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 ~~September~~March 3031, ~~2025~~2026


☐	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: 001-42172

Calumet, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		36-5098520
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

1060 N Capitol Ave, Suite 6-401
Indianapolis, IN		46204
(Address of Principal Executive Offices)		(Zip Code)

(317) 328-5660

(Registrant’s Telephone Number, Including Area Code)

None

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

Securities Registered Pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CLMT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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 ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On ~~November~~May 108, ~~2025~~2026, the registrant had 8687,~~754~~147,~~321~~147 shares of common stock outstanding.

Table of Contents

CALUMET, INC.

QUARTERLY REPORT

For the Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2025~~2026

Table of Contents


	Page
Part I
Item 1. Financial Statements	4
Calumet, Inc.	4
Unaudited Condensed Consolidated Balance Sheets	4
Unaudited Condensed Consolidated Statements of Operations	5
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)	6
Unaudited Condensed Consolidated Statements of Stockholders' Equity	7
Unaudited Condensed Consolidated Statements of Cash Flows	98
Notes to Unaudited Condensed Consolidated Financial Statements	109
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	4533
Item 3. Quantitative and Qualitative Disclosures About Market Risk	6951
Item 4. Controls and Procedures	7153

Part II
Item 1. Legal Proceedings	7354
Item 1A. Risk Factors	7354
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	7454
Item 3. Defaults Upon Senior Securities	7454
Item 4. Mine Safety Disclosures	7454
Item 5. Other Information	7454
Item 6. Exhibits	7555

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes certain “forward-looking statements.” These statements can be identified by the use of forward-looking terminology including “will,” “may,” “intend,” “believe,” “expect,” “outlook,” “anticipate,” “estimate,” “continue,” “plan,” “should,” “could,” “would,” or other similar words. The statements regarding (i) demand for finished products in markets we serve; (ii) estimated capital expenditures as a result of required audits or required operational changes or other environmental and regulatory liabilities; (iii) our anticipated levels of, use and effectiveness of derivatives to mitigate our exposure to crude oil price changes, natural gas price changes and fuel products price changes; (iv) estimated costs of complying with the U.S. Environmental Protection Agency’s (“EPA”) Renewable Fuel Standard (“RFS”), including the prices paid for Renewable Identification Numbers (“RINs”) and the amount of RINs we may be required to purchase in any given compliance year, and the outcome of any litigation concerning our existing small refinery exemption (“SRE”) petitions; (v) our ability to monetize federal clean fuel production tax credits (“CFPCs” under Section 45Z of the Internal Revenue Code and the price we expect to receive for CFPCs; (vi) our ability to meet our financial commitments, debt service obligations, debt instrument covenants, contingencies and anticipated capital expenditures; (vivii) our access to capital to fund capital expenditures and our working capital needs and our ability to obtain debt or equity financing on satisfactory terms; (~~vii~~viii) our access to inventory financing under our supply and offtake agreements; (~~viii~~ix) the effect, impact, potential duration or other implications of supply chain disruptions and global energy shortages on our business and operations; (ixx) general economic and political conditions, including inflationary pressures, changes in global trade policy and tariffs, instability in financial institutions, the shutdown of the U.S. federal government, general economic slowdown or a recession, political tensions, conflicts and war (such as the ongoing conflicts in Ukraine, Venezuela and the Middle East and their regional and global ramifications); (xxi) the future effectiveness of our ~~enterprise~~information ~~resource~~technology planning ~~system~~systems to further enhance operating efficiencies and provide more effective management of our business operations; (xixii) our expectation regarding our business outlook with respect to the Montana Renewables business; (~~xii~~xiii) anability ~~inability~~ to ~~remediate the material weakness in our internal control over financial reporting or additional material weaknesses or other deficiencies in the future or the failure to~~ maintain an effective system of internal controls; (~~xiii~~xiv) the expected benefits of the Conversion (as defined herein) to us and our stockholders; ~~and~~ (~~xiv~~xv) our expectation that the DOE Loan (as defined herein) will enable MRL (as defined herein) to complete the ~~MaxSAFTM~~MaxSAF® construction on time and on budget; and (xvi) our ability to maintain or improve our carbon intensity at our MRL facility, as well as other matters discussed in this Quarterly Report that are not purely historical data, are forward-looking statements. These forward-looking statements are based on our expectations and beliefs as of the date hereof concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our current expectations for future sales and operating results are based on our forecasts for our existing operations and do not include the potential impact of any future acquisition or disposition transactions. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. ~~Factors~~Known material factors that could cause our actual results to differ from those in the forward-looking statements include those described in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025 (“~~2024~~2025 Annual Report”). Certain public statements made by us and our representatives on the date hereof may also contain forward-looking statements, which are qualified in their entirety by the cautionary statements contained in this paragraph. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

References in this Quarterly Report to “Calumet,” the “Company,” “we,” “our,” “us” or like terms refer to (i) Calumet Specialty Products Partners, L.P. (the “Partnership”) and its subsidiaries before the completion of the conversion transaction on July 10, 2024 (the “Conversion”) and (ii) Calumet, Inc. and its subsidiaries as of the completion of the Conversion and thereafter. References in this Quarterly Report to “our general partner” refer to Calumet GP, LLC, the general partner of ~~Calumet~~the ~~Specialty Products Partners, L~~Partnership.P.

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PART I

Item 1. Financial Statements

CALUMET, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS


	~~September~~March 3031, ~~2025~~2026		December 31, ~~2024~~2025
	(In millions, except share data)
	(In millions, except share data)
ASSETS
ASSETS
Current assets:
Current assets:
Cash and cash equivalents	$	138.6	$	125.1
Cash and cash equivalents	$	94.6	$	38.1
Restricted cash		40.0		80.0
Restricted cash		80.0		7.8
Accounts receivable, less allowance for credit losses of $1.6 and $1.1, respectively		358.4		232.5
Accounts receivable, net:
Inventories		369.5		385.2
Trade, less allowance for credit losses of $1.2 and $1.1, respectively		263.9		241.7
Derivative assets		—		6.7
Other		14.8		36.4
Prepaid expenses and other current assets		21.4		28.3
		278.7		278.1
Total current assets		927.9		857.8
Inventories		400.1		416.3
Property, plant and equipment, net		1,336.4		1,353.0
Prepaid expenses and other current assets		26.7		25.7
Other noncurrent assets, net		490.7		478.1
Total current assets		880.1		766.0
Total assets	$	2,755.0	$	2,688.9
Property, plant and equipment, net		1,362.0		1,438.8
LIABILITIES AND STOCKHOLDERS' EQUITY
Other noncurrent assets, net		491.8		553.4
Current liabilities:
Total assets	$	2,733.9	$	2,758.2
Accounts payable	$	353.3	$	281.5
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued interest payable		27.8		46.1
Current liabilities:
Accrued salaries, wages and benefits		90.7		84.6
Accounts payable	$	298.7	$	320.8
Current portion of RINs obligation		316.7		169.3
Accrued interest payable		28.9		45.4
Derivative liabilities		50.0		—
Accrued salaries, wages and benefits		66.1		94.7
Other current liabilities		92.0		103.0
Obligations under inventory financing agreements		—		32.0
Current portion of long-term debt		32.6		156.2
Current portion of RINs obligation		133.0		245.4
Total current liabilities		963.1		840.7
Other current liabilities		94.4		89.8
Other long-term liabilities		285.1		258.0
Current portion of long-term debt		155.2		35.5
Long-term debt, less current portion		2,299.4		2,077.3
Total current liabilities		776.3		863.6
Total liabilities	$	3,547.6	$	3,176.0
Other long-term liabilities		259.9		296.2
Commitments and contingencies
Long-term debt, less current portion		2,147.4		2,064.7
Redeemable noncontrolling interest and other equity instruments	$	250.6	$	245.6
Total liabilities	$	3,183.6	$	3,224.5
Stockholders' equity:
Commitments and contingencies
Common stock: par value $0.01 per share, 700,000,000 shares authorized, and 87,040,558 and 86,776,552 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.	$	0.9	$	0.9
Redeemable noncontrolling interest	$	245.6	$	245.6
Additional paid-in capital		845.3		838.8
Stockholders' equity:
Warrants: 2,000,000 warrants issued and outstanding as of March 31, 2026 and December 31, 2025.		7.8		7.8
Common stock: par value $0.01 per share, 700,000,000 shares authorized, and 86,752,229 and 85,950,493 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.	$	0.9	$	0.9
Accumulated deficit		(1,890.4)		(1,573.4)
Additional paid-in capital		838.4		825.4
Accumulated other comprehensive loss		(6.8)		(6.8)
Warrants: 2,000,000 warrants issued and outstanding as of September 30, 2025 and December 31, 2024.		7.8		7.8
Total stockholders' equity		(1,043.2)		(732.7)
Accumulated deficit		(1,535.5)		(1,539.0)
Total liabilities and stockholders' equity	$	2,755.0	$	2,688.9
Accumulated other comprehensive loss		(6.9)		(7.0)
Total stockholders' equity		(695.3)		(711.9)
Total liabilities and stockholders' equity	$	2,733.9	$	2,758.2

See accompanying notes to unaudited condensed consolidated financial statements.

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CALUMET, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended ~~September~~March 3031,				~~Nine Months Ended September 30,~~
	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
	(In millions, except share and per share data)

Sales	$	1,~~078~~029.07	$	~~1,100~~993.49	$	~~3,098.5~~	$	~~3,239.9~~
Cost of sales		~~704~~1,117.32		1,~~095~~075.53		~~2,849.8~~		~~3,092.7~~
Gross profit		373.7		4.9		248.7		147.2
Gross profit (loss)		(87.5)		(81.4)
Operating costs and expenses:
Selling		1012.93		1412.93		~~35.4~~		~~43.7~~
General and administrative		3166.40		4012.21		~~84.6~~		~~101.0~~
(Gain) loss on sale of business		6.4		—		(55.8)		—
Gain on sale of business		—		(62.2)
Other operating expense		25.15		65.91		~~11.3~~		~~17.1~~
Operating income (loss)		322.9		(57.1)		173.2		(14.6)
Operating loss		(171.3)		(48.7)

Other income (expense):
Interest expense		(5351.61)		(5758.75)		~~(165.0)~~		~~(175.3)~~
Debt extinguishment costs		0(1.57)		—(47.6)		~~(47.2)~~		~~(0.3)~~
Gain (loss) on derivative instruments		(1.5)		15.2		(4.4)		9.6
Loss on derivative instruments		(115.4)		(7.2)
Other income (expense)		3.7		(0.3)		6.1		0.7
Other income		1.7		0.4
Total other expense		(50166.95)		(42112.89)		~~(210.5)~~		~~(165.3)~~
Net income (loss) before income taxes		272.0		(99.9)		(37.3)		(179.9)
Net loss before income taxes		(337.8)		(161.6)
Income tax (benefit) expense		(4120.48)		0.74		~~(40.8)~~		~~1.4~~
Net income (loss)	$	313.4	$	(100.6)	$	3.5	$	(181.3)
Net loss	$	(317.0)	$	(162.0)
Earnings per share:
Basic and diluted	$	(3.6164)	$	(1.1887)	$	~~0.04~~	$	~~(2.21)~~
Weighted average number of common shares outstanding:
Basic and diluted		86,~~901~~995,~~141~~431		8586,~~530~~428,~~080~~634		~~86,710,696~~		~~82,158,405~~

See accompanying notes to unaudited condensed consolidated financial statements.

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CALUMET, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


	Three Months Ended ~~September~~March 3031,				~~Nine Months Ended September 30,~~
	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
	~~(In millions)~~
Net income (loss)	$	313.4	$	(100.6)	$	3.5	$	(181.3)
Net loss	$	(317.0)	$	(162.0)
Other comprehensive income:
Defined benefit pension and retiree health benefit plans		~~0.1~~—		~~0.1~~—		~~0.1~~		~~0.2~~
Total other comprehensive income		~~0.1~~—		~~0.1~~—		~~0.1~~		~~0.2~~
Comprehensive income (loss) attributable to stockholders' equity	$	313.5	$	(100.5)	$	3.6	$	(181.1)
Comprehensive loss attributable to stockholders' equity	$	(317.0)	$	(162.0)

See accompanying notes to unaudited condensed consolidated financial statements.

