We reported Adjusted EBITDA with Tax Attributes (as defined in Note 10 — “Segments and Related Information” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements”) of $50.1 million in the first quarter 2026 versus $55.0 million in the first quarter 2025. We used cash from operating activities of $86.2 million in the first quarter 2026 versus using cash from operating activities of $29.3 million in the first quarter of 2025.

Refer to Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures” for a reconciliation of EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes to Net income (loss), our most directly comparable financial performance measure calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”).

Specialty Products and Solutions segment Adjusted EBITDA was $44.3 million in the first quarter 2026 versus $56.3 million in the first quarter 2025. Compared to the prior period, Specialty Products and Solutions first quarter 2026 segment Adjusted EBITDA was negatively impacted by compressed margins driven by higher crude oil costs and reduced production at our Shreveport facility.

Montana/Renewables segment Adjusted EBITDA loss was $12.3 million in the first quarter 2026 versus loss of $13.6 million in the first quarter 2025. Montana/Renewables segment Adjusted EBITDA with Tax Attributes was $10.2 million in the first quarter 2026 compared to $3.3 million in the prior period. Compared to the prior year, Montana/Renewables segment Adjusted EBITDA with Tax Attributes was favorably impacted by improved margins on renewable fuel sales and a reduction in the carbon intensity (“CI”) of produced fuels. The CI improvements were achieved in part through the purchase of renewable electricity credits, which enhance the businesses’ CI score and supported higher net realizations under applicable credit and regulatory programs. This impact was partially offset by lower volumes as a result of the planned shutdown for the MaxSAF® 150 expansion project. Overall, the segment continued to benefit from operating cost improvements realized through prior year initiatives. As discussed above, EPA’s final Renewable Volume Obligation (“RVO”) has been received favorably by the market, contributing to improved market pricing for renewable fuels and related credit values. These conditions supported renewable fuel margins during the period and increased market confidence in industry fundamentals. Adjusted EBITDA in the legacy specialty asphalt business was largely flat, as gains in fuel margins were offset by weaker asphalt margins as a result from the lag in asphalt price increases during a period of rapidly rising crude oil prices.

Performance Brands segment Adjusted EBITDA was $12.6 million in the first quarter 2026 versus $15.8 million in the first quarter 2025, despite the prior year period including contributions from the divested Royal Purple Industrial business. Excluding the divested business, underlying margin performance improved, supported by stronger TruFuel results driven by stabilized input costs and resilient pricing. This segment continues to strengthen its position in consumer channels.

### Liquidity Update

As of March 31, 2026, we had total liquidity of $462.8 million comprised of $138.6 million of unrestricted cash, $40.0 million of restricted cash and $284.2 million of availability under our credit facility. As of March 31, 2026, our revolving credit facility had a $425.7 million borrowing base, $46.3 million in outstanding standby letters of credit and $95.2 million of outstanding borrowings. We believe we will continue to have sufficient liquidity from cash on hand, projected cash flow from operations, borrowing capacity and other means by which to meet our financial commitments, debt service obligations, contingencies, and anticipated capital expenditures for at least the next 12 months. Refer to Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for additional information.

### Renewable Fuel Standard Update

Along with the broader refining industry, we remain subject to compliance costs under the RFS unless or until we receive a small refinery exemption from the EPA, which we have historically received. Administered by the EPA, the RFS provides annual requirements for the total volume of renewable transportation fuels that are mandated to be blended into finished transportation fuels. If a refiner does not meet its required annual Renewable Volume Obligation, the refiner can purchase blending credits in the open market, referred to as RINs.

During the first quarter 2026, we recorded a loss of $140.1 million for RINs in cost of sales in the unaudited condensed statements of operations, as compared to a loss of $97.4 million for RINs in the first quarter 2025. Our gross RINs Obligation, which includes RINs that are required to be secured through either our own blending or through the purchase of RINs in the open market, is spread across four compliance categories (D3, D4, D5 and D6). The gross RINs obligations may be satisfied by our own renewables blending, RIN purchases, or receipt of small refinery exemptions.

Expenses related to RFS compliance have the potential to remain a significant expense for our two segments containing fuels products. If legal or regulatory changes occur that have the effect of increasing our RINs Obligation or eliminating or narrowing the availability of the small refinery exemption under the RFS program, we could be required to purchase additional RINs in the open market, which may materially increase our costs related to RFS compliance and could have a material adverse effect on our results of operations and liquidity.

See Note 2 — “Summary of Significant Accounting Policies” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” in this Quarterly Report for further information on the Company’s RINs obligation.

### Unrestricted Subsidiaries

See Note 12 — “Unrestricted Subsidiaries” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” in this Quarterly Report for further information regarding certain financial information of our unrestricted subsidiaries.

### Key Performance Measures

Our sales and results of operations are principally affected by demand for specialty products, fuel product demand, renewable fuel product demand, global fuel crack spreads, the price of natural gas used as fuel in our operations, our ability to operate our production facilities at high utilization, and our results from derivative instrument activities.

Our primary raw materials are crude oil, renewable feedstocks, and other specialty feedstocks, and our primary outputs are specialty consumer-facing and industrial products, specialty branded products, fuel products, and renewable fuel products. The prices of crude oil, specialty products, fuel products, and renewable fuel products are subject to fluctuations in response to changes in supply, demand, market uncertainties and a variety of factors beyond our control. We monitor these risks and from time-to-time enter into derivative instruments designed to help mitigate the impact of commodity price fluctuations on our business. The primary purpose of our commodity risk management activities is to economically hedge our cash flow exposure to commodity price risk. We also may hedge when market conditions exist that we believe to be out of the ordinary and particularly supportive of our financial goals. We enter into derivative contracts for future periods in quantities that do not exceed our projected purchases of crude oil and natural gas and sales of fuel and renewable fuel products. Refer to Note 7 — “Derivatives” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.

Our management uses several financial and operational measurements to analyze our performance. These measurements include the following:

- sales volumes;
- segment gross profit;
- segment Adjusted gross profit;
- segment Adjusted EBITDA;
- segment Adjusted EBITDA with Tax Attributes; and
- selling, general and administrative expenses.