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CALUMET, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


															Accumulated	~~Accumulated~~
	Common Stock	~~Common Stock~~													Other	~~Other~~
	~~Common~~		Shares Issued	~~Shares Issued~~		Additional	~~Additional~~					Accumulated	~~Accumulated~~		Comprehensive	~~Comprehensive~~
	~~Shares~~		Par Value	~~Par Value~~		Paid-in Capital	~~Paid-in Capital~~		Warrants	~~Warrants~~		Deficit	~~Deficit~~		Loss	~~Loss~~		Total	~~Total~~
			(In millions)	~~(In millions)~~
Balance at June 30, 2025		86,659,413		$	0.9		$	837.5		$	7.8		$	(1,848.9)		$	(7.0)		$	(1,009.7)
Balance at December 31, 2025	86,776,552		$	0.9		$	838.8		$	7.8		$	(1,573.4)		$	(6.8)		$	(732.7)
Other comprehensive income		—			—			—			—			—			0.1			0.1
Net loss	—			—			—			—			(317.0)			—			(317.0)
Net income		—			—			—			—			313.4			—			313.4
Settlement of tax withholdings on equity-based incentive compensation	—			—			(5.2)			—			—			—			(5.2)
Settlement of tax withholdings on equity-based incentive compensation		—			—			—			—			—			—			—
Settlement of restricted stock units	264,006			—			11.7			—			—			—			11.7
Settlement of restricted stock units		92,816			—			0.9			—			—			—			0.9
Balance at March 31, 2026	87,040,558		$	0.9		$	845.3		$	7.8		$	(1,890.4)		$	(6.8)		$	(1,043.2)
Balance at September 30, 2025		86,752,229		$	0.9		$	838.4		$	7.8		$	(1,535.5)		$	(6.9)		$	(695.3)


											Accumulated
		Common Stock									Other
	Common		Shares Issued		Additional				Accumulated		Comprehensive
	Shares		Par Value		Paid-in Capital		Warrants		Deficit		Loss		Total
			(In millions)
Balance at December 31, 2024		85,950,493	$	0.9	$	825.4	$	7.8	$	(1,539.0)	$	(7.0)	$	(711.9)
Other comprehensive income		—		—		—		—		—		0.1		0.1
Net income		—		—		—		—		3.5		—		3.5
Settlement of tax withholdings on equity-based incentive compensation		—		—		(6.5)		—		—		—		(6.5)
Settlement of restricted stock units		801,736		—		19.5		—		—		—		19.5
Balance at September 30, 2025		86,752,229	$	0.9	$	838.4	$	7.8	$	(1,535.5)	$	(6.9)	$	(695.3)


												Accumulated							~~Accumulated~~
	~~Partners'~~Common ~~Capital (Deficit)~~Stock					~~Common Stock~~						Other							~~Other~~
	~~Limited Partner~~Common	~~Limited~~Shares Issued		~~General~~Additional		~~Common~~		~~Shares Issued~~	Accumulated		~~Additional~~	Comprehensive					~~Accumulated~~		~~Comprehensive~~
	~~Units~~Shares	~~Partners~~Par Value		~~Partner~~Paid-in Capital		~~Shares~~Warrants		~~Par Value~~	Deficit		~~Paid-in Capital~~	Loss		~~Warrants~~	Total		~~Deficit~~		~~Loss~~		~~Total~~
							(In millions)								~~(In millions)~~
Balance at June 30, 2024	80,388,555	$	(559.0)	$	(0.3)	—		$	—		$	—		$	—		$	—	$	(7.1)	$	(566.4)
Balance at December 31, 2024	85,950,493	$	0.9	$	825.4	$	7.8		$	(1,539.0)		$	(7.0)		$	(711.9)
C-Corp Conversion (1)	(80,388,555)		559.0		0.3	80,388,555			0.8			837.6			—			(1,397.7)		—		—
Net loss	—		—		—		—			(162.0)			—			(162.0)
Issuance of common shares	—		—		—	5,500,000			0.1			(5.5)			—			—		—		(5.4)
Settlement of tax withholdings on equity-based incentive compensation	—		—		(6.4)		—			—			—			(6.4)
Issuance of warrants	—		—		—	—			—			(7.8)			7.8			—		—		—
Settlement of restricted stock units	670,977		—		18.0		—			—			—			18.0
Other comprehensive income	—		—		—	—			—			—			—			—		0.1		0.1
Balance at March 31, 2025	86,621,470	$	0.9	$	837.0	$	7.8		$	(1,701.0)		$	(7.0)		$	(862.3)
Net loss	—		—		—	—			—			—			—			(100.6)		—		(100.6)
Settlement of tax withholdings on equity-based incentive compensation	—		—		—	—			—			—			—			—		—		—
Settlement of restricted stock units	—		—		—	15,550			—			0.1			—			—		—		0.1
Balance at September 30, 2024	—	$	—	$	—	85,904,105		$	0.9		$	824.4		$	7.8		$	(1,498.3)	$	(7.0)	$	(672.2)

Table of Contents


															Accumulated
	Partners' Capital (Deficit)					Common Stock									Other
	Limited Partner	Limited		General		Common	Shares Issued		Additional				Accumulated		Comprehensive
	Units	Partners		Partner		Shares	Par Value		Paid-in Capital		Warrants		Deficit		Loss		Total
													(In millions)
Balance at December 31, 2023	79,967,363	$	(484.4)	$	1.3	—	$	—	$	—	$	—	$	—	$	(7.2)	$	(490.3)
Settlement of tax withholdings on equity-based incentive compensation	—		(5.2)		—	—		—		—		—		—		—		(5.2)
Settlement of phantom units	421,192		9.7		—	—		—		—		—		—		—		9.7
C-Corp Conversion (1)	(80,388,555)		479.9		(1.3)	80,388,555		0.8		837.6		—		(1,317.0)		—		—
Issuance of common shares	—		—		—	5,500,000		0.1		(5.5)		—		—		—		(5.4)
Issuance of warrants	—		—		—	—		—		(7.8)		7.8		—		—		—
Other comprehensive income	—		—		—	—		—		—		—		—		0.2		0.2
Net loss	—		—		—	—		—		—		—		(181.3)		—		(181.3)
Settlement of tax withholdings on equity-based incentive compensation	—		—		—	—		—		(0.2)		—		—		—		(0.2)
Settlement of restricted stock units	—		—		—	15,550		—		0.3		—		—		—		0.3
Balance at September 30, 2024	—	$	—	$	—	85,904,105	$	0.9	$	824.4	$	7.8	$	(1,498.3)	$	(7.0)	$	(672.2)

(1) Refer to Note 2 — “Summary of Significant Accounting Policies” for additional information.

See accompanying notes to unaudited condensed consolidated financial statements.

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CALUMET, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	~~Nine~~Three Months Ended ~~September~~March 3031,
	~~2025~~2026		~~2024~~2025
	(In millions)
Operating activities
Net income (loss)	$	3.5	$	(181.3)
Net loss	$	(317.0)	$	(162.0)
Non-cash RINs gain		(112.4)		(1.6)
Adjustments to reconcile net loss to net cash used in operating activities:
Unrealized (gain) loss on derivative instruments		(9.1)		0.8
Depreciation and amortization		33.0		37.0
Other adjustments to reconcile net income (loss) to cash flow from operating activities		164.5		148.7
Amortization of turnaround costs		8.5		9.6
Changes in assets and liabilities		(54.1)		(9.6)
Non-cash interest expense		12.1		7.1
Net cash used in operating activities		(7.6)		(43.0)
Debt extinguishment costs		1.7		45.7
Investing activities
RINs expense		147.4		117.2
Additions to property, plant and equipment		(39.6)		(51.7)
Unrealized (gain) loss on derivative instruments		102.7		(0.1)
Proceeds from sale of business, net		95.4		—
Gain on sale of business		—		(62.2)
Net cash provided by (used in) investing activities		55.8		(51.7)
Equity based compensation		37.4		(21.5)
Financing activities
Lower of cost or market inventory adjustment		(26.2)		(0.1)
Proceeds from borrowings — revolving credit facility		1,896.4		1,605.6
Other adjustments to reconcile net loss to cash flow from operating activities		0.6		5.1
Repayments of borrowings — revolving credit facility		(2,015.4)		(1,516.4)
Changes in assets and liabilities
Proceeds from borrowings — MRL revolving credit agreement		26.6		32.0
Accounts receivable		(126.4)		(15.6)
Repayments of borrowings — MRL revolving credit agreement		(26.7)		(45.0)
Inventories		41.9		27.0
Proceeds from borrowings — senior notes		100.0		200.0
Prepaid expenses and other current assets		7.1		2.6
Repayments of borrowings — senior notes		(230.0)		(229.0)
Turnaround costs		(1.8)		(2.9)
Proceeds from inventory financing		264.9		550.0
Other assets		(22.9)		5.2
Payments on inventory financing		(306.4)		(580.0)
Accounts payable		57.0		(12.7)
Proceeds from DOE Loan		781.8		—
Accrued interest payable		(21.0)		(9.0)
Proceeds from other financing obligations		160.0		144.7
Accrued salaries, wages and benefits		(19.5)		(10.0)
Repayments of borrowings - MRL Asset Financing Arrangements		(396.1)		—
Other taxes payable		(6.9)		7.7
Repayments of borrowings - MRL Term Loan Credit Agreement		(86.0)		—
Other liabilities		6.1		2.6
Payments on other financing obligations		(88.6)		(39.6)
Net cash used in operating activities		(86.2)		(29.3)
Net cash provided by financing activities		80.5		122.3
Investing activities
Net increase in cash, cash equivalents and restricted cash		128.7		27.6
Additions to property, plant and equipment		(13.2)		(17.6)
Cash, cash equivalents and restricted cash at beginning of period		45.9		14.7
Proceeds from sale of business, net		—		95.4
Cash, cash equivalents and restricted cash at end of period	$	174.6	$	42.3
Other		(0.5)		—
Cash and cash equivalents	$	94.6	$	34.6
Net cash provided by (used in) investing activities		(13.7)		77.8
Restricted cash	$	80.0	$	7.7
Financing activities
Supplemental disclosure of cash flow information
Proceeds from borrowings — revolving credit facility		538.3		838.2
Interest paid, net of capitalized interest	$	150.9	$	175.3
Repayments of borrowings — revolving credit facility		(537.6)		(1,071.2)
Supplemental disclosure of non-cash investing activities
Proceeds from borrowings — MRL revolving credit agreement		—		26.6
Non-cash property, plant and equipment additions	$	28.8	$	29.2
Repayments of borrowings — MRL revolving credit agreement		—		(26.7)
Proceeds from borrowings — senior notes		557.7		100.0
Repayments of borrowings — senior notes		(449.4)		—
Proceeds from inventory financing		88.5		88.0
Payments on inventory financing		(98.2)		(147.0)
Proceeds from DOE Loan		—		781.8
Proceeds from asset financing arrangements		—		40.0
Payments on asset financing arrangements		(7.6)		(6.8)
Repayments of borrowings - MRL Asset Financing Arrangements		—		(396.1)
Repayments of borrowings - MRL Term Loan Credit Agreement		—		(86.0)
Debt issuance costs, debt discounts and premiums		(12.9)		(24.9)
Payments on other financing obligations		(5.4)		(6.9)
Net cash provided by financing activities		73.4		109.0
Net increase (decrease) in cash, cash equivalents and restricted cash		(26.5)		157.5
Cash, cash equivalents and restricted cash at beginning of period		205.1		45.9
Cash, cash equivalents and restricted cash at end of period	$	178.6	$	203.4
Supplemental disclosure of cash flow information
Interest paid, net of capitalized interest	$	57.3	$	60.4
Capital expenditures included in accounts payable	$	29.8	$	27.0

See accompanying notes to unaudited condensed consolidated financial statements.

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CALUMET, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Description of the Business

~~On July 10, 2024,~~ Calumet, Inc., ~~a Delaware corporation~~ (the “Company” or “Calumet”), ~~completed~~is ~~the transactions contemplated by~~ a ~~Conversion~~publicly ~~Agreement,~~traded ~~dated~~Delaware ~~February 9,~~corporation. ~~2024~~The ~~(as amended, the “Conversion Agreement”), among the~~ Company, ~~Calumet Specialty Products Partners~~manufactures, ~~L.P. (the “Partnership”)~~formulates, ~~Calumet~~and ~~GP,~~markets ~~LLC,~~a ~~the~~diversified ~~general~~slate ~~partner~~ of ~~the~~specialty ~~Partnership~~branded ~~(the~~products ~~“General~~and ~~Partner”),~~renewable ~~Calumet~~fuels ~~Merger~~to ~~Sub~~customers Iin ~~LLC~~various ~~(“Merger~~consumer-facing ~~Sub I”), Calumet Merger Sub II LLC (“Merger Sub II”)~~ and ~~the~~industrial ~~other~~markets. ~~parties~~Calumet ~~thereto,~~is ~~including~~headquartered ~~The~~in ~~Heritage Group (collectively~~Indianapolis, ~~the~~Indiana ~~“Sponsor~~and ~~Parties”),~~operates astwelve ~~amended~~facilities bythroughout ~~the~~North ~~First Amendment to the Conversion Agreement, dated April 17, 2024 (such transactions, the “Conversion” or the “C-Corp Conversion”)~~America.

~~Pursuant~~The unaudited condensed consolidated financial statements of the Company as of March 31, 2026 and for the three months ended March 31, 2026 and 2025, included herein have been prepared, without audit, pursuant to the ~~Conversion~~rules and ~~Agreement~~regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. have been condensed or omitted pursuant to such rules and regulations, ~~among~~although ~~other~~the ~~things:~~Company believes that the following disclosures are adequate to make the information presented not misleading. The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These unaudited condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the results of operations for the interim periods presented. All adjustments are of a normal nature, unless otherwise disclosed. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2025 Annual Report”).

● Merger Sub II merged with and into the Partnership, with the Partnership continuing as the surviving entity and a wholly owned subsidiary of the Company, and all of the common units representing limited partner interests in the Partnership (“Common Units”) were exchanged into the right to receive an equal number of shares of Common Stock (the “Partnership Merger”); and

● Merger Sub I merged with and into the General Partner, with the General Partner continuing as the surviving entity and a wholly owned subsidiary of the Company, and all outstanding equity interests of the General Partner were exchanged into the right to receive an aggregate of 5.5 million shares of Common Stock and 2.0 million warrants to purchase common stock at an exercise price of $20.00 per share (subject to adjustment) (the “GP Merger”).

On July 10, 2024, the Company issued (i) approximately 80.4 million shares of Common Stock to holders of the Common Units and (ii) 5.5 million shares of Common Stock and 2.0 million warrants to purchase common stock at an exercise price of $20.00 per share (subject to adjustment) to the Sponsor Parties, in each case, pursuant to the Conversion Agreement. The Company is a publicly traded Delaware corporation. The Company’s common shares are listed on the Nasdaq Global Select Market under the ticker symbol “CLMT.” Refer to Note 2 — “Summary of Significant Accounting Policies” for additional information.

The Company manufactures, formulates, and markets a diversified slate of specialty branded products and renewable fuels to customers in various consumer-facing and industrial markets. Calumet is headquartered in Indianapolis, Indiana and operates twelve facilities throughout North America.

The unaudited condensed consolidated financial statements of the Company as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024, included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading. The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These unaudited condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the results of operations for the interim periods presented. All adjustments are of a normal nature, unless otherwise disclosed. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“2024 Annual Report”).

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2. Summary of Significant Accounting Policies

Reclassifications

Certain amounts in the prior years’ unaudited condensed consolidated financial statements have been reclassified to conform to the current year presentation.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents and restricted cash include all highly liquid investments with a maturity of three months or less at the time of purchase. Cash and cash equivalents are deposited primarily in banking institutions with global operations. We have not experienced any losses in such accounts. We believe we are not exposed to any significant credit risk related to cash and cash equivalents.