*Sales volumes.* We view the volumes of Specialty Products and Solutions products, Montana/Renewables products and Performance Brands products sold as an important measure of our ability to effectively utilize our operating assets. Our ability to meet the demands of our customers is driven by the volumes of feedstocks that we run at our facilities. Higher volumes typically improve profitability both through the spreading of fixed costs over greater volumes and the additional gross profit achieved on the incremental volumes.

*Segment gross profit.* Specialty Products and Solutions, Montana/Renewables and Performance Brands products’ gross profit are important measures of profitability of our segments. We define gross profit as sales less the cost of crude oil and other feedstocks, LCM/LIFO adjustments, and other production-related expenses, the most significant portion of which includes labor, plant fuel, utilities, contract services, maintenance, transportation, RINs, depreciation and amortization and processing materials. We use gross profit as an indicator of our ability to manage margins in our business over the long term. The increase or decrease in selling prices typically lags behind the rising or falling costs, respectively, of feedstocks throughout our business. Other than plant fuel, RINs mark-to-market adjustments, and LCM/LIFO adjustments, production related expenses generally remain stable across broad ranges but can fluctuate depending on maintenance activities performed during a specific period.

*Segment Adjusted gross profit.* Specialty Products and Solutions, Montana/Renewables and Performance Brands products segment Adjusted gross profit measures are useful as they exclude transactions not related to our core cash operating activities and provide metrics to analyze the profitability of the core cash operations of our segments. We define segment Adjusted gross profit as segment gross profit excluding the impact of (a) LCM inventory adjustments; (b) the impact of liquidation of inventory layers calculated using the LIFO method; (c) RINs mark-to-market adjustments; (d) RINs incurrence expense; (e) depreciation and amortization; and (f) all extraordinary, unusual or non-recurring items of revenue or cost of sales.

*Segment Adjusted EBITDA and Segment Adjusted EBITDA with Tax Attributes.* We believe that Specialty Products and Solutions, Montana/Renewables and Performance Brands segment Adjusted EBITDA and Adjusted EBITDA with Tax Attributes measures are useful as they exclude transactions not related to our core cash operating activities and provide metrics to analyze our ability to pay interest to our noteholders. Adjusted EBITDA and Adjusted EBITDA with Tax Attributes allows us to meaningfully analyze the trends and performance of our core cash operations as well as to make decisions regarding the allocation of resources to segments. Corporate Adjusted EBITDA primarily reflects general and administrative costs.

### Results of Operations for the Three Months Ended March 31, 2026 and 2025

*Production Volume.* The following table sets forth information about our continuing operations after giving effect to the elimination of all intercompany activity. Facility production volume differs from sales volume due to changes in inventories and the sale of purchased blendstocks such as ethanol and specialty blendstocks, as well as the resale of crude oil.

| ​ ​ ​ ​ | ​ ​ ​ ​ | ​ Three Months Ended March 31, 2026 (In bpd) | ​ ​ ​ ​ | ​ 2025 | ​ ​ ​ | ​ ​ ​ % Change ​ ​ ​ | ​ ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- |
| Total sales volume (1) | ​ | 87,028 |  | 85,547 | ​ | 1.7% | ​ |
| Facility production: | ​ | ​ |  | ​ | ​ | ​ ​ | ​ |
| Specialty Products and Solutions: | ​ | ​ |  | ​ | ​ | ​ ​ | ​ |
| Lubricating oils | ​ | 12,331 |  | 11,368 | ​ | 8.5% | ​ |
| Solvents | ​ | 7,250 |  | 7,528 | ​ | (3.7)% | ​ |
| Waxes | ​ | 1,418 |  | 1,142 | ​ | 24.2% | ​ |
| Fuels, asphalt and other by-products | ​ | 34,622 |  | 34,451 | ​ | 0.5% | ​ |
| Total Specialty Products and Solutions | ​ | 55,621 |  | 54,489 | ​ | 2.1% | ​ |
| Montana/Renewables: | ​ | ​ |  | ​ | ​ | ​ ​ | ​ |
| Gasoline | ​ | 4,205 |  | 3,706 | ​ | 13.5% | ​ |
| Diesel | ​ | 3,157 |  | 2,494 | ​ | 26.6% | ​ |
| Jet fuel | ​ | 308 |  | 417 | ​ | (26.1)% | ​ |
| Asphalt, heavy fuel oils and other | ​ | 3,617 |  | 3,750 | ​ | (3.5)% | ​ |
| Renewable fuels | ​ | 7,853 | ​ | 9,932 | ​ | (20.9)% | ​ |
| Total Montana/Renewables | ​ | 19,140 |  | 20,299 | ​ | (5.7)% | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ ​ | ​ |
| Performance Brands | ​ | 1,724 |  | 1,618 | ​ | 6.6% | ​ |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ ​ | ​ |
| Total facility production | ​ | 76,485 |  | 76,406 | ​ | 0.1% | ​ |

(1) Total sales volume includes sales from the production at our facilities and certain third-party facilities pursuant to supply and/or processing agreements, sales of inventories and the resale of crude oil and other finished products to third-party customers. Total sales volume includes the sale of purchased blendstocks.

The following table reflects our unaudited condensed consolidated results of operations and includes the non-GAAP financial measures EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes. For a reconciliation of EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes to Net income (loss), our most directly comparable financial performance measure calculated and presented in accordance with GAAP, refer to “— Non-GAAP Financial Measures.”

| ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2026 ​ | ​ ​ ​ ​ | ​ ​ 2025 |
| --- | --- | ---: | --- | ---: |
| Sales | ​ | $1,029.7 | ​ | $993.9 |
| Cost of sales | ​ | 1,117.2 | ​ | 1,075.3 |
| Gross profit (loss) | ​ | (87.5) | ​ | (81.4) |
| Operating costs and expenses: | ​ | ​ | ​ | ​ |
| Selling | ​ | 12.3 | ​ | 12.3 |
| General and administrative | ​ | 66.0 | ​ | 12.1 |
| Gain on sale of business | ​ | — | ​ | (62.2) |
| Other operating expense | ​ | 5.5 | ​ | 5.1 |
| Operating income (loss) | ​ | (171.3) | ​ | (48.7) |
| Other income (expense): | ​ | ​ | ​ | ​ |
| Interest expense | ​ | (51.1) | ​ | (58.5) |
| Debt extinguishment costs | ​ | ​ (1.7) | ​ | (47.6) |
| Loss on derivative instruments | ​ | (115.4) | ​ | (7.2) |
| Other income | ​ | 1.7 | ​ | 0.4 |
| Total other expense | ​ | (166.5) | ​ | (112.9) |
| Net loss before income taxes | ​ | (337.8) | ​ | (161.6) |
| Income tax (benefit) expense | ​ | (20.8) | ​ | 0.4 |
| Net loss | ​ | $(317.0) | ​ | $(162.0) |
| EBITDA | ​ | $(253.8) | ​ | $(66.0) |
| Adjusted EBITDA | ​ | $27.6 | ​ | $38.1 |
| Adjusted EBITDA with Tax Attributes | ​ | $50.1 | ​ | $55.0 |

### Non-GAAP Financial Measures

We include in this Quarterly Report the non-GAAP financial measures EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes. We provide reconciliations of EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes to Net income (loss), our most directly comparable financial performance measure.

EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes are used as supplemental financial measures by our management and by external users of our financial statements such as investors, commercial banks, research analysts and others, to assess:

- the financial performance of our assets without regard to financing methods, capital structure or historical cost basis;
- the ability of our assets to generate cash sufficient to pay interest costs and support our indebtedness;
- our operating performance and return on capital as compared to those of other companies in our industry, without regard to financing or capital structure; and
- the viability of acquisitions and capital expenditure projects and the overall rates of return on alternative investment opportunities.

We believe that these non-GAAP measures are useful to analysts and investors as they exclude transactions not related to our core cash operating activities and provide metrics to analyze our ability to pay interest to our noteholders. However, the indentures governing our senior notes contain covenants that, among other things, restrict our ability to pay dividends. We believe that excluding these transactions allows investors to meaningfully analyze trends and performance of our core cash operations.

We define EBITDA for any period as net income (loss) plus interest expense (including amortization of debt issuance costs), income taxes and depreciation and amortization. We believe net income (loss) is the most directly comparable GAAP measure to EBITDA.

We define Adjusted EBITDA for any period as EBITDA adjusted for (a) impairment; (b) unrealized gains and losses from mark-to-market accounting for hedging activities; (c) realized gains and losses under derivative instruments excluded from the determination of net income (loss); (d) non-cash equity-based compensation expense and other non-cash items (excluding items such as accruals of cash expenses in a future period or amortization of a prepaid cash expense) that were deducted in computing net income (loss); (e) debt refinancing fees, extinguishment costs, premiums and penalties; (f) any net gain or loss realized in connection with an asset sale that was deducted in computing net income (loss); (g) amortization of turnaround costs; (h) LCM inventory adjustments; (i) the impact of liquidation of inventory layers calculated using the LIFO method; (j) RINs mark-to-market adjustments; (k) RINs incurrence expense; and (l) all extraordinary, unusual or non-recurring items of gain or loss, or revenue or expense.

We define Adjusted EBITDA Margin as Adjusted EBITDA divided by sales.

We define Adjusted EBITDA with Tax Attributes for any period as Adjusted EBITDA plus the notional value of CFPCs, less the difference between the notional value of any CFPCs sold and the amount realized from such sales during the period.

The definition of Adjusted EBITDA presented in this Quarterly Report is similar to the calculation of “Consolidated Cash Flow” contained in the indentures governing our Senior Notes (as defined in this Quarterly Report) and the calculation of “Consolidated EBITDA” contained in the Credit Agreement. We are required to report Consolidated Cash Flow to the holders of our Senior Notes and Consolidated EBITDA to the lenders under our revolving credit facility, and these measures are used by them to determine our compliance with certain covenants governing those debt instruments. Refer to Note 6 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” in this Quarterly Report for additional details regarding the covenants governing our debt instruments.

EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes should not be considered alternatives to Net income (loss) or Operating income (loss) or any other measure of financial performance presented in accordance with GAAP. In evaluating our performance as measured by EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes, management recognizes and considers the limitations of these measurements. EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes do not reflect our liabilities for the payment of income taxes, interest expense or other obligations such as capital expenditures. Accordingly, EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes are only three of several measurements that management utilizes. Moreover, our definition of EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes may not be comparable to similarly titled measures of another company because all companies may not calculate EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes in the same manner.

The following table presents a reconciliation of Net income (loss), our most directly comparable GAAP financial performance measure to EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes for each of the periods indicated (in millions).

| ​ ​ ​ ​ Reconciliation of Net income (loss) to EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes | ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2026 ​ ​ ​ ​ | ​ ​ ​ ​ ​ | ​ ​ 2025 ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- |
| Net loss | ​ | $(317.0) | ​ | $(162.0) | ​ |
| Add: | ​ | ​ | ​ | ​ | ​ |
| Interest expense | ​ | 51.1 | ​ | 58.5 | ​ |
| Depreciation and amortization | ​ | 32.9 | ​ | 37.1 | ​ |
| Income tax (benefit) expense | ​ | (20.8) | ​ | 0.4 | ​ |
| EBITDA | ​ | $(253.8) | ​ | $(66.0) | ​ |
| Add: | ​ | ​ | ​ | ​ | ​ |
| LCM / LIFO gain | ​ | $(26.2) | ​ | $(0.1) | ​ |
| Unrealized (gain) loss on derivative instruments | ​ | 102.7 | ​ | (0.1) | ​ |
| Debt extinguishment costs | ​ | 1.7 | ​ | 47.6 | ​ |
| Amortization of turnaround costs | ​ | 8.5 | ​ | 9.6 | ​ |
| Gain on sale of business | ​ | — | ​ | (62.2) | ​ |
| RINs incurrence expense | ​ | 31.5 | ​ | 30.4 | ​ |
| RINs mark-to-market loss | ​ | 115.9 | ​ | 86.8 | ​ |
| Equity-based compensation and other items | ​ | 44.7 | ​ | (13.5) | ​ |
| Other | ​ | 0.5 | ​ | 3.2 | ​ |
| Noncontrolling interest adjustments | ​ | 2.1 | ​ | 2.4 | ​ |
| Adjusted EBITDA | ​ | $27.6 | ​ | $38.1 | ​ |
| Tax attributes (1) | ​ | ​ 22.5 | ​ | 16.9 | ​ |
| Adjusted EBITDA with Tax Attributes | ​ | $50.1 | ​ | $55.0 | ​ |

(1) Tax attribute amounts reflect 100% of the notional value of CFPCs generated for each respective period presented less any discounts on the sale of CFPCs. The CFPCs can be realized by applying the credits to the Company’s federal income tax liability or sold in a secondary market at a discounted rate.