Restricted cash as of ~~September~~March 31, 2026 30and December 31, 2025 represents cash that is restricted under the Department of Energy Loan Guarantee Agreement (the “DOE Loan”) because it is only available to make certain investments under the terms of the DOE Loan.

Restricted cash as of December 31, 2024 represented cash that was restricted under the Montana Renewables, LLC (“MRL”) Term Loan Credit Agreement because it was only available to make principal and interest payments under the terms of the agreement.

Renewable Identification Numbers (“RINs”) Obligation

~~The~~Under ~~Company’s~~the ~~RINs~~Renewable ~~volume~~Fuel ~~obligation~~Standard (“~~RVO~~RFS”) orof ~~“RINs~~the ~~Obligation”)~~Clean isAir anAct, ~~estimated~~certain ~~provision~~refineries ifare ~~future~~required ~~purchase~~to ofcomply ~~RINs~~with ~~were~~annual toRenewable beVolume ~~required~~Obligations in(“RVOs”) ~~order~~established toby ~~satisfy~~ the U.S. Environmental Protection Agency’s (“EPA”) ~~requirement to blend renewable fuels into certain transportation fuel products pursuant to the Renewable Fuel Standard (“RFS”) of the Clean Air Act (“CAA”)~~. The Company has historically not been obligated to make these purchases. A RIN is a 38-character number assigned to each physical gallon of renewable fuel produced in or imported into the United States. The EPA sets annual ~~volume~~RVOs ~~obligations~~ for the percentage of renewable fuels that must be blended into transportation fuels consumed in the UUnited States.S. Compliance is ~~demonstrated~~satisfied bythrough ~~tendering~~the ~~RINs~~blending toof renewable fuels, the ~~EPA~~purchase ~~documenting~~and ~~that~~retirement ~~blending~~of ~~has~~Renewable ~~been~~Identification ~~accomplished~~Numbers (“RINs”), or bythe ~~obtaining~~receipt of a Small Refinery Exemption (“SRE”) ~~as provided in the Clean Air Act~~. A ~~Prior~~RIN tois ~~2018,~~a ~~the~~38-character ~~Company~~number ~~historically~~assigned ~~received the SRE. In 2022, EPA changed its approach and began denying all industry hardship petitions including the Company’s. As explained below, the D.C. Circuit found EPA’s changed approach~~ to beeach ~~unlawful.~~physical ~~EPA~~gallon ~~has~~of ~~since~~renewable ~~reaffirmed~~fuel ~~its~~produced ~~original~~in ~~decisions~~or onimported ~~Calumet’s~~into ~~2018 hardship petitions, issued new decisions on Calumet’s 2019-2023 hardship petitions, and issued a decision on~~ the ~~2024~~United ~~petitions for the first time~~States.

The RVO is a quantity and cannot be settled financially with EPA. The Company accounts for its current period RVO by multiplying the quantity of RINs shortage (based on actual results) by the period end RINs spot price, which is recorded as a current liability in the unaudited condensed consolidated balance sheets and revalued at the end of each subsequent accounting period, which produces non-cash mark-to-market adjustments that are reflected in cost of sales in the unaudited condensed consolidated statements of operations. RINs generated by blending may be sold or held to offset a portion of the following year’s RVO. Any gains or losses from RINs sales are recorded in cost of sales in the unaudited condensed consolidated statements of operations.9

2018 RVO. In April 2022, EPA issued blanket decisions denying 36 petitions from small refineries seeking SREs for program year 2018. EPA had previously granted 31 of these 36 petitions in August 2019, including petitions from the Company. Concurrent with the April 2022 denial action, EPA provided an alternate compliance approach to allow these 31 small refineries to meet their 2018 compliance obligations without purchasing or retiring additional RINs. In April 2022, the Company filed a petition for review of EPA’s denial of the 2018 SRE petition for the Shreveport refinery in the U.S. Court of Appeals for the Fifth Circuit. In June 2022, the Company filed a petition for review of EPA’s denial of the 2018 SRE petition for the Montana refinery in the U.S. Court of Appeals for the D.C. Circuit challenging EPA’s denials of both the Shreveport and Montana refineries’ petitions. These 2018 RVO cases were consolidated with the 2019-2020 RVO cases described below.

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~~2019-2020~~The ~~RVO.~~Company Inaccounts ~~June 2022, EPA issued final decisions denying 69 pending petitions from small refineries seeking SREs~~ for ~~program~~its ~~years~~current-period ~~2016~~RVO toas ~~2021,~~an ~~including~~estimated ~~petitions~~liability ~~submitted~~measured by multiplying the ~~Company~~net ~~for~~RINs ~~program years 2019 and 2020~~obligation, based on ~~EPA’s~~actual ~~across-the-board~~production ~~determination~~volumes, ~~that~~by nothe ~~small~~period-end ~~refinery~~market ~~suffers~~price ~~disproportionate~~of ~~economic~~RINs. ~~hardship~~The ~~from~~resulting ~~the~~liability ~~RFS~~is ~~program,~~recorded as a ~~contention~~current ~~which~~liability ~~was~~and ~~subsequently~~remeasured ~~rejected~~at byeach ~~the~~reporting ~~Government Accountability Office. In August 2022~~date, ~~the~~with ~~Company~~changes ~~filed~~recognized ain ~~petition~~cost ~~for~~of ~~review~~sales. ofGains ~~EPA’s~~and ~~denial~~losses offrom the ~~2019~~sale ~~and~~of ~~2020~~RINs ~~SRE~~are ~~petitions~~also ~~for~~recorded ~~the Shreveport refinery~~ in ~~the~~cost Uof sales.S. ~~Court~~The ofRVO ~~Appeals~~represents ~~for~~an ~~the~~obligation ~~Fifth~~to ~~Circuit~~retire RINs and ~~for~~cannot ~~the~~be ~~Montana~~settled ~~refinery~~ in ~~the~~cash ~~U.S.~~with ~~Court of Appeals for~~ the ~~D.C. Circuit challenging both of~~ EPA’s ~~denials.~~but ~~These~~may ~~2019-2020~~be ~~cases~~settled ~~were~~through ~~consolidated with~~ the ~~program~~purchase ~~year~~of ~~2018~~a ~~cases~~RIN.

~~In November 2023~~Historically, the ~~Fifth~~Company ~~Circuit~~has ~~issued~~received ~~its~~SREs ~~decision~~ and ~~concluded that venue~~ was ~~proper~~not inrequired ~~the~~to ~~Fifth~~purchase ~~Circuit~~RINs. ~~and~~Beginning ~~that~~in 2022, EPA’s ~~denial~~denied of the ~~Shreveport refinery~~Company’s SRE petitions for ~~program~~multiple compliance years, ~~2018-2020~~which ~~was~~resulted ~~unlawful.~~in ~~The~~the ~~Fifth~~recognition ~~Circuit~~of ~~vacated~~significant ~~EPA’s~~RINs liabilities. Those denials were subsequently challenged and, ~~remanded~~in ~~the~~several ~~petitions~~instances, tovacated ~~EPA.~~and remanded by federal courts.

In ~~July~~August ~~2024~~2025, EPA issued new hardship determinations that (i) reaffirmed prior grants of the ~~D.C.~~Company’s ~~Circuit~~2018 SREs, (ii) issued ~~its~~new ~~decision~~decisions for program years 2019 through 2023, and ~~concluded~~(iii) ~~that~~issued ~~EPA~~decisions on the Company’s ~~denial~~2024 ofpetitions. Under those decisions, the ~~Montana~~Company ~~Refinery’s~~received ~~petitions~~full or partial relief for its Shreveport and Montana refineries for program years ~~2018-2020~~2019 ~~was~~through ~~unlawful~~2024, which reduced the number of RINs required to be retired. The ~~D.C.~~EPA ~~Circuit~~has ~~vacated~~not ~~EPA’s~~yet ~~denial~~issued ~~and~~a ~~remanded~~decision on the ~~petitions~~Company’s to2025 ~~EPA.~~SRE petitions.

~~EPA~~The ~~filed~~Company ahas ~~petition~~filed petitions for ~~writ~~judicial review of ~~certiorari~~certain ~~with~~EPA ~~the~~decisions ~~U.S.~~relating ~~Supreme Court with respect~~ to ~~only~~ the ~~venue portion of the Fifth Circuit’s decision. On June 18, 2025, the Supreme Court ruled that elements of EPA’s April and June~~ 2022 ~~denials,~~through ~~which~~2024 ~~included~~ program years ~~2018-2020,~~in ~~triggered~~which the ~~“nationwide~~Company ~~scope~~received oronly ~~effect”~~a ~~exception~~partial ~~to regional circuit court venue in the Clean Air Act~~exemption. AsThe aEPA ~~result,~~has ~~the~~confirmed ~~Supreme Court held~~ that ~~the~~it ~~D.C.~~does ~~Circuit~~not isintend ~~the proper venue for the challenge~~ to ~~EPA’s~~pursue ~~denial~~enforcement ofactions ~~the~~while ~~Shreveport~~SRE ~~refinery’s~~ petitions ~~for~~or ~~2018-2020~~related ~~program~~litigation ~~years. The~~are ~~Supreme~~pending ~~Court vacated the Fifth Circuit’s decision~~ and ~~remanded~~that, ~~the~~if ~~Shreveport~~required, ~~refinery’s case to~~ the ~~Fifth~~Company ~~Circuit.~~will ~~The~~be ~~Fifth~~afforded ~~Circuit~~a ~~transferred~~reasonable ~~the~~period ~~case~~ to ~~the~~achieve Dcompliance.C. Circuit in accordance with the Supreme Court’s decision. We expect the D.C. Circuit to dismiss the case in light of EPA’s August 2025 decisions (described below) reaffirming its original decision on the Shreveport refinery’s 2018 hardship petition and issuing new decisions on the Shreveport refinery’s 2019-2020 hardship petitions.

~~2021-2022~~Expenses ~~RVO.~~related Into ~~October~~RFS ~~2022,~~compliance ~~Calumet~~may ~~applied~~continue ~~for~~to ~~SREs~~be ~~for the 2021 and 2022 program years~~significant. InAdverse ~~July~~legal ~~2023,~~or ~~EPA~~regulatory ~~issued final decisions denying 26 pending petitions from small refineries seeking SREs for program years 2016 to 2023~~developments, ~~including~~higher ~~the~~RIN ~~2021 and 2022 petitions for the Montana and Shreveport refineries~~prices, ~~based~~or ona ~~the~~reduction ~~same~~or ~~approach~~elimination ~~and analysis described by EPA in its June 2022 denials. The Company filed petitions for review~~ of ~~the~~SRE ~~denials~~availability ~~with~~could ~~the~~require ~~Fifth Circuit and D.C. Circuit and filed motions asking those courts to stay~~ the Company’s 2021 and 2022 RFS obligations. In September 2023, the Fifth Circuit granted the Company’s motion for stay of the Shreveport refinery’s 2021 and 2022 RFS obligations while the case is pending; and in October 2023, the D.C. Circuit granted the Company’s motion for stay of the Montana refinery’s 2021 and 2022 RFS obligations. The D.C. Circuit then vacated EPA’s denials of the Montana refinery’s 2021 and 2022 petitions and remanded the petitions back to ~~EPA,~~purchase ~~following~~additional ~~its own ruling on the 2019-2020 petitions. Due to EPA’s August 2025 decisions (described below) on the Shreveport refinery’s 2021-2022 hardship petitions~~RINs, wewhich ~~expect~~could ~~the~~materially ~~government~~adversely toaffect ~~seek~~results ~~dismissal~~ of ~~the~~operations ~~litigation still pending in the Fifth~~ and. Dliquidity.~~C. Circuits relating to the prior 2021 and 2022 denials.~~

~~2023~~As ~~RVO.~~of ~~In December 2023~~March 31, 2026 ~~Calumet~~and ~~applied for SREs for the 2023 program year. In July 2024~~December 31, 2025, the Company ~~filed~~had ~~for~~a ~~injunctive~~RINs ~~relief~~Obligation inrecorded ~~both~~on the ~~District~~unaudited ~~Court~~condensed ofconsolidated ~~Montana~~balance ~~and~~sheets ~~the Western District Court~~ of ~~Louisiana to force EPA to make a decision on those outstanding 2023 SRE petitions~~$316.7 ~~The~~million ~~courts ruled in favor of the Company~~ and ~~set a deadline for EPA to act~~$169.3 ~~In January 2025~~million, ~~EPA denied the Company’s 2023 SRE petitions. Calumet challenged the denials in the Fifth Circuit and the Ninth Circuit for Shreveport and Montana,~~ respectively. Both courts have stayed Calumet’s 2023 RFS obligations while the challenges are pending. EPA acknowledged in writing that its January 2025 decisions on the Company’s petitions for the 2023 program year were locally applicable, so the proper venue for the Shreveport and Montana challenges is the Fifth and Ninth Circuits, respectively.

2024-2025 RVO and EPA’s August 2025 SRE Decisions. In June 2024, Calumet applied for SREs for the 2024 and 2025 program years. In August 2025, EPA issued a new round of hardship decisions, in which it reaffirmed the original grants of Calumet’s 2018 hardship petitions, issued new decisions on Calumet’s 2019-2023 hardship petitions, and decided Calumet’s 2024 petitions for the first time. For the Shreveport refinery, EPA granted full relief for the 2019-2021 program years and 50% relief for the 2022-2024 program years. For the Montana refinery, EPA granted full relief for the 2019-2022 program years and 50% relief for the 2023-2024 program years. EPA determined that Calumet is not required to

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retire any RINs for the years for which Calumet received full relief and must retire RINs meeting 50% of its RVO for years for which Calumet received 50% relief. EPA has not yet issued decisions on Calumet’s petitions for the 2025 program year.