The following table presents a reconciliation of Montana/Renewables Segment Net income (loss), our most directly comparable GAAP financial performance measure to Montana/Renewables Segment Adjusted EBITDA and Montana/Renewables Segment Adjusted EBITDA with Tax Attributes for each of the periods indicated unaudited (in millions).

| ​ ​ ​ Reconciliation of Montana/Renewables Segment Net income (loss) to Segment Adjusted EBITDA and Segment Adjusted EBITDA with Tax Attributes: | ​ ​ ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2026 ​ ​ | ​ ​ ​ | ​ ​ 2025 ​ ​ |
| --- | --- | ---: | --- | ---: |
| Montana/Renewables Segment Net loss | ​ | $(45.4) | ​ | $(153.5) |
| Add: | ​ | ​ | ​ | ​ |
| Depreciation and amortization | ​ | $21.9 | ​ | $27.9 |
| LCM / LIFO gain | ​ | (7.6) | ​ | (0.7) |
| Interest expense | ​ | 14.3 | ​ | 18.3 |
| Debt extinguishment costs | ​ | — | ​ | 47.6 |
| RINs incurrence expense | ​ | 6.9 | ​ | 8.1 |
| RINs mark-to-market loss | ​ | 17.9 | ​ | 26.1 |
| Other | ​ | 0.6 | ​ | 4.6 |
| Equity-based compensation and other items | ​ | ​ — | ​ | ​ 5.6 |
| Income tax benefit | ​ | (23.0) | ​ | — |
| Noncontrolling interest adjustments | ​ | 2.1 | ​ | 2.4 |
| Montana/Renewables Segment Adjusted EBITDA | ​ | $(12.3) | ​ | $(13.6) |
| Tax attributes (1) | ​ | 22.5 | ​ | 16.9 |
| Montana/Renewables Segment Adjusted EBITDA with Tax Attributes | ​ | $10.2 | ​ | $3.3 |

(1) Tax attribute amounts reflect 100% of the notional value of CFPCs generated for each respective period presented less any discounts on the sale of CFPCs. The CFPCs can be realized by applying the credits to the Company’s federal income tax liability or sold in a secondary market at a discounted rate.

### Changes in Results of Operations for the Three Months Ended March 31, 2026 and 2025

*Sales.* Sales increased $35.8 million, or 3.6%, to $1,029.7 million in the three months ended March 31, 2026, from $993.9 million in the same period in 2025. Sales for each of our principal product categories in these periods were as follows:

*(In millions, except barrel and per barrel data)*

| ​ ​ ​ ​ Sales by segment: Specialty Products and Solutions: | ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2026 ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ 2025 ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ % Change ​ ​ ​ ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: |
| Lubricating oils | ​ | $191.8 | ​ | $202.2 |  | (5.1)% |
| Solvents | ​ | 107.9 | ​ | 104.7 |  | 3.1% |
| Waxes | ​ | 39.8 | ​ | 38.2 |  | 4.2% |
| Fuels, asphalt and other by-products (1) | ​ | 365.5 | ​ | 305.0 |  | 19.8% |
| Total Specialty Products and Solutions | ​ | $705.0 | ​ | $650.1 |  | 8.4% |
| Total Specialty Products and Solutions sales volume (in barrels) | ​ | 5,869,000 | ​ | 5,372,000 |  | 9.3% |
| Average Specialty Products and Solutions sales price per barrel | ​ | $120.12 | ​ | $121.02 |  | (0.7)% |
| Montana/Renewables: | ​ | ​ | ​ | ​ |  | ​ ​ |
| Gasoline | ​ | $34.6 | ​ | $32.5 |  | 6.5% |
| Diesel | ​ | 31.4 | ​ | 23.4 |  | 34.2% |
| Jet Fuel | ​ | 4.8 | ​ | 4.2 |  | 14.3% |
| Asphalt, heavy fuel oils and other (2) | ​ | 22.8 | ​ | 36.0 |  | (36.7)% |
| Renewable fuels | ​ | ​ 142.2 | ​ | ​ 165.6 | ​ | (14.1)% |
| Total Montana/Renewables | ​ | $235.8 | ​ | $261.7 |  | (9.9)% |
| Total Montana/Renewables sales volume (in barrels) | ​ | 1,797,000 | ​ | 2,173,000 |  | (17.3)% |
| Average Montana/Renewables sales price per barrel | ​ | $131.22 | ​ | $120.43 |  | 9.0% |
| Performance Brands: | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Total Performance Brands (3) | ​ | $88.9 | ​ | $82.1 |  | 8.3% |
| Total Performance Brands sales volume (in barrels) | ​ | 167,000 | ​ | 154,000 |  | 8.4% |
| Average Performance Brands sales price per barrel | ​ | $532.34 | ​ | $533.12 |  | (0.1)% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Total sales | ​ | $1,029.7 | ​ | $993.9 |  | 3.6% |
| Total sales volume (in barrels) | ​ | 7,833,000 | ​ | 7,699,000 |  | 1.7% |

(1) Represents (a) by-products, including fuels and asphalt, produced in connection with the production of specialty products at the Shreveport, Princeton, Cotton Valley, Dickinson and Karns City facilities, and (b) polyol ester synthetic lubricants produced at the Missouri facility.

(2) Represents asphalt, heavy fuel oils and other products produced in connection with the production of fuels at the Montana specialty asphalt facility.

(3) Represents packaged and synthetic specialty products at our Porter, Texas and Shreveport, Louisiana packaging facilities.

The components of the $54.9 million increase in Specialty Products and Solutions segment sales for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, were as follows (in millions):

| ​ ​ | ​ ​ ​ ​ | ​ ​ Dollar Change |
| --- | --- | ---: |
| Volume | ​ | $60.1 |
| Sales price | ​ | ​ (5.2) |
| Total Specialty Products and Solutions segment sales increase | ​ | $54.9 |

Specialty Products and Solutions segment sales increased period over period, driven primarily by higher sales volumes despite our Shreveport facility operations being suspended across significant portions of the plant during the current quarter as a precaution to protect our employees and equipment following the discovery of organic chlorides in feedstock tanks.

The components of the $25.9 million decrease in Montana/Renewables segment sales for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, were as follows (in millions):

| ​ ​ | ​ ​ ​ ​ | ​ ​ Dollar Change |
| --- | --- | ---: |
| Volume | **​** | $(45.4) |
| Sales price | **​** | ​ 19.5 |
| Total Montana/Renewables segment sales decrease | **​** | $(25.9) |

Montana/Renewables segment sales declined during the current year period as a result of a planned outage to support the MaxSAF® 150 expansion project. Despite lower volumes, improved renewable fuel prices favorably impacted results and partially mitigated the effect of reduced sales volumes in comparison to the prior year period.

The components of the $6.8 million increase in Performance Brands segment sales for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, were as follows (in millions):

| ​ ​ | ​ ​ ​ ​ | ​ ​ Dollar Change |
| --- | --- | ---: |
| Volume | ​ | $7.1 |
| Sales price | ​ | ​ (0.3) |
| Total Performance Brands segment sales increase | ​ | $6.8 |

Performance Brands segment sales increased period over period, driven by strong sales volumes, despite the prior year period including contributions from the divested Royal Purple Industrial business.

*Gross Profit (Loss).* Gross profit (loss) decreased $6.1 million to gross loss of $87.5 million in the three months ended March 31, 2026, from gross profit (loss) of $81.4 million in the same period in 2025. Gross profit (loss) for our business segments were as follows:

*(Dollars in millions, except per barrel data)*

| ​ ​ ​ ​ Gross profit by segment: Specialty Products and Solutions: | ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ Three Months Ended March 31, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ % Change ​ ​ ​ ​ ​ ​ |
| --- | --- | ---: | ---: | ---: |
| Gross profit (loss) | ​ | $(62.9) ​ | $(34.0) | 85.0% |
| Percentage of sales | ​ | (8.9)% | (5.2)% | (3.7)% |
| Specialty Products and Solutions gross profit per barrel | ​ | $(10.72) ​ | $(6.33) | 69.3% |
| Montana/Renewables: | ​ | ​ ​ | ​ | ​ ​ |
| Gross profit (loss) | ​ | $(45.6) ​ | $(69.6) | (34.5)% |
| Percentage of sales | ​ | (19.4)% | (26.6)% | 7.2% |
| Montana/Renewables gross profit (loss) per barrel | ​ | $(25.38) ​ | $(32.03) | (20.8)% |
| Performance Brands: | ​ | ​ ​ | ​ | ​ ​ |
| Gross profit | ​ | $21.0 ​ | $22.2 | (5.4)% |
| Percentage of sales | ​ | 23.7% | 27.0% | (3.3)% |
| Performance Brands gross profit per barrel | ​ | $125.75 ​ | $144.16 | (12.8)% |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ |
| Total gross profit (loss) | ​ | $(87.5) ​ | $(81.4) | 7.5% |
| Percentage of sales | ​ | (8.5)% | (8.2)% | (0.3)% |

The components of the $28.9 million decrease in Specialty Products and Solutions segment gross profit (loss) for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, were as follows (in millions):

| ​ ​ | ​ ​ ​ ​ | ​ ​ Dollar Change |
| --- | --- | ---: |
| Three months ended March 31, 2025 reported gross profit (loss) | ​ | $(34.0) |
| Cost of materials | ​ | 5.9 |
| LCM / LIFO inventory adjustments | ​ | 18.1 |
| Volumes | ​ | 12.3 |
| Operating costs (excl. RINs) | ​ | ​ (11.5) |
| RINs | ​ | (48.6) |
| Sales price | ​ | ​ (5.1) |
| Three months ended March 31, 2026 reported gross profit (loss) | ​ | $(62.9) |

The decrease in Specialty Products and Solutions segment gross profit (loss) for the three months ended March 31, 2026 as compared to the same period in 2025, was unfavorably impacted by RINs prices and higher operating costs, including increased natural gas pricing. These impacts were partially offset by the favorable impact from higher sales volumes.

The components of the $24.0 million increase in Montana/Renewables segment gross profit (loss) for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, were as follows (in millions):

| ​ ​ | ​ ​ | ​ ​ Dollar Change |
| --- | --- | ---: |
| Three months ended March 31, 2025 reported gross profit (loss) | ​ | $(69.6) |
| Cost of materials | ​ | (10.9) |
| LCM / LIFO inventory adjustments | ​ | 7.0 |
| Volumes | ​ | (3.8) |
| RINs | ​ | ​ 5.9 |
| Operating costs (excl. RINs) | ​ | 6.3 |
| Sales price | ​ | 19.5 |
| Three months ended March 31, 2026 reported gross profit (loss) | ​ | $(45.6) |

The increase in Montana/Renewables segment gross profit (loss) for the three months ended March 31, 2026, as compared to the prior period, was driven by favorable sales pricing, which was partially offset by the impact of lower sales volumes resulting from a planned outage to complete the MaxSAF® 150 expansion project and higher material costs. In addition, operating costs resulting in a favorable benefit, reflective of continued operating cost discipline from initiative implemented throughout the prior calendar year.

The components of the $1.2 million decrease in Performance Brands segment gross profit (loss) for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, were as follows (in millions):

| ​ ​ | ​ ​ ​ ​ | ​ ​ Dollar Change |
| --- | --- | ---: |
| Three months ended March 31, 2025 reported gross profit | ​ | $22.2 |
| Sales price | ​ | (0.3) |
| Operating costs | ​ | (0.7) |
| LCM / LIFO inventory adjustments | ​ | 1.0 |
| Volume | ​ | 2.7 |
| Cost of materials | ​ | (3.9) |
| Three months ended March 31, 2026 reported gross profit | ​ | $21.0 |

Performance Brands segment gross profit (loss) for the three months ended March 31, 2026, as compared to the prior period, was essentially flat. The favorable impact from higher sales volumes, despite the prior year period including contributions from the divested Royal Purple Industrial business, was off-set by the impact of higher input costs.