In September 2025, Calumet filed petitions for review in the D.C. Circuit of EPA’s decisions on the Shreveport refinery’s 2022-2024 petitions and the Montana refinery’s 2023-2024 petitions. The judicial stays previously granted by the Fifth Circuit to the Shreveport refinery for program years 2022 and 2023 and by the Ninth Circuit to the Montana refinery for program year 2023 currently remain in place. In October 2025, EPA sent a communication to Calumet that confirmed EPA does not intend to seek enforcement while Calumet’s SRE petition for a particular RVO is still pending, or while judicial review of such an exemption decision is pending. EPA indicated that if the litigation resolves in EPA’s favor, Calumet will have a reasonable time to meet any outstanding RVOs by completing the necessary RIN retirements and compliance reporting. In its communication, EPA stated that, where companies challenging SRE petition decisions have not prevailed in court, but have thereafter demonstrated compliance within a reasonable time after the compliance deadline, EPA has found no need for any additional action. In light of EPA’s communication, we have decided not to seek a judicial stay from the D.C. Circuit at this time.

Expenses related to RFS compliance have the potential to remain a significant expense for the Specialty Products and Solutions and Montana/Renewables segments. If legal or regulatory changes occur that have the effect of increasing the RINs Obligation, increasing the market price of RINs, or eliminating or narrowing the availability of SREs, the Company could be required to purchase additional RINs in the open market, which may materially increase the costs related to RFS compliance and could have a material adverse effect on the results of operations and liquidity.

As of September 30, 2025 and December 31, 2024, the Company had a RINs Obligation recorded on the unaudited condensed consolidated balance sheets of $133.0 million and $245.4 million, respectively.

C-Corp Conversion

As described in Note 1 — “Description of the Business,” on the closing date of the C-Corp Conversion, the Company issued (i) approximately 80.4 million shares of Common Stock to holders of the Common Units and (ii) 5.5 million shares of Common Stock and 2.0 million warrants to purchase common stock at an exercise price of $20.00 per share (subject to adjustment) on or prior to July 10, 2027 to the Sponsor Parties, in each case, pursuant to the Conversion Agreement. The Company accounted for the C-Corp Conversion as a common control transaction and there were no changes in basis to the net assets recognized at the closing of the transaction. Further, the C-Corp Conversion did not result in a change in the reporting entity, and as such, the transaction was accounted for on a prospective basis in the Company’s condensed consolidated financial statements. The 2.0 million warrants to purchase common stock at an exercise price of $20.00 per share (subject to adjustment) are included in Stockholders’ Equity on the condensed consolidated balance sheets with a balance of $7.8 million for the periods ended September 30, 2025 and December 31, 2024, respectively. Refer to Note 9 — “Fair Value Measurements” for additional information related to the assumptions and inputs used to determine the fair value of the warrants.

Refer to Note 12 — “Income Taxes” for additional information regarding income tax considerations resulting from the C-Corp Conversion.

Sale of Assets Related to Industrial Portion of Royal Purple® Business

On February 28, 2025, the Company announced that it entered into a definitive agreement with a wholly owned subsidiary of Lubrication Engineers, Inc., a portfolio company of Aurora Capital Partners, to sell assets related to the industrial portion of its Royal Purple® business, for $110.0 million, subject to certain customary adjustments. The Company retained the consumer portion of the Royal Purple® business. At the closing of the transaction on ~~March~~December 31, 2025, the Company received cash proceeds of $9596.49 million, ~~net~~with a remaining deferred payment of $31.05 million ofto ~~deferred~~be ~~payments,~~received ~~$6.5~~in ~~million~~2026, net of working capital adjustments and ~~$5.1 million of~~ transaction related expenses. During ~~the nine months ended September 30,~~ 2025, the Company recorded a $55.8 million gain on the sale of business in the ~~unaudited condensed~~ consolidated statements of operations. The total consideration ofis ~~$110.0~~final, ~~million~~and isno ~~subject~~additional to post-closing adjustments, ~~including~~or ~~working~~continuing ~~capital~~obligations ~~adjustments,~~remain. ~~deferred~~The ~~payments~~Company ~~and~~has ~~certain~~recognized ~~continuing~~the ~~obligations,~~gain ~~which~~on ~~may~~sale ~~result~~based inon the finalized consideration, and no further changes to the recorded gain or loss are expected.

13New Accounting Standards

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 for the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the 2025 annual period. Prior period disclosures have not been adjusted to reflect the new disclosure requirements Refer to Note 11 — “Income Taxes” for additional information.

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures.” This ASU seeks to improve the disclosures about a public business entity’s expenses by providing more detailed information about the types of expenses in commonly presented expense captions. This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning

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~~gain~~after orDecember ~~loss~~15, ~~on disposal~~2027. ~~The~~We ~~Company~~are ~~has~~currently ~~recorded~~evaluating the ~~estimated~~impact ~~consideration~~this ~~based~~update onwill ~~information~~have ~~available~~on asour ofconsolidated ~~the~~financial ~~reporting~~statements ~~date. Final amounts will be recognized when determinable~~ and ~~may differ from current estimates~~footnotes. ~~The Company used the sale proceeds to reduce its indebtedness.~~

~~Recently~~3. ~~Adopted Accounting Standards~~Inventories

InThe ~~November~~cost ~~2023,~~of ~~the~~inventory ~~Financial~~is ~~Accounting~~recorded ~~Standards~~using ~~Board~~the last-in, first-out (“~~FASB~~LIFO”) ~~issued~~method. ~~Accounting~~An ~~Standards~~actual ~~Update~~valuation ~~(“ASU”)~~of ~~2023-07,~~inventory ~~“Improvements~~under tothe ~~Reportable~~LIFO ~~Segment~~method ~~Disclosures.”~~can ~~This~~be ~~ASU~~made ~~requires,~~only ~~among~~at ~~other~~the ~~updates,~~end ~~enhanced~~of ~~disclosures~~each year ~~about~~based ~~significant~~on ~~segment~~the ~~expenses~~inventory ~~that~~levels ~~are~~and ~~regularly~~costs ~~provided~~at tothat ~~the~~time. ~~chief~~Accordingly, ~~operating~~interim ~~decision~~LIFO ~~maker,~~calculations asare ~~well~~based ason ~~the~~management’s ~~aggregate~~estimates ~~amount~~ of ~~other~~expected year-end ~~segment~~inventory ~~items~~levels ~~included~~and incosts ~~the~~and ~~reported~~are ~~measure~~subject ofto ~~segment~~the ~~profit~~final year-end orLIFO ~~loss~~inventory valuation. ~~This~~In ~~ASU~~certain iscircumstances, ~~effective~~the ~~for~~Company ~~fiscal~~may ~~years~~decide ~~beginning~~not ~~after~~to ~~December~~replenish ~~15,~~inventory ~~2023,~~for ~~and~~certain ~~for~~products ~~interim~~or ~~periods~~product ~~within~~lines ~~fiscal~~during ~~years~~an ~~beginning~~interim ~~after~~period, ~~December~~in 15which case, ~~2024.~~the ~~Early~~Company ~~adoption~~may isrecord ~~permitted.~~interim ~~The~~LIFO ~~amendments~~adjustments ~~should~~during bethat ~~applied~~period. ~~retrospectively~~During tothe ~~all~~three ~~prior~~months ~~periods~~ended ~~presented~~March 31, 2026 inand 2025, the ~~financial~~Company ~~statements.~~recorded ~~Refer~~no toactivity ~~Note~~(exclusive 11of —lower ~~“Segments~~of ~~and~~cost ~~Related~~or ~~Information~~market (“LCM”) ~~for~~adjustments) ~~additional~~in ~~information~~cost ~~related~~of tosales ~~our~~in ~~reportable~~the ~~segments,~~unaudited ~~including~~condensed ~~disclosure~~consolidated statements of ~~significant~~operations ~~segment~~due ~~expenses~~to the permanent liquidation of inventory layers.

~~Recently~~Costs ~~Issued~~include ~~Accounting~~crude ~~Pronouncements~~oil –and ~~Not~~other ~~Yet~~feedstocks, ~~Adopted~~labor, processing costs, and refining overhead costs. Inventories are valued at the LCM value. The replacement cost of these inventories, based on current market values, would have been $60.7 million and $25.2 million higher than the carrying value of inventory as of March 31, 2026 and December 31, 2025, respectively.

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” This ASU amends existing income tax disclosure guidance, primarily requiring more detailed disclosures for income taxes paid and the effective tax rate reconciliation. This ASU is effective for fiscal years beginning after December 15, 2024, may be applied prospectively or retrospectively, and allows for early adoption. The Company is currently evaluating the impact this update will have on its income tax disclosures in the consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses.” This ASU requires companies to disclose more detailed information about specified categories of expenses included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on our disclosures.

3. Revenue Recognition

The following is a description of principal activities from which the Company generates revenue. Revenues are recognized when control of the promised goods are transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods promised within each contract and determines the performance obligations and assesses whether each promised good is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Products

The Company manufactures, formulates, and markets a diversified slate of specialty branded products to customers in various consumer-facing and industrial markets. In addition, the Company produces fuel and fuel related products, including gasoline, diesel, jet fuel, asphalt, and other fuels products. At our Montana Renewables facility, we process a variety of geographically advantaged renewable feedstocks into renewable fuels, including: renewable diesel, sustainable aviation fuel (“SAF”), renewable hydrogen, renewable natural gas, renewable propane, and renewable naphtha. These renewable fuels are distributed into renewable markets in the western half of North America. The Company also blends, packages, and markets high-performance branded specialty products through its Royal Purple, Bel-Ray, and TruFuel brands.

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The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. For each contract, the Company considers the promise to transfer products, each of which are distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to variable consideration such as product returns, rebates, or other discounts to determine the net consideration to which the Company expects to be entitled. The Company transfers control and recognizes revenue upon shipment to the customer or, in certain cases, upon receipt by the customer in accordance with contractual terms.

Revenue is recognized when obligations under the terms of a contract with a customer are satisfied and control of the promised goods are transferred to the customer. The contract with the customer states the final terms of the sale, including the description, quantity, and price of each product or service purchased. For fuel products, payment is typically due in full between 2 to 30 days of delivery or the start of the contract term, such that payment is typically collected 2 to 30 days subsequent to the satisfaction of performance obligations. For renewable fuel products, payment is typically due in full between 7 to 14 days of delivery or the start of the contract term, such that payment is typically collected 7 to 14 days subsequent to the satisfaction of performance obligations. For specialty products, payment is typically due in full between 30 to 90 days of delivery or the start of the contract term, such that payment is typically collected 30 to 90 days subsequent to the satisfaction of performance obligations. In the normal course of business, the Company does not accept product returns unless the item is defective as manufactured. The expected costs associated with a product assurance warranty continue to be recognized as expense when products are sold. The Company does not offer promised services that could be considered warranties that are sold separately or provide a service in addition to assurance that the related product complies with agreed upon specifications. The Company establishes provisions based on the methods described in ASC 606 for estimated returns as variable consideration when determining the transaction price.

Excise and Sales Taxes

The Company assesses, collects and remits excise taxes associated with the sale of certain of its fuel products. Furthermore, the Company collects and remits sales taxes associated with certain sales of its products to non-exempt customers. The Company excludes excise taxes and sales taxes that are collected from customers from the transaction price in its contracts with customers. Accordingly, revenue from contracts with customers is net of sales-based taxes that are collected from customers and remitted to taxing authorities.

Shipping and Handling Costs

Shipping and handling costs are deemed to be fulfillment activities rather than a separate distinct performance obligation.

Cost of Obtaining Contracts

The Company may incur incremental costs to obtain a sales contract, which under ASC 606 should be capitalized and amortized over the life of the contract. The Company has elected to apply the practical expedient in ASC 340-40-50-5 allowing the Company to expense these costs since the contracts are short-term in nature with a contract term of one year or less.

Contract Balances

Under product sales contracts, the Company invoices customers for performance obligations that have been satisfied, at which point payment is unconditional. Accordingly, a product sales contract does not give rise to contract assets or liabilities under ASC 606. The Company’s receivables, net of allowance for expected credit losses from contracts with customers as of September 30, 2025 and December 31, 2024 and 2023 were $263.9 million, $241.7 million, and $252.4 million, respectively.

Transaction Price Allocated to Remaining Performance Obligations

The Company’s product sales are short-term in nature with a contract term of one year or less. The Company has utilized the practical expedient in ASC 606-10-50-14 exempting the Company from disclosure of the transaction price

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allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. Additionally, each unit of product generally represents a separate performance obligation; therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required.

4. Inventories

The cost of inventory is recorded using the last-in, first-out (“LIFO”) method. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs and are subject to the final year-end LIFO inventory valuation. In certain circumstances, the Company may decide not to replenish inventory for certain products or product lines during an interim period, in which case, the Company may record interim LIFO adjustments during that period. During the three and nine months ended September 30, 2025 and 2024, the Company recorded no activity (exclusive of lower of cost or market (“LCM”) adjustments) in cost of sales in the unaudited condensed consolidated statements of operations due to the permanent liquidation of inventory layers.

Costs include crude oil and other feedstocks, labor, processing costs, and refining overhead costs. Inventories are valued at the LCM value. The replacement cost of these inventories, based on current market values, would have been $34.7 million and $49.2 million higher than the carrying value of inventory as of September 30, 2025 and December 31, 2024, respectively.

For the three and nine months ended September 30, 2025 and 2024, the Company sold inventory comprised of crude oil, refined products, and renewable feedstocks under Supply and Offtake Agreements as described in Note 6 — “Inventory Financing Agreements” related to the Shreveport and Montana Renewables facilities.