*General and administrative.* General and administrative expenses increased $53.9 million, to $66.0 million in the three months ended March 31, 2026 from $12.1 million in the same period in 2025. The increase was due primarily to a $58.8 million increase in stock-based compensation related expenses as a result of an increase in the Company’s stock price in the current year period, as compared to a decrease in the Company’s stock price in the prior year period. This impact was partially offset by a $3.1 million decrease in professional services fees.

*Gain on sale of business.* There was a $62.2 million gain on sale of business in the prior year period for the sale of assets related to the industrial portion of our the Royal Purple® business. There was no gain or loss for the sale of a business recorded in the current year period. Refer to Note 2 — “Summary of Significant Accounting Policies” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information related to the sale of assets related to the industrial portion of the Royal Purple® business.

### Liquidity and Capital Resources

### General

The following should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” included under Part II, Item 7 in our 2025 Annual Report. There have been no material changes in that information other than as discussed below. Also, see Note 5 — “Inventory

Financing Agreements” and Note 6 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” in this Quarterly Report for additional discussions related to our Supply and Offtake Agreements and our long-term debt.

### Cash Flows from Operating, Investing and Financing Activities

We believe that we have sufficient liquid assets, cash flow from operations, borrowing capacity and adequate access to capital markets to meet our financial commitments, debt service obligations and anticipated capital expenditures for at least the next 12 months. We continue to seek to lower our operating costs, selling expenses and general and administrative expenses as a means to further improve our cash flow from operations with the objective of having our cash flow from operations support all of our capital expenditures and interest payments. However, we are subject to business and operational risks that could materially adversely affect our cash flows. A material decrease in our cash flow from operations including a significant, sudden decrease in crude oil prices would likely produce a corollary effect on our borrowing capacity under our revolving credit facility and potentially our ability to comply with the covenants under our revolving credit facility. A significant, sudden increase in crude oil prices, if sustained, would likely result in increased working capital requirements which would be funded by borrowings under our revolving credit facility. In addition, our cash flow from operations may be impacted by the timing of settlement of our derivative activities. Gains and losses from derivative instruments that do not qualify as cash flow hedges are recorded in unrealized gain (loss) on derivative instruments until settlement and will impact operating cash flow in the period settled.

The following table summarizes our primary sources and uses of cash in each of the periods presented:

| ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2026 ​ | ​ ​ ​ ​ | ​ ​ 2025 | ​ ​ ​ ​ ​ ​ ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- |
| Net cash used in operating activities | ​ | $(86.2) | ​ | $(29.3) | ​ |
| Net cash provided by (used in) investing activities | ​ | (13.7) | ​ | 77.8 | ​ |
| Net cash provided by financing activities | ​ | 73.4 | ​ | 109.0 | ​ |
| Net increase (decrease) in cash, cash equivalents and restricted cash | ​ | $(26.5) | ​ | $157.5 | ​ |

*Operating Activities.* Operating activities used cash of $86.2 million during the three months ended March 31, 2026 compared to using cash of $29.3 million during the same period in 2025. This change was primarily related to an increase in our accounts receivable of $125.4 million, partially offset by an increase in accounts payable and other working capital changes as our cash flows adjust to the increase in commodity prices.

*Investing Activities.* Investing activities used cash of $13.7 million during the three months ended March 31, 2026 compared to providing cash of $77.8 million during the same period in 2025. The change is related to the net proceeds received for the sale of the Royal Purple Industrial business in the prior year period. Cash expenditures for additions to property, plant and equipment in the current period were less than the prior period as a result of lower replacement capital expenditure requirements.

*Financing Activities.* Financing activities provided cash of $73.4 million in the three months ended March 31, 2026 compared to providing cash of $109.0 million during the same period in 2025. The change is primarily due to the borrowings we received in the current year period from the 2031 Notes partially offset by payments we made in the current period to repay the 2026 Notes and 2027 Notes. Cash provided by financing activities in the prior period primarily consisted of borrowings we received from the DOE Loan and 2028 Mirror Issuance Notes, offset by the payments we made to repay outstanding borrowings under the revolving credit agreement, repurchase the equipment associated with the MRL Asset Financing Arrangements, repay the outstanding loans under the MRL Term Loan Credit Agreement and MRL Revolving Credit Agreement, and repay the outstanding obligations under the MRL Supply and Offtake Agreement.

### Capital Expenditures

Our property, plant and equipment capital expenditure requirements consist of capital improvement expenditures, replacement capital expenditures, environmental capital expenditures and turnaround capital expenditures. Capital improvement expenditures include the acquisition of assets to grow our business, facility expansions, or capital initiatives that reduce operating costs. Replacement capital expenditures replace worn out or obsolete equipment or parts. Environmental capital expenditures include asset additions to meet or exceed environmental and operating regulations. Turnaround capital expenditures represent capitalized costs associated with our periodic major maintenance and repairs.

The following table sets forth our capital improvement expenditures, replacement capital expenditures, environmental capital expenditures and turnaround capital expenditures in each of the periods shown, including capitalized interest (in millions):

| ​ ​ ​ | ​ ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2026 | ​ ​ ​ ​ | ​ ​ 2025 | ​ ​ ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- |
| Capital improvement expenditures | ​ | $11.3 | ​ | $4.1 | ​ |
| Replacement capital expenditures | ​ | 1.9 | ​ | 12.3 | ​ |
| Environmental capital expenditures | ​ | — | ​ | 1.2 | ​ |
| Turnaround capital expenditures | ​ | 1.8 | ​ | 2.8 | ​ |
| Total | ​ | $15.0 | ​ | $20.4 | ​ |

### 2026 Capital Spending Forecast

We are forecasting total capital expenditures of approximately $130.0 million to $160.0 million in 2026. Our forecasted capital expenditures are primarily related to maintenance and reliability projects and capital expenditures associated with MaxSAF®. We anticipate that capital expenditure requirements for the MaxSAF® project will be funded by MRL, an unrestricted subsidiary of the Company, through cash flows from operations, cash on hand and borrowings under the DOE Facility. We anticipate that capital expenditure requirements for our restricted subsidiaries group will be provided primarily through cash flows from operations, cash on hand, and by available borrowings under our revolving credit facility. If future capital expenditures require amounts in excess of our then-current cash flow from operations and borrowing availability under our revolving credit facility, we may be required to issue debt or equity securities in public or private offerings or incur additional borrowings under bank credit facilities to meet those costs.