Inventories consist of the following (in millions):


	~~September~~March 3031, ~~2025~~2026						December 31, ~~2024~~2025
			Supply and						Supply and
	Titled		Offtake				Titled		Offtake
	Inventory		Agreements (1)		Total		Inventory		Agreements (1)		Total
Raw materials	$	6057.21	$	1524.02	$	7581.23	$	4547.39	$	2919.76	$	7567.05
Work in process		7667.10		2822.10		~~104~~89.20		6373.86		3327.78		97101.54
Finished goods		~~168~~155.0		5244.72		~~220~~199.72		~~160~~164.32		8352.51		~~243~~216.83
	$	~~304~~279.31	$	9590.84	$	~~400~~369.15	$	~~269~~285.47	$	~~146~~99.95	$	~~416~~385.32

(1) Amounts represent LIFO value and do not necessarily represent the value at which the inventory was sold. Refer to Note 65 — “Inventory Financing Agreements” for further information.

In addition, the use of the LIFO inventory method may result in increases or decreases to cost of sales in years that inventory volumes decline as the result of charging cost of sales with LIFO inventory costs generated in prior periods. In periods of rapidly declining prices, LIFO inventories may have to be written down to market value due to the higher costs assigned to LIFO layers in prior periods. During the three months ended ~~September 30~~March 31, 2026 ~~2025~~ and ~~2024~~2025, the Company recorded ana ~~increase~~decrease in cost of sales in the unaudited condensed consolidated statements of operations for LCM of $526.12 million and $90.4 million, respectively. During the nine months ended September 30, 2025 and 2024, the Company recorded an increase in cost of sales in the unaudited condensed consolidated statements of operations for LCM of $3.1 million ~~and $8.9 million~~, respectively.

4. Commitments and Contingencies

5From time to time, the Company is a party to certain claims and litigation incidental to its business, including claims made by various taxation and regulatory authorities, such as the Internal Revenue Service, the EPA and the U.S. ~~Commitments~~Occupational Safety and ~~Contingencies~~Health Administration (“OSHA”), as well as various state environmental regulatory bodies and state and local departments of revenue, as the result of audits or reviews of the Company’s business. In addition, the Company has property, business interruption, general liability, and various other insurance policies that may result in certain losses or expenditures being reimbursed to the Company.

From time to time, the Company is a party to certain claims and litigation incidental to its business, including claims made by various taxation and regulatory authorities, such as the Internal Revenue Service, the EPA and the U.S. Occupational Safety and Health Administration (“OSHA”), as well as various state environmental regulatory bodies and

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state and local departments of revenue, as the result of audits or reviews of the Company’s business. In addition, the Company has property, business interruption, general liability, and various other insurance policies that may result in certain losses or expenditures being reimbursed to the Company.

Environmental

The Company conducts specialty refining, blending, and terminal operations and such activities are subject to stringent federal, regional, state, and local laws and regulations governing worker health and safety, the discharge of materials into the environment, and environmental protection. These laws and regulations impose obligations that are applicable to the Company’s operations, such as requiring the acquisition of permits to conduct regulated activities, restricting the manner in which the Company may release materials into the environment, requiring remedial activities or capital expenditures to mitigate pollution from former or current operations, requiring the application of specific health and safety criteria addressing worker protection, and imposing substantial liabilities for pollution resulting from its operations. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil, and criminal penalties; the imposition of investigatory, remedial, or corrective action obligations or the incurrence of capital expenditures; the occurrence of delays in the permitting, development, or expansion of projects and the issuance of injunctive relief limiting or prohibiting Company activities. Moreover, certain of these laws impose joint and several, strict liability for costs required to remediate and restore sites where petroleum hydrocarbons, wastes, or other materials have been released or disposed. In addition, new laws and regulations, new interpretations of existing laws and regulations, increased governmental enforcement, or other developments, some of which legal requirements are discussed below, could significantly increase the Company’s operational or compliance expenditures.

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Company’s operations, such as requiring the acquisition of permits to conduct regulated activities, restricting the manner in which the Company may release materials into the environment, requiring remedial activities or capital expenditures to mitigate pollution from former or current operations, requiring the application of specific health and safety criteria addressing worker protection, and imposing substantial liabilities for pollution resulting from its operations. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil, and criminal penalties; the imposition of investigatory, remedial, or corrective action obligations or the incurrence of capital expenditures; the occurrence of delays in the permitting, development, or expansion of projects and the issuance of injunctive relief limiting or prohibiting Company activities. Moreover, certain of these laws impose joint and several, strict liability for costs required to remediate and restore sites where petroleum hydrocarbons, wastes, or other materials have been released or disposed. In addition, new laws and regulations, new interpretations of existing laws and regulations, increased governmental enforcement, or other developments, some of which legal requirements are discussed below, could significantly increase the Company’s operational or compliance expenditures.

Remediation of subsurface contamination is in process at certain of the Company’s refinery sites and is being overseen by the appropriate state agencies. Based on current investigative and remedial activities, the Company believes that the soil and groundwater contamination at these refineries can be controlled or remediated without having a material adverse effect on the Company’s financial condition. However, such costs are often unpredictable and, therefore, there can be no assurance that the future costs will not become material.

Occupational Health and Safety

The Company is subject to various laws and regulations relating to occupational health and safety, including the federal Occupational Safety and Health Act, as amended, and comparable state laws. These laws and regulations strictly govern the protection of the health and safety of employees. In addition, OSHA’s hazard communication standard, the EPA’s community right-to-know regulations under Title III of the federal Comprehensive Environmental Response, Compensation and Liability Act, as amended, and similar state statutes require the Company to maintain information about hazardous materials used or produced in the Company’s operations and provide this information to employees, contractors, state and local government authorities, and customers. The Company maintains safety and training programs as part of its ongoing efforts to promote compliance with applicable laws and regulations. The Company conducts periodic audits of process safety management systems at each of its locations subject to this standard. The Company’s compliance with applicable health and safety laws and regulations has required, and continues to require, substantial expenditures. Changes in occupational safety and health laws and regulations or a finding of non-compliance with current laws and regulations could result in additional capital expenditures or operating expenses, as well as civil penalties and, in the event of a serious injury or fatality, criminal charges.

Other Matters, Claims and Legal Proceedings

The Company is subject to matters, claims, and litigation incidental to its business. The Company has recorded accruals with respect to certain ~~of its~~ matters, claims, and litigation where appropriate, that are reflected in the unaudited condensed consolidated financial statements but are not individually considered material. For other matters, claims, and litigation, the Company has not recorded accruals because it has not yet determined that a loss is probable or because the amount of loss cannot be reasonably estimated. While the ultimate outcome of matters, claims, and litigation currently pending cannot be determined, the Company currently does not expect these outcomes, individually or in the aggregate (including matters for which the Company has recorded accruals), to have a material adverse effect on its financial position, results of operations, or cash flows. The outcome of any matter, claim, or litigation is inherently uncertain, however, and if decided adversely to the Company, or if the Company determines that settlement of particular litigation is appropriate, the Company may be subject to liability that could have a material adverse effect on its financial position, results of operations or cash flows.

175. Inventory Financing Agreements

On January 17, 2024 (the “Effective Date”), the Company and J. Aron & Company LLC (“J Aron”) entered into a Monetization Master Agreement (the “Master Agreement”), a related Financing Agreement (the “Financing Agreement”) and a Supply and Offtake Agreement (together with the Master Agreement and the Financing Agreement, the “Shreveport Supply and Offtake Agreement”). Pursuant to the Shreveport Supply and Offtake Agreement, J. Aron agreed to, among other things, purchase from the Company, or extend to the Company, financial accommodations secured by crude oil and finished products located at the Company’s Shreveport facility on the Effective Date and from time to time, up to maximum volumes specified for crude oil and categories of finished products, subject to the Company’s repurchase obligations with respect thereto. 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.

On October 3, 2023, Montana Renewables, LLC (“MRL”) and Wells Fargo Commodities, LLC (“Wells Fargo”) entered into (a) an ISDA 2002 Master Agreement (the “Master Agreement”), (ii) a Schedule to the ISDA 2002 Master Agreement (the “Schedule”), (iii) a Credit Support Annex to the ISDA 2002 Master Agreement (the “Credit Support Annex”), and (iv) a Renewable Fuel and Feedstock Repurchase Master Confirmation (together with the Master Agreement, the Schedule and the Credit Support Annex, collectively the “MRL Supply and Offtake Agreement” and, together with the Shreveport Supply and Offtake Agreement, the “Supply and Offtake Agreements”). Pursuant to the MRL Supply and Offtake Agreement, Wells Fargo agreed to, among other things, (a) purchase from MRL renewable feedstocks and finished products located at MRL’s Great Falls facility, subject to MRL’s repurchase obligations with respect thereto, and (b)

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ifprovide ~~decided~~certain ~~adversely~~financial accommodations to ~~the~~MRL ~~Company,~~secured orby ifliens ~~the~~on ~~Company~~certain ~~determines~~renewable ~~that~~feedstocks ~~settlement~~and offinished ~~particular~~products ~~litigation~~owned isby ~~appropriate,~~MRL. ~~the~~The ~~Company~~MRL ~~may~~Supply beand ~~subject~~Offtake toAgreement ~~liability~~replaced ~~that~~MRL’s ~~could~~previous ~~have~~inventory afinancing ~~material~~agreement ~~adverse~~with ~~effect on its financial position~~Macquarie, ~~results~~which ofterminated ~~operations~~on orOctober ~~cash~~3, ~~flows~~2023.

Standby Letters of Credit

The Company has agreements with various financial institutions for standby letters of credit and other reserves. The standby letters of credit have been issued primarily to vendors. As of September 30, 2025 and December 31, 2024, the Company had outstanding standby letters of credit of $71.4 million and $45.4 million, respectively, under its senior secured revolving credit facility (the “revolving credit facility”). Refer to Note 7 — “Long-Term Debt” for additional information regarding the Company’s revolving credit facility. At September 30, 2025 and December 31, 2024, the maximum amount of letters of credit the Company could issue under its revolving credit facility was subject to borrowing base limitations, with a maximum letter of credit sublimit equal to $255.0 million, which may be increased with the consent of the Agent (as defined in the Credit Agreement) to 90% of revolver commitments then in effect ($500.0 million at September 30, 2025 and December 31, 2024).

Throughput Contract

Prior to 2020, the Company entered into a long-term agreement to transport crude oil at a minimum of 5,000 bpd through a pipeline, which commenced service in the second quarter of 2020. The agreement also contains a capital recovery charge that increases 2% per annum. This agreement is for seven years.

As of September 30, 2025, the estimated minimum unconditional purchase commitments, including the capital recovery charge, under the agreement were as follows (in millions):


Year	Commitment
2025	$	0.8
2026		3.2
2027		0.5
2028		—
Thereafter		—
Total (1)	$	4.5

(1) As of September 30, 2025, the estimated minimum payments for the unconditional purchase commitments have been accrued and are included in other current liabilities and other long-term liabilities in the unaudited condensed consolidated balance sheets. This liability was accrued due to the fact that the contract was entered into to supply crude to a divested facility.

6. Inventory Financing Agreements

On January 17, 2024 (the “Effective Date”), the Company and J. Aron & Company LLC (“J. Aron”) entered into a Monetization Master Agreement (the “Master Agreement”), a related Financing Agreement (the “Financing Agreement”) and a Supply and Offtake Agreement (together with the Master Agreement and the Financing Agreement, the “Shreveport Supply and Offtake Agreement”). Pursuant to the Shreveport Supply and Offtake Agreement, J. Aron agreed to, among other things, purchase from the Company, or extend to the Company, financial accommodations secured by crude oil and finished products located at the Company’s Shreveport facility on the Effective Date and from time to time, up to maximum volumes specified for crude oil and categories of finished products, subject to the Company’s repurchase obligations with respect thereto. The Shreveport Supply and Offtake Agreement replaced the Company’s previous inventory financing agreement with Macquarie Group Limited (“Macquarie”), which terminated on January 17, 2024.

On September 30, 2024, in connection with the closing of the Montana Asset Financing Arrangement, the Company entered into the Second Amendment to the Monetization Master Agreement with J. Aron and the other parties thereto, in order to amend the Monetization Master Agreement, dated as of January 17, 2024 and permit the Montana Asset Financing Arrangement transaction. Refer to Note 7 — “Long-Term Debt” for additional information.

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On July 25, 2025, in connection with the Shreveport Terminal Asset Financing Arrangement, as defined below, the Company entered into the Third Amendment to the Monetization Master Agreement with J. Aron and the other parties thereto, to modify the Monetization Master Agreement to permit separately the indebtedness and liens arising from the Shreveport Terminal Asset Financing Arrangement. Refer to Note 7 — “Long-Term Debt” for additional information.

On October 3, 2023, MRL and Wells Fargo Commodities, LLC (“Wells Fargo”) entered into (a) an ISDA 2002 Master Agreement (the “Master Agreement”), (ii) a Schedule to the ISDA 2002 Master Agreement (the “Schedule”), (iii) a Credit Support Annex to the ISDA 2002 Master Agreement (the “Credit Support Annex”), and (iv) a Renewable Fuel and Feedstock Repurchase Master Confirmation (together with the Master Agreement, the Schedule and the Credit Support Annex, collectively the “MRL Supply and Offtake Agreement” and, together with the Shreveport Supply and Offtake Agreement, the “Supply and Offtake Agreements”). Pursuant to the MRL Supply and Offtake Agreement, Wells Fargo agreed to, among other things, (a) purchase from MRL renewable feedstocks and finished products located at MRL’s Great Falls facility, subject to MRL’s repurchase obligations with respect thereto, and (b) provide certain financial accommodations to MRL secured by liens on certain renewable feedstocks and finished products owned by MRL. The MRL Supply and Offtake Agreement replaced MRL’s previous inventory financing agreement with Macquarie, which terminated on October 3, 2023.

On February 18, 2025, the Company repaid in full the outstanding obligations of approximately $32.5 million under the MRL Supply and Offtake Agreement.

While title to certain inventories will reside with the counterparties to the arrangements, the Supply and Offtake Agreements are accounted for by the Company similar to a product financing arrangement; therefore, the inventories sold to the counterparties will continue to be included in the Company’s unaudited condensed consolidated balance sheets until processed and sold to a third party.