### Debt and Credit Facilities

As of March 31, 2026, our primary debt and credit instruments consisted of the following:

- $500.0 million senior secured revolving credit facility maturing in January 2031 (after giving effect to the amendments to our revolving credit facility (the “Credit Facility Amendments”)), subject to borrowing base limitations, with a maximum letter of credit sub-limit equal to $255.0 million, which amount may be increased to 90% of revolver commitments in effect with the consent of the Agent (as defined in the Credit Agreement) (“revolving credit facility”);
- $555.0 million of 9.75% Senior Notes due 2031 (“2031 Notes”);
- $200.0 million of 9.25% Senior Secured First Lien Notes due 2029 (“2029 Secured Notes”);
- $325.0 million of 9.75% Senior Notes due 2028 (“2028 Notes”);
- $100.0 million of 9.75% Senior Notes due 2028 (“2028 Mirror Issuance Notes”);
- $825.2 million of borrowings under our DOE Loan;
- $113.7 million of financing through our Shreveport terminal asset financing arrangement;
- $19.3 million of financing through our Montana terminal asset financing arrangement; and
- $140.8 million of financing through our Montana refinery asset financing arrangement.

We were in compliance with all covenants under the debt instruments in place as of March 31, 2026 and believe we have adequate liquidity to conduct our business.

On January 23, 2026, the Company entered into the Ninth Amendment to the Third Amended and Restated Credit Agreement. The Ninth Amendment amended the Credit Agreement. Among other changes, the Ninth Amendment modified the Credit Agreement to (i) extend the maturity date to January 23, 2031, (ii) provide for commitments of $500.0 million, subject to borrowing base limitations, (iii) revise certain covenants, representations and warranties, events of default and other terms to permit the Company or one or more of its subsidiaries to consummate one or more new inventory financing transactions, subject in each case to the Company’s satisfaction of certain customary conditions and (iv) provide for a reduction of commitments under the Credit Agreement from $500.0 million to $425.0 million if any such inventory financing transaction is consummated. See Note 6 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.

On January 12, 2026, the Issuers issued and sold $405.0 million aggregate principal amount of 2031 Notes in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act. The Company subsequently redeemed all of the 2026 Notes and all of the 2027 Notes in January 2026.

On March 17, 2026, the Issuers issued and sold $150.0 million aggregate principal amount of additional 2031 Notes (the “Additional Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act. The Company used the net proceeds from the offering of the Additional Notes to repay borrowings outstanding under the Company’s revolving credit facility. See Note 6 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.

The borrowing base on our credit facility decreased from approximately $455.6 million as of March 31, 2025, to approximately $425.7 million at March 31, 2026. Our borrowing availability decreased from approximately $339.3 million at March 31, 2025, to approximately $284.2 million at March 31, 2026. Total liquidity, consisting of unrestricted cash, restricted cash and available funds under our credit facility, decreased from $542.7 million at March 31, 2025 to $462.8 million at March 31, 2026.

### Inventory Financing

Refer to Note 5 — “Inventory Financing Agreements” in Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information regarding our Supply and Offtake Agreement.

### Short-Term Liquidity

As of March 31, 2026, our principal sources of short-term liquidity were (i) $284.2 million of availability under our credit facility, (ii) an inventory financing agreement related to our Shreveport facility, (iii) $138.6 million of unrestricted cash on hand, and (iv) $40.0 million of restricted cash. Borrowings under our revolving credit facility can be used for, among other things, working capital, capital expenditures and other lawful partnership purposes including acquisitions. For additional information regarding our revolving credit facility, see Note 6 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” in this Quarterly Report.

### Long-Term Financing

In addition to our principal sources of short-term liquidity listed above, subject to market conditions, we may meet our cash requirements through the issuance of long-term notes or additional common shares.

From time to time, we issue long-term debt securities referred to as our senior notes. Our outstanding senior notes are unsecured obligations that rank equally with all of our other senior debt obligations to the extent they are unsecured. As of March 31, 2026, we had $325.0 million in 2028 Notes, $100.0 million in 2028 Mirror Issuance Notes, $200.0 million in 2029 Secured Notes, and $555.0 million in 2031 Notes outstanding. In addition, as of March 31, 2026, we had $825.2 million of debt outstanding for the DOE Loan, $113.7 million of other debt outstanding for the Shreveport terminal asset financing arrangement, $19.3 million of other debt outstanding for the Montana terminal asset financing arrangement, and $140.8 million of other debt outstanding for the Montana refinery asset financing arrangement. Borrowings under the DOE Loan are obligations of our unrestricted subsidiaries MRL and MRHL solely, and are non-recourse to the Company and its restricted subsidiaries.

To date, our debt balances have not adversely affected our operations, our ability to repay or refinance our indebtedness. Based on our historical record, we believe that our capital structure will continue to allow us to achieve our business objectives.

For additional information regarding our senior notes, refer to Note 6 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” in this Quarterly Report and Note 9 — “Long-Term Debt” in Part II, Item 8 “Financial Statements and Supplementary Data” of our 2025 Annual Report.

### Master Derivative Contracts and Collateral Trust Agreement

For additional discussion regarding our master derivative contracts and collateral trust agreement, see “Master Derivative Contracts and Collateral Trust Agreement” under Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2025 Annual Report.

### Critical Accounting Estimates

For additional discussion regarding our critical accounting estimates, see “Critical Accounting Estimates” under Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2025 Annual Report.

## Market risk

As filed, 7,392 characters.

We are exposed to market risks from adverse changes in commodity prices, the price of credits needed to comply with governmental programs, interest rates and foreign currency exchange rates. Information relating to quantitative and qualitative disclosures about material market risk is set forth below.