~~For~~As ~~the~~of ~~three~~March ~~months~~31, ~~ended~~2026 ~~September 30~~and December 31, 2025, ~~and~~the ~~2024,~~net carrying value of the ~~Company~~Shreveport ~~incurred~~Supply anand ~~expense~~Offtake ofAgreement obligation was $2133.9 million and $491.31 million, respectively, ~~for financing costs related to the Supply and Offtake Agreements,~~ which are included in ~~interest~~ ~~expense in~~other long-term liabilities on the Company’s ~~unaudited~~ condensed consolidated ~~statements~~balance ~~of operations~~sheets. For the ~~nine~~three months ended ~~September~~March 3031, 2026 ~~2025~~ and ~~2024~~2025, the Company incurred an expense of $92.98 million and $144.71 million, respectively, for financing costs related to the ~~Supply~~inventory ~~and~~financing ~~Offtake Agreements~~arrangements, which are included in interest expense in the Company’s unaudited condensed consolidated statements of operations.

6. Long-Term Debt

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7. Long-Term Debt

Long-term debt consisted of the following (in millions):


	~~September~~March 3031,		December 31,
	~~2025~~2026		~~2024~~2025
Borrowings under amended and restated senior secured revolving credit agreement with third-party lenders, interest payments quarterly, borrowings due January 2027, weighted average interest rates of 7.3% and 7.5% for the nine months ended September 30, 2025 and the year ended December 31, 2024, respectively.	$	167.6	$	286.6
Senior secured revolving credit facility	$	95.2	$	94.6
Borrowings under amended secured MRL revolving credit agreement with third-party lender, interest payments quarterly, borrowings due November 2027, weighted average interest rate of 6.4% and 7.3% for the nine months ended September 30, 2025 and the year ended December 31, 2024, respectively.		—		—
9.75% Senior Notes due 2031		555.0		—
Borrowings under the 2026 Notes, interest at a fixed rate of 11.0%, interest payments semiannually, borrowings due April 2026, effective interest rate of 11.0% and 11.1% for the nine months ended September 30, 2025 and the year ended December 31, 2024, respectively.		124.4		354.4
9.25% Senior Notes due 2029		200.0		200.0
Borrowings under the 2027 Notes, interest at a fixed rate of 8.125%, interest payments semiannually, borrowings due July 2027, effective interest rate of 8.3% for the nine months ended September 30, 2025 and the year ended December 31, 2024.		325.0		325.0
9.75% Senior Notes due 2028		325.0		325.0
Borrowings under the 2028 Notes, interest at a fixed rate of 9.75%, interest payments semiannually, borrowings due July 2028, effective interest rate of 10.2% for the nine months ended September 30, 2025 and the year ended December 31, 2024.		325.0		325.0
9.75% Senior Notes due 2028 - Mirror Issuance Notes		100.0		100.0
Borrowings under the 2028 Mirror Issuance Notes, interest at a fixed rate of 9.75%, interest payments semiannually, borrowings due July 2028, effective interest rate of 10.7% for the nine months ended September 30, 2025.		100.0		—
8.125% Senior Notes due 2027		—		325.0
Borrowings under the 2029 Secured Notes, interest at a fixed rate of 9.25%, interest payments semiannually, borrowings due July 2029, effective interest rate of 9.4% for the nine months ended September 30, 2025 and the year ended December 31, 2024.		200.0		200.0
11.00% Senior Notes due 2026		—		124.4
Borrowings under the DOE Loan		805.5		—
DOE Loan		825.2		815.4
MRL Term Loan Credit Agreement		—		73.7
Shreveport terminal asset financing arrangement		113.7		116.1
Shreveport terminal asset financing arrangement		118.5		42.1
Montana terminal asset financing arrangement		19.3		22.5
Montana terminal asset financing arrangement		26.7		30.4
Montana refinery asset financing arrangement		140.8		142.7
Montana refinery asset financing arrangement		143.5		108.7
Finance lease obligations		1.2		1.9
MRL asset financing arrangements		—		368.1
Less unamortized debt issuance costs (1)		(45.5)		(32.5)
Finance lease obligations, at various interest rates, interest and principal payments monthly through June 2028		2.1		2.9
Less unamortized discounts and premium		2.1		(1.6)
Less unamortized debt issuance costs (1)		(34.1)		(14.4)
Total debt	$	2,332.0	$	2,233.5
Less unamortized discounts		(1.6)		(2.3)
Less current portion of long-term debt		32.6		156.2
Total debt	$	2,302.6	$	2,100.2
Total long-term debt	$	2,299.4	$	2,077.3
Less current portion of long-term debt		155.2		35.5
Total long-term debt	$	2,147.4	$	2,064.7

(1) Deferred debt issuance costs are being amortized by the effective interest rate method over the lives of the related debt instruments. These amounts are net of accumulated amortization of $3516.73 million and $3123.62 million at ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, respectively.

2013

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Senior Secured Revolving Credit Facility

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.

The borrowing capacity at March 31, 2026, under the revolving credit facility was approximately $425.7 million. As of March 31, 2026, the Company had outstanding borrowings of $95.2 million under the revolving credit facility and outstanding standby letters of credit of $46.3 million, leaving approximately $284.2 million of availability.

The revolving credit facility contains various covenants that limit, among other things, the Company’s ability to: incur indebtedness; grant liens; dispose of certain assets; make certain acquisitions and investments; redeem or prepay other debt or make other restricted payments such as distributions to unitholders; enter into transactions with affiliates; and enter into a merger, consolidation or sale of assets. Further, the revolving credit facility contains one springing financial covenant which provides that only if the Company’s availability to borrow loans under the revolving credit facility falls below the greater of (i) 10% of the borrowing base then in effect and (ii) $35.0 million (which amount is subject to certain increases), then the Company will be required to maintain as of the end of each fiscal quarter a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.0 to 1.0. As of March 31, 2026, the Company was in compliance with all covenants under the revolving credit facility.

Senior Notes

9.75% Senior Notes due 2031 (the “2031 Notes”)

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 “Initial 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 received net proceeds of $393.0 million after deducting the initial purchasers’ discount and estimated offering expenses. The Company used the net proceeds from the offering of the Initial Notes, together with cash on hand and borrowings under the Company’s revolving credit facility, to redeem all of the Issuers’ outstanding 2026 Notes and 2027 Notes.

On March 17, 2026, the Issuers issued and sold $150.0 million aggregate principal amount of additional 9.75% 2031 Senior Notes (the “Additional Notes,” and together with the Initial Notes, the “2031 Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act. The Additional Notes were issued at 105.0% of par, plus accrued interest from January 12, 2026, for net proceeds of approximately $154.9 million, after deducting the estimated offering expenses and accrued interest. The Company used the net proceeds from the offering of the Additional Notes to repay borrowings outstanding under the Company’s revolving credit facility. The 2031 Notes bear interest at a fixed rate of 9.75% per annum and mature on February 15, 2031 when the balance of principal and accrued interest is due.

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9.25% Senior Secured First Lien Notes due 2029 (the “2029 Secured Notes”)

On March 7, 2024, the ~~Partnership and Calumet Finance Corp. (collectively, the “~~Issuers”) issued and sold $200.0 million in aggregate principal amount of 2029 Secured Notes in a private placement pursuant to Section 4(a)(2) of the Securities Act ofto ~~1933,~~eligible aspurchasers ~~amended~~at ~~(the “Securities Act”)~~par. The ~~2029~~Company ~~Secured~~received ~~Notes were issued at par for~~ net proceeds of $199.0 million, after deducting transaction expenses. The ~~Issuers used the net proceeds from the private placement of the~~ 2029 Secured Notes, ~~together~~bear ~~with~~interest ~~cash~~at ona ~~hand,~~fixed torate ~~redeem all~~ of ~~their outstanding~~ 9.25% ~~Senior~~per ~~Secured~~annum ~~First Lien Notes due 2024 (the “2024 Secured Notes”)~~ and ~~$50.0 million~~mature ~~aggregate principal amount of their outstanding 11.00% Senior Notes due 2025 (the “2025 Notes”). The Issuers redeemed $50.0 million aggregate principal amount of their outstanding 2025 Notes~~ on ~~April~~July 15, ~~2024.~~2029 ~~Interest~~when on the ~~2029~~balance ~~Secured~~of ~~Notes~~principal ~~is paid semiannually on January 15~~ and ~~July~~accrued 15interest ofis ~~each year, beginning on July 15, 2024~~due.

9.75% Senior Notes due 2028 (the “2028 Notes”)

On June 27, 2023, the Issuers issued and sold $325.0 million in aggregate principal amount of 2028 Notes, in a private placement pursuant to Section 4(a)(2) of the Securities Act to eligible purchasers at par. The ~~Issuers~~Company received net proceeds of $319.1 million, after deducting ~~the~~transaction ~~initial purchasers’ discount and offering~~ expenses~~, which the Issuers used a portion of the net proceeds to fund offers (collectively, the “Tender Offers”) to purchase (i) any and all of its outstanding $200~~.0 ~~million~~The in2028 ~~aggregate principal amount of 2024 Secured~~ Notes ~~and~~bear ~~(ii)~~interest upat toa ~~$100.0~~fixed ~~million~~rate ~~in aggregate principal amount~~ of ~~its~~9.75% ~~outstanding~~per ~~2025~~annum ~~Notes~~ and ~~pay~~mature ~~related~~on ~~premiums~~July ~~and expenses~~15, with the remaining net proceeds used for general partnership purposes, including debt repayment. On June 28, 2023, in connection with the early settlement of the Tender Offers, the Issuers used approximately $125.5 million (excluding accrued and unpaid interest and related expenses) of the proceeds from the offering of the 2028 ~~Notes~~when ~~to fund~~ the ~~repurchase~~balance of ~~(i) approximately $21.0 million in aggregate~~ principal ~~amount of 2024 Secured Notes~~ and ~~(ii)~~accrued ~~$100.0~~interest ~~million in aggregate principal amount of the 2025 Notes and pay related premiums. Interest on the 2028 Notes~~ is ~~paid semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2024~~due.

9.75% Senior Notes due 2028 (the “2028 Mirror Issuance Notes”)

On January 16, 2025, the Issuers issued and sold $100.0 million aggregate principal amount of a new series of 9.75% Senior Notes due 2028 in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act to eligible purchasers at a discount. The 2028 Mirror Issuance Notes were issued at ~~98%~~a ofdiscount ~~par~~ for net proceeds of approximately $96.0 million, after deducting the initial purchasers’ discount and estimated offering expenses. The ~~Issuers used the net proceeds from the offering of the~~ 2028 Mirror Issuance Notes tobear ~~redeem~~interest at a ~~portion~~fixed rate of ~~their~~9.75% ~~outstanding~~per ~~2026~~annum ~~Notes~~and mature on ~~May~~July 2415, ~~2025.~~2028 ~~Interest~~when on the ~~2028~~balance ~~Mirror~~of ~~Issuance~~principal ~~Notes is paid semiannually in arrears on January 15~~ and ~~July~~accrued 15interest ofis ~~each year, beginning on July 15, 2025~~due.

8.125% Senior Notes due 2027 (the “2027 Notes”)

On January 20, 2022, the Issuers issued and sold $325.0 million in aggregate principal amount of 2027 Notes, in a private placement pursuant to Section 4(a)(2) of the Securities Act to eligible purchasers at par. ~~Interest~~The onCompany received net proceeds of $319.1 million after deducting the initial purchasers’ discount and offering expenses. Prior to the redemption described below, the 2027 Notes isbore ~~paid~~interest ~~semiannually~~at ina ~~arrears~~fixed onrate ~~January~~of 158.125% per annum and were scheduled to mature on July 15, 2027 when the balance of ~~each~~principal ~~year,~~and ~~beginning~~accrued oninterest ~~July~~would ~~15,~~have ~~2022~~been due.

The Company redeemed all the 2027 Notes in January 2026.

11.00% Senior Notes due 2026 (the “2026 Notes”)

On November 25, 2024, the Issuers completed ~~their~~a ~~previously announced~~ private exchange offer (the “Exchange Offer”) to certain eligible holders, pursuant to which approximately $354.4 million aggregate principal amount of the 2025 Notes were validly tendered by and accepted for exchange from eligible holders for consideration of approximately $354.4 million aggregate principal amount of newly issued 2026 Notes. Prior to the redemptions described below, the 2026 Notes bore interest at a fixed rate of 11.00% per annum and were scheduled to mature on April 15, 2026, when the balance of principal and accrued interest would have been due. The Issuers partially redeemed $150.0 million and $80.0 million on May 24, 2025 and August 12, 2025, respectively, plus accrued and unpaid interest up to but not including the respective redemption date.

OnThe ~~May~~Company ~~24, 2025, the Issuers partially~~ redeemed ~~$150.0~~all ~~million aggregate principal amount of~~ the ~~outstanding~~remaining 2026 Notes atin aJanuary ~~redemption price of par, plus accrued and unpaid interest to, but not including the redemption date~~2026.

21The effective interest rate of all of the Issuers’ senior notes is consistent with the stated rates.

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On August 12, 2025, the Issuers partially redeemed $80.0 million aggregate principal amount of the outstanding 2026 Notes at a redemption price of par, plus accrued and unpaid interest to, but not including the redemption date.

Senior Notes

The ~~2026 Notes, 2027 Notes,~~ 2028 Notes, 2028 Mirror Issuance Notes, ~~and the~~ 2029 Secured Notes and 2031 Notes (collectively, the “Senior Notes”) are subject to certain automatic customary releases, including the sale, disposition, or transfer of capital stock or substantially all of the assets of a subsidiary guarantor, designation of a subsidiary guarantor as unrestricted in accordance with the applicable indenture, exercise of legal defeasance option or covenant defeasance option, liquidation or dissolution of the subsidiary guarantor, and a subsidiary guarantor ceases to both guarantee other Partnership debt and to be an obligor under the revolving credit facility. The Partnership’s operating subsidiaries may not sell or otherwise dispose of all or substantially all of their properties or assets to, or consolidate with or merge into, another company if such a sale would cause a default under the indentures governing the Senior Notes.

The indentures governing the Senior Notes contain covenants that, among other things, restrict the Partnership’s ability and the ability of certain of the Partnership’s subsidiaries to: (i) sell assets; (ii) pay distributions on, redeem or repurchase the Partnership’s equity or redeem or repurchase its subordinated debt; (iii) make investments; (iv) incur or guarantee additional indebtedness or issue preferred units; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from the Partnership’s restricted subsidiaries to the Partnership; (vii) consolidate, merge or transfer all or substantially all of the Partnership’s assets; (viii) engage in transactions with affiliates, and (ix) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. At any time when the Senior Notes are rated investment grade by either Moody’s Investors Service, Inc. (“Moody’s”) or S&P Global Ratings (“S&P”) and no Default or Event of Default, each as defined in the indentures governing the Senior Notes, has occurred and is continuing, many of these covenants will be suspended. As of September 30, 2025, the Partnership was in compliance with all covenants under the indentures governing the Senior Notes.15

U.S. Department of Energy Facility

On January 10, 2025, MRL and the U.S. Department of Energy (the “DOE”), as guarantor and loan servicer, executed a Loan Guarantee Agreement (the “DOE Loan”) for a $1.44 billion guaranteed loan facility to fund the construction and expansion of the renewable fuels facility owned by MRL. The loan guarantee is structured in two tranches, with the first tranche of approximately $781.8 million disbursed on February 18, 2025 (the “Funding Date”) to fund eligible expenses previously incurred by MRL. MRL has the ability to draw additional tranches of up to approximately $658.0 million through a delayed draw construction facility. 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. As of September 30, 2025, the Company has capitalized $23.7 million of accrued interest into the principal balance of the DOE loan in accordance with the terms of the agreement which allows capitalization of up to $232.8 million of interest. Interest expense is calculated based on the total principal balance including any capitalized interest.

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under the revolving credit facility. The Partnership’s operating subsidiaries may not sell or otherwise dispose of all or substantially all of their properties or assets to, or consolidate with or merge into, another company if such a sale would cause a default under the indentures governing the Senior Notes.

The indentures governing the Senior Notes contain covenants that, among other things, restrict the Partnership’s ability and the ability of certain of the Partnership’s subsidiaries to: (i) sell assets; (ii) pay distributions on, redeem or repurchase the Partnership’s equity or redeem or repurchase its subordinated debt; (iii) make investments; (iv) incur or guarantee additional indebtedness or issue preferred equity; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from the Partnership’s restricted subsidiaries to the Partnership; (vii) consolidate, merge or transfer all or substantially all of the Partnership’s assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. At any time when the Senior Notes are rated investment grade by either Moody’s Investors Service, Inc. (“Moody’s”) or S&P Global Ratings (“S&P”) and no Default or Event of Default, each as defined in the indentures governing the Senior Notes, has occurred and is continuing, many of these covenants will be suspended. As of March 31, 2026, the Company and the Issuers were in compliance with all covenants under the indentures governing the Senior Notes.

U.S. Department of Energy Facility

On January 10, 2025, MRL and the U.S. Department of Energy (the “DOE”), as guarantor and loan servicer, executed a Loan Guarantee Agreement (the “DOE Loan”) for a $1.44 billion guaranteed loan facility to fund the construction and expansion of the renewable fuels facility owned by MRL. The loan guarantee is structured in two tranches, with the first tranche of approximately $781.8 million disbursed on February 18, 2025 (the “Funding Date”) to fund eligible expenses previously incurred by MRL. MRL has the ability to draw additional tranches of up to approximately $658.0 million through a delayed draw construction facility. 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. As of March 31, 2026, the Company has capitalized $43.4 million of accrued interest into the principal balance of the DOE loan in accordance with the terms of the agreement which allows capitalization of up to $232.8 million of interest. Interest expense is calculated based on the total principal balance including any capitalized interest.

In connection with the funding of the first tranche under the DOE Loan, MRL terminated (i) the MRL Asset Financing Arrangements, (ii) the MRL Term Loan Credit Agreement, (iii) the MRL Revolving Credit Agreement and (iv) the MRL Supply and Offtake Agreement.

On the Funding Date, the Company used a portion of the proceeds from the first tranche of the DOE Loan to: repurchase all of the equipment associated with the MRL Asset Financing Arrangements; repay the MRL Term Loan Credit Agreement; repay the MRL Revolving Credit Agreement; and repay the MRL Supply and Offtake Agreement.

● repurchase all of the equipment associated with the MRL Asset Financing Arrangements for approximately $392.2 million (including exit fees of $23.0 million);

● repay in full the outstanding loans of approximately $83.8 million under the MRL Term Loan Credit Agreement (including a make-whole premium of approximately $9.4 million and an early termination premium of approximately $0.7 million);

● repay in full the outstanding loans of approximately $26.7 million under the MRL Revolving Credit Agreement; and

● repay in full the outstanding obligations of approximately $32.5 million under the MRL Supply and Offtake Agreement.

Separately, the Company received $40.0 million of cash from Stonebriar Commercial Finance LLC (“Stonebriar”) on the Funding Date in satisfaction of the remaining conditions associated with the Montana Refinery Asset Financing Arrangement.

Shreveport Terminal Asset Financing Arrangement

On July 25, 2025, Calumet Shreveport Refining, LLC (“Calumet Shreveport”), a subsidiary of the Company, entered into a Property Schedule No. 2 (“Property Schedule No. 2”) with Stonebriar, which supplements the Master Lease Agreement, dated as of February 12, 2021 (together with Property Schedule No. 2, the “Lease Agreement”), among Calumet Shreveport and Stonebriar. The Lease Agreement relates to a sale and leaseback transaction (the “Shreveport Terminal Asset Financing Arrangement”) whereby Calumet Shreveport sold and leased back certain of its property comprising the Shreveport refinery fuels terminal, truck rack and related piping and equipment for consideration of approximately $120.0 million. The assets sold and leased back do not include any fuels or specialty production inventory. The Lease Agreement has a seven-year term and requires Calumet Shreveport to make monthly rental payments of approximately $1.8 million, which represents a cost of capital of approximately 10.75% per year. The Lease Agreement provides that, subject to certain conditions, Calumet Shreveport may terminate the lease and repurchase the leased assets after a term of six years for consideration of approximately $42.0 million. Concurrently with Calumet Shreveport’s entry into the Lease Agreement, the Company reaffirmed a Continuing Guaranty in favor of Stonebriar, pursuant to which the Company guarantees to Stonebriar the performance of Calumet Shreveport’s obligations under the Lease Agreement.

Concurrently with the entry into the Lease Agreement, Calumet Shreveport and Stonebriar terminated Property Schedule No. 1, dated as of February 12, 2021 (“Property Schedule No. 1”), among Calumet Shreveport and Stonebriar. The Company applied approximately $40.0 million of the proceeds of the Sale and Leaseback Transaction to pay all of Calumet Shreveport’s outstanding obligations under Property Schedule No. 1.

The Company has recorded the Shreveport Terminal Asset Financing Arrangement as a financial liability in the unaudited condensed consolidated balance sheets.

Montana Refinery Asset Financing Arrangement

On September 30, 2024, Calumet Montana Refining, LLC (“Calumet Montana”), a subsidiary of the Company, entered into a Master Lease Agreement (together with Equipment Schedule No. 1 thereto) with Stonebriar related to a sale and leaseback transaction (the “Montana Refinery Asset Financing Arrangement”). Pursuant to the Montana Refinery Asset Financing Arrangement, Calumet Montana sold to and leased back from Stonebriar certain equipment comprising the specialty asphalt refinery located in Great Falls, Montana (the “Refinery Assets”), for a total purchase price of ~~up to~~ $150.0 million. Calumet Montana received $110.0 million of the total purchase price on September 30, 2024 and the remaining purchase price of $40.0 million on February 18, 2025 in connection with the funding of the first tranche of approximately $782 million under the DOE Facility.

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~~remaining~~The ~~purchase~~arrangement ~~price~~did not qualify as a sale in accordance with ASC 842 because control of ~~$40.0~~the ~~million~~assets ondid ~~February~~not ~~18,~~transfer ~~2025~~to inthe ~~connection~~buyer-lessor, ~~with~~as such the ~~funding~~Company ofhas recorded the ~~first~~Montana ~~tranche~~Refinery ofAsset ~~approximately~~Financing ~~$781.8~~Arrangement ~~million~~as ~~under~~a financial liability in the ~~DOE~~unaudited ~~Facility~~condensed consolidated balance sheets.

The Company has recorded the Montana Refinery Asset Financing Arrangement as a financial liability in the unaudited condensed consolidated balance sheets.

MRL Asset Financing Arrangements

OnIn ~~August 5,~~connection ~~2022,~~with ~~MRL, entered into Equipment Schedule No. 2 (~~the ~~“Equipment~~funding ~~Schedule”)~~of ~~and an Interim Funding Agreement (~~the ~~“Funding~~first ~~Agreement”)~~tranche ~~with Stonebriar. The Equipment Schedule and the Funding Agreement each constitute a schedule~~ under the ~~Master~~DOE ~~Lease Agreement (the “Lease Agreement”) dated as of December 31~~Facility, ~~2021 between~~ MRL ~~and~~terminated ~~Stonebriar.~~the ~~The Equipment Schedule provides that Stonebriar will purchase from and lease back to~~ MRL aAsset ~~hydrocracker,~~Financing ~~intended~~Arrangements ~~to produce renewable diesel~~ and ~~related~~the ~~products,~~Company ~~for~~recorded adebt ~~purchase~~extinguishment ~~price~~costs of ~~$250.0~~approximately ~~million. The Funding Agreement provides~~ $~~100~~34.08 million induring ~~financing for~~ the ~~design~~three ~~and~~months ~~construction~~ended ofMarch a31, ~~feedstock pre-treater facility and $50~~2025.0 ~~million for the construction of a hydrogen plant. The transactions with Stonebriar described in this paragraph are referred to herein as the “MRL asset financing arrangements.”~~

~~On September 30, 2024,~~ MRL ~~entered~~Term ~~into~~Loan ~~the~~Credit Lease Amendment (the “MRL Lease Amendment”) with Stonebriar to amend Equipment Schedule No. 1, dated as of December 30, 2022, Equipment Schedule No. 2, dated as of August 5, 2022, and Equipment Schedule No. 3, dated as of September 29, 2023 (each, an “Equipment Schedule” and, collectively, the “Equipment Schedules”). Each Equipment Schedule sets forth lease terms that incorporate part of that certain Master Lease Agreement, dated as of December 31, 2021, by and among MRL and Stonebriar. The MRL Lease Amendment amended each Equipment Schedule to, among other changes, permit an additional early termination option contingent upon successful additional financing by MRL.

In connection with the funding of the first tranche under the DOE Facility, MRL terminated the MRL ~~Asset~~Term ~~Financing~~Loan ~~Arrangements~~Credit Agreement and the Company recorded debt extinguishment costs of approximately $3412.83 million during the ~~nine~~three months ended ~~September~~March 3031, 2025.

AsMaster ofDerivative ~~December~~Contracts ~~31, 2024, the Company recorded the MRL asset financing arrangements as a financial liability in the unaudited condensed consolidated balance sheets.~~

~~Fourth~~The Company’s payment obligations under all of the Company’s master derivatives contracts for commodity hedging generally are secured by a first priority lien on the Company’s real property, ~~Fifth~~plant and equipment, ~~Sixth~~fixtures, ~~Seventh~~intellectual property, certain financial assets, certain investment property, commercial tort claims, chattel paper, documents, instruments and ~~Eighth~~proceeds ~~Amendments~~of the foregoing (including proceeds of hedge arrangements). The Company had no additional letters of credit or cash margin posted with any hedging counterparty as of March 31, 2026. The Company’s master derivatives contracts and Collateral Trust Agreement (as defined below) continue to ~~Third~~impose ~~Amended~~a number of covenant limitations on the Company’s operating and ~~Restated~~financing ~~Senior~~activities, ~~Secured~~including ~~Revolving~~limitations ~~Credit~~on ~~Facility~~liens on collateral, limitations on dispositions of collateral and collateral maintenance and insurance requirements.

OnCollateral ~~January 17,~~Trust ~~2024, the Company entered into the Fourth Amendment to its revolving credit facility (the “Credit~~ Agreement”) governing its senior secured revolving credit facility maturing in January 2027, which provides maximum availability of credit under the revolving credit facility of $650.0 million, including a FILO tranche, subject to borrowing base limitations, and includes a $500.0 million incremental uncommitted expansion feature. Lenders under the revolving credit facility have a first priority lien on, among other things, the Company’s account receivable and inventory and substantially all of its cash (collectively, the “Credit Agreement Collateral”).