### Commodity Price Risk

### Derivative Instruments

We are exposed to price risks due to fluctuations in the price of crude oil, refined products, renewable products, feedstocks, natural gas and precious metals. We use various strategies to reduce our exposure to commodity price risk. We do not attempt to eliminate all of our risk as the costs of such actions are believed to be too high in relation to the risk posed to our future cash flows, earnings and liquidity. The strategies we use to reduce our risk utilize both physical forward contracts and financially settled derivative instruments, such as swaps, collars, options and futures, to attempt to reduce our exposure with respect to:

- crude oil and renewable feedstock purchases and sales;
- refined and renewable fuel product sales and purchases;
- natural gas purchases;
- precious metals; and
- fluctuations in the value of crude oil between geographic regions and between the different types of crude oil such as NYMEX WTI, Light Louisiana Sweet, WCS, WTI Midland, Mixed Sweet Blend, Magellan East Houston and ICE Brent.

We manage our exposure to commodity markets, credit, volumetric and liquidity risks to manage our costs and volatility of cash flows as conditions warrant or opportunities become available. These risks may be managed in a variety of ways that may include the use of derivative instruments. Derivative instruments may be used for the purpose of mitigating risks associated with an asset, liability and anticipated future transactions and the changes in fair value of our derivative instruments will affect our earnings and cash flows; however, such changes should be offset by price or rate changes related to the underlying commodity or financial transaction that is part of the risk management strategy. We do not speculate with derivative instruments or other contractual arrangements that are not associated with our business objectives. Speculation is defined as increasing our natural position above the maximum position of our physical assets or trading in commodities, currencies or other risk bearing assets that are not associated with our business activities and objectives. Our positions are monitored routinely by a risk management committee and discussed with the board of directors of the Company quarterly to ensure compliance with our stated risk management policy and documented risk management strategies. All strategies are reviewed on an ongoing basis by our risk management committee, which will add, remove or revise strategies in anticipation of changes in market conditions and/or in risk profiles. These changes in strategies are to position us in relation to our risk exposures in an attempt to capture market opportunities as they arise.

Refer to Note 7 — “Derivatives” in the notes to our unaudited condensed consolidated financial statements under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for a discussion of the accounting treatment for the various types of derivative instruments, for a further discussion of our hedging policies and for more information relating to our implied crack spreads of crude oil, diesel, and gasoline derivative instruments.

Our derivative instruments and overall hedging positions are monitored regularly by our risk management committee, which includes executive officers. The risk management committee reviews market information and our hedging positions regularly to determine if additional derivatives activity is advised. A summary of derivative positions and a summary of hedging strategy are presented to our Board of Directors quarterly.

### Compliance Price Risk

### Renewable Identification Numbers

We are exposed to market risks related to the volatility in the price of credits needed to comply with governmental programs. The EPA sets annual volume obligations for the percentage of renewable fuels that must be blended into transportation fuels consumed in the U.S., and as a producer of transportation fuels from petroleum, we are subject to those obligations. To the extent we are unable to physically blend renewable fuels to satisfy the EPA requirement, we may purchase RINs in the open market to satisfy the annual obligations. We have not entered into any derivative instruments to manage this risk.

Holding other variables related to RINs obligations constant, a $1.00 increase in the price of RINs would be expected to have a negative impact on Net income (loss) of approximately $65 million per year.

### Interest Rate Risk

Our exposure to interest rate changes on fixed and variable rate debt is limited to the fair value of the debt issued, which would not have a material impact on our earnings or cash flows. The following table provides information about the fair value of our fixed and variable rate debt obligations as of March 31, 2026 and December 31, 2025, which we disclose in Note 6 — “Long-Term Debt” and Note 8 — “Fair Value Measurements” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements.”

| ​ ​ ​ Financial Instrument: | ​ ​ ​ ​ ​ ​ | ​ ​ March 31, 2026 Fair Value ​ ​ | ​ ​ ​ ​ ​ | ​ ​ Carrying Value ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ December 31, 2025 Fair Value ​ ​ | ​ ​ ​ ​ ​ | ​ ​ Carrying Value ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| 2026 Notes, 2027 Notes, 2028 Notes, 2028 Mirror Issuance Notes, 2029 Secured Notes and 2031 Notes | ​ | $1,233.4 | ​ | $1,166.2 | ​ | $1,083.7 | ​ | $1,065.5 |
| Senior secured revolving credit facility | ​ | $95.2 | ​ | $88.8 | ​ | $94.6 | ​ | $93.0 |
| DOE Loan | ​ | $825.2 | ​ | $805.6 | ​ | $815.4 | ​ | $795.5 |
| Shreveport terminal asset financing arrangement | ​ | $113.7 | ​ | $111.4 | ​ | $116.1 | ​ | $113.7 |
| Montana terminal asset financing arrangement | ​ | $19.3 | ​ | $19.2 | ​ | $22.5 | ​ | $22.4 |
| Montana refinery asset financing arrangement | ​ | $140.8 | ​ | $139.6 | ​ | $142.7 | ​ | $141.5 |
| Finance lease obligations | ​ | $1.2 | ​ | $1.2 | ​ | $1.9 | ​ | $1.9 |

For our variable rate debt, if any, changes in interest rates generally do not impact the fair value of the debt instrument but may impact our future earnings and cash flows. We had a $500.0 million revolving credit facility as of March 31, 2026, with borrowings for the revolving credit facility bearing interest at the prime rate or SOFR, at our option, plus the applicable margin. We had $95.2 million of outstanding variable rate debt as of March 31, 2026 and $94.6 million of outstanding variable rate debt as of December 31, 2025. Holding other variables constant (such as debt levels), a 100 basis point change in interest rates on our variable rate debt as of March 31, 2026, would be expected to have an impact on Net income (loss) of approximately $1.0 million per year.

### Foreign Currency Risk

We have minimal exposure to foreign currency risk and as such the cost of hedging this risk is viewed to be in excess of the benefit of further reductions in our exposure to foreign currency exchange rate fluctuations.

## Controls and procedures

As filed, 1,634 characters.

### Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2026.

### Changes in Internal Control over Financial Reporting

No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 504 characters.

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risks discussed in Part I, Item 1A “Risk Factors” in our 2025 Annual Report. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. There have been no material changes in the risk factors discussed in Part I, Item 1A “Risk Factors” in our 2025 Annual Report.

Filed May 8, 2026.
Source: SEC EDGAR, the filing index for accession 0002013745-26-000016. Last ingested by Listed: Nov 6, 2026, 16:30 ET. No prices; not investment advice.