OnThe ~~July~~Company ~~10,~~has ~~2024,~~a incollateral ~~connection~~trust ~~with~~agreement (the ~~completion~~“Collateral ofTrust ~~the~~Agreement”) ~~Conversion,~~which ~~the~~governs ~~Company~~how ~~entered~~various ~~into~~secured ~~the~~Company ~~Fifth~~creditors, ~~Amendment~~including tosecured ~~the~~hedging ~~Credit~~counterparties, ~~Agreement~~our tocreditor ~~among~~on ~~other~~a ~~changes,~~forward ~~(i)~~purchase ~~reflect~~contract ~~the~~for ~~addition~~physical ofcommodities, ~~the Company~~ and ~~the~~holders ~~General~~of ~~Partner~~our as2029 ~~additional~~Secured ~~borrowers~~Notes ~~under~~share ~~the~~collateral ~~Credit~~pledged ~~Agreement,~~as ~~(ii)~~security ~~reflect~~for the ~~addition~~payment of ~~the~~respective ~~Company~~payment ~~and~~obligations ~~the~~to ~~General~~them. ~~Partner~~The ~~as additional grantors of security interests in their respective assets that constitute~~ Collateral ~~(as~~Trust ~~defined in the Credit~~ Agreement, aslimits ~~amended)~~ to ~~secure~~$150.0 ~~the~~million ~~obligations under~~ the ~~Credit~~extent ~~Agreement~~to ~~and~~which ~~related~~forward ~~documents,~~purchase ~~(iii)~~contracts ~~transition~~for ~~certain~~physical ~~responsibilities~~commodities ~~from~~are ~~the~~covered ~~Partnership~~by, toand ~~the~~secured ~~Company~~under, ~~including~~the toCollateral ~~designate~~Trust ~~the~~Agreement ~~Company~~and as the ~~successor~~Parity ~~Borrower~~Lien ~~Agent~~Security Documents (as defined in the ~~Credit~~Collateral ~~Agreement,~~Trust ~~as amended~~Agreement),. ~~and~~There ~~(iv)~~is ~~replace~~no ~~Canadian~~such ~~Dealer~~limit ~~Offered~~on ~~Rate,~~financially orsettled ~~CDOR,~~derivative ~~with~~instruments ~~Term~~used ~~Canadian Overnight Repo Rate Average, or Term CORRA, as an alternate currency rate~~ for ~~which~~commodity ~~Alternate~~hedging. ~~Swingline~~Subject ~~Loans~~to ~~denominated~~certain inconditions ~~Canadian~~set ~~Dollars~~forth ~~may be borrowed under the Credit Agreement (each as defined~~ in the ~~Credit~~Collateral Trust Agreement, asthe ~~amended),~~Company inhas ~~each case, on~~ the ~~terms~~ability ~~and~~to ~~conditions~~add ~~set~~secured ~~forth~~parties infrom ~~the~~time ~~Fifth~~to ~~Amendment~~time.

24Standby Letters of Credit

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On September 30, 2024, in connection with the Montana Refinery Asset Financing Arrangement transaction, the Company entered into the Consent and Sixth Amendment (the “Sixth Amendment”) to the Credit Agreement. The Sixth Amendment amended the Credit Agreement to, among other changes, (i) permit the Montana Refinery Asset Financing Arrangement transaction, and (ii) to remove the Refinery Assets from the determination of the borrowing base under the Credit Agreement, on the terms and conditions set forth in the Sixth Amendment.

On January 6, 2025, the Company entered into the Seventh Amendment to the Credit Agreement to allow for permitted additional investments in Montana Renewables Holdings LLC (“MRHL”) not to exceed $170.0 million in an aggregate amount at any time outstanding in connection with the DOE Facility.

On July 25, 2025, in connection with the Shreveport Terminal Asset Financing Arrangement, the Company entered into the Eighth Amendment to the Third Amended and Restated Credit Agreement, to among other changes, modify the Credit Agreement to permit separately the indebtedness and liens arising from the Shreveport Terminal Asset Financing Arrangement.

The borrowing capacity at September 30, 2025, under the revolving credit facility was approximately $448.8 million. As of September 30, 2025, the Company had outstanding borrowings of $167.6 million under the revolving credit facility and outstanding standby letters of credit of $71.4 million, leaving approximately $209.8 million of unused capacity.

The revolving credit facility contains various covenants that limit, among other things, the Company’s ability to: incur indebtedness; grant liens; dispose of certain assets; make certain acquisitions and investments; redeem or prepay other debt or make other restricted payments such as distributions to unitholders; enter into transactions with affiliates; and enter into a merger, consolidation or sale of assets. Further, the revolving credit facility contains one springing financial covenant which provides that only if the Company’s availability to borrow loans under the revolving credit facility falls below the sum of (a) the greater of (i) (x) 15% of the borrowing base then in effect at the same time that the refinery asset borrowing base component is greater than $0 and (y) 10% of the borrowing base then in effect at any time that the refinery asset borrowing base component is equal to $0 and (ii) $45.0 million (which amount is subject to certain increases) plus (b) the amount of FILO Loans outstanding, then the Company will be required to maintain as of the end of each fiscal quarter a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.0 to 1.0. As of September 30, 2025, the Company was in compliance with all covenants under the revolving credit facility.

Amendment No. 1 to MRL Revolving Credit Agreement

On November 2, 2022, MRL entered into, as borrower, a Credit Agreement (the “MRL Revolving Credit Agreement”) with MRHL, the parent company of MRL, and Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent and lender, which provides for a secured revolving credit facility in the maximum amount of $90.0 million outstanding, secured by accounts receivable, with the option to request additional commitments of up to $15.0 million, and with a maturity date of November 2, 2027.

In connection with the funding of the first tranche under the DOE Facility, MRL terminated the MRL Revolving Credit Agreement and the Company recorded debt extinguishment costs of approximately $0.3 million during the nine months ended September 30, 2025.

Amendment No. 1 to MRL Term Loan Credit Agreement

On April 19, 2023, MRL and MRHL entered into a Credit Agreement (the “MRL Term Loan Credit Agreement”) with a group of financial institutions, including I Squared Capital and Delaware Trust Company, as administrative agent, that provides for a $75.0 million term loan facility with a maturity date of April 19, 2028 (the “Maturity Date”). The MRL Term Loan Credit Agreement provides for a variable interest rate based on the SOFR plus 6.0% to 7.3% per annum. The borrowings under the MRL Term Loan Credit Agreement are repayable in quarterly installments commencing on June 30, 2023, in an amount equal to 0.25% of the outstanding principal amount under the MRL Term Loan Credit Agreement as of each quarterly payment date, plus additional principal payments to the extent MRL has excess cash flows, pursuant to the terms of the MRL Term Loan Credit Agreement. The remaining borrowings under the MRL Term Loan Credit Agreement are repayable on the Maturity Date.

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On July 3, 2024, MRL and MRHL entered into Amendment No. 1 and waiver (the “Amendment”) to the MRL Term Loan Credit Agreement. Pursuant to the Amendment, I Squared and Delaware Trust Company agreed to (i) waive MRL’s obligation to comply with the net total leverage ratio covenant under the MRL Term Loan Credit Agreement (the “Leverage Ratio Covenant”) for the quarter ended June 30, 2024 and (ii) amend the Leverage Ratio Covenant for the quarter ending September 30, 2024 to determine MRL’s compliance with the Leverage Ratio Covenant based on annualized EBITDA (as defined in the MRL Term Loan Credit Agreement) for such quarter rather than EBITDA for the 12-month period ending September 30, 2024.

In connection with the funding of the first tranche under the DOE Facility, MRL terminated the MRL Term Loan Credit Agreement and the Company recorded debt extinguishment costs of approximately $12.3 million during the nine months ended September 30, 2025.

Maturities of Long-Term Debt

As of ~~September~~March 3031, ~~2025~~2026, principal payments on debt obligations and future minimum rentals on finance lease obligations are as follows (in millions):


Year	Maturity
2025	$	7.6
2026	$	24.7
2026		157.1
2027		29.3
2027		522.0
2028		447.6
2029		~~256~~255.09
Thereafter		948.0
2030		74.6
Total Principal Payments	$	2,338.3
Thereafter		1,543.3
Less: Unamortized debt issuance costs and debt discounts		(35.7)
Total Principal Payments	$	2,375.4
Total debt	$	2,302.6
Less: Unamortized debt issuance costs and debt discounts		(43.4)
Total debt	$	2,332.0

2618

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87. Derivatives

The Company is exposed to price risks due to fluctuations in the price of crude oil, refined products, ~~natural~~renewable ~~gas~~products, feedstocks, and ~~precious~~natural ~~metals~~gas. The Company uses various strategies to reduce its exposure to commodity price risk. The strategies to reduce the Company’s risk utilize both physical forward contracts and financially settled derivative instruments, such as swaps, collars, options and futures, to attempt to reduce the Company’s exposure with respect to:

● crude oil and renewable feedstock purchases and sales;

● fuel and renewable fuel product sales and purchases;

●

natural gas purchases;

●

precious metals purchases; and

●

fluctuations in the value of crude oil between geographic regions and between the different types of crude oil such as New York Mercantile Exchange West Texas Intermediate (“NYMEX WTI”), Light Louisiana Sweet, Western Canadian Select (“WCS”), WTI Midland, Mixed Sweet Blend, Magellan East Houston and ICE Brent.

The Company manages its exposure to commodity markets, credit, volumetric and liquidity risks to manage its 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. The changes in fair value of the Company’s derivative instruments will affect its 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. The Company does not speculate with derivative instruments or other contractual arrangements that are not associated with its business objectives.

Speculation is defined as increasing the Company’s natural position above the maximum position of its physical assets or trading in commodities, currencies or other risk bearing assets that are not associated with the Company’s business activities and objectives. The Company’s positions are monitored routinely by a risk management committee to ensure compliance with its stated risk management policy and documented risk management strategies. All strategies are reviewed on an ongoing basis by the Company’s risk management committee, which will add, remove or revise strategies in anticipation of changes in market conditions and/or its risk profiles. Such changes in strategies are to position the Company in relation to its risk exposures in an attempt to capture market opportunities as they arise.

As of ~~September 30~~March 31, 2026 ~~2025~~ and December 31, ~~2024~~ 2025, the Company was obligated to repurchase crude oil and refined products from its counterparties, then in effect, at the termination of the Supply and Offtake Agreements in certain scenarios. The Company has determined that the redemption feature on the initially recognized liability related to the Supply and Offtake Agreements is an embedded derivative indexed to commodity prices. As such, the Company has accounted for these embedded derivatives at fair value with changes in the fair value, if any, recorded in gain (loss) on derivative instruments in the Company’s unaudited condensed consolidated statements of operations. Refer to Note 65 — “Inventory Financing Agreements" for additional information.

The Company recognizes all derivative instruments at their fair values (refer to Note 98 — “Fair Value Measurements”) as either current assets or derivative liabilities or other noncurrent assets, net or other long-term liabilities in the unaudited condensed consolidated balance sheets. Fair value includes any premiums paid or received and unrealized gains and losses. Fair value does not include any amounts receivable from or payable to counterparties, or collateral provided to counterparties. Derivative asset and liability amounts with the same counterparty are netted against each other for financial reporting purposes in accordance with the provisions of our master netting arrangements.

~~For the periods ended September 30, 2025 and December 31, 2024, the Company had no derivative instruments recorded as a net asset in the Company’s unaudited condensed consolidated balance sheets.~~ 19

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The following tables summarize the Company’s gross fair values of its derivative instruments, presenting the impact of offsetting derivative assets in the Company’s unaudited condensed consolidated balance sheets (in millions):

March 31, 2026

December 31, 2025

Gross

Amounts of

Gross

Net Amounts

Amounts of

Gross

Net Amounts

Balance Sheet

Recognized

Amounts

of Assets

Recognized

Amounts

of Assets

 

Location

 

Assets

 

Offset

 

Presented

 

Assets

 

Offset

 

Presented

Derivative instruments not designated as hedges:

Specialty Products and Solutions segment:

Crack spread swaps

Derivative assets

—

6.7

—

6.7

The following tables summarize the Company’s gross fair values of its derivative instruments, presenting the impact of offsetting derivative liabilities in the Company’s unaudited condensed consolidated balance sheets (in millions):


		~~September~~March 3031, ~~2025~~2026						December 31, ~~2024~~2025
		Gross				~~Net Amounts~~		Gross
		Amounts of		Gross		ofNet ~~Liabilities~~Amounts		Amounts of		Gross		Net Amounts
	Balance Sheet	Recognized		Amounts		~~Presented~~of inLiabilities		Recognized		Amounts		of Liabilities
	Location	~~Gross~~Liabilities		Offset ~~in the~~		~~the~~Presented		~~Gross~~Liabilities		Offset ~~in the~~		Presented in
		Amounts of		Consolidated		Consolidated		Amounts of		Consolidated		the
	Balance Sheet	Recognized		Balance		Balance		Recognized		Balance		Consolidated
	Location	Liabilities		Sheets		Sheets		Liabilities		Sheets		Balance Sheets
Derivative instruments not designated as hedges:
Specialty Products and Solutions segment:
Inventory financing obligation	~~Obligations~~Other ~~under~~long-term ~~inventory~~liabilities ~~financing agreements~~(1)	$	—(29.1)	$	~~14.3~~—	$	14(29.31)	$	—	$	523.71	$	523.71
Total derivative instruments		$	—	$	14.3	$	14.3	$	—	$	5.7	$	5.7
Crack spread swaps	Derivative liabilities / Other long-term liabilities		(50.0)		—		(50.0)		—		—		—
Total derivative instruments		$	(79.1)	$	—	$	(79.1)	$	—	$	23.1	$	23.1

(1)

The embedded derivative of the inventory financing obligation is reflected as a component of other long-term liabilities in the condensed consolidated balance sheets. The embedded derivative of the inventory financing obligation was a $29.1 million increase to other long-term liabilities as of March 31, 2026 and a $23.1 million reduction to other long-term liabilities as of December 31, 2025.

Certain of the Company’s outstanding derivative instruments are subject to credit support agreements with the applicable counterparties which contain provisions setting certain credit thresholds above which the Company may be required to post agreed-upon collateral, such as cash or letters of credit, with the counterparty to the extent that the Company’s mark-to-market net liability, if any, on all outstanding derivatives exceeds the credit threshold amount per such credit support agreement. The majority of the credit support agreements covering the Company’s outstanding derivative instruments also contain a general provision stating that if the Company experiences a material adverse change in its business, in the reasonable discretion of the counterparty, the Company’s credit threshold could be lowered by such counterparty. The Company does not expect that it will experience a material adverse change in its business. The cash flow impact of the Company’s derivative activities are included within cash flows from operating activities in the unaudited condensed consolidated statements of cash flows.

Derivative Instruments Not Designated as Hedges

For derivative instruments not designated as hedges, the change in fair value of the asset or liability for the period is recorded to gain (loss) on derivative instruments in the unaudited condensed consolidated statements of operations. Upon the settlement of a derivative not designated as a hedge, the gain or loss at settlement is recorded to gain (loss) on derivative instruments in the unaudited condensed consolidated statements of operations. The Company has entered into crack spread swaps ~~and crude oil basis swaps~~ that dowere not ~~qualify~~designated as cash flow hedges for accounting purposes. However, these instruments provide economic hedges of the purchases and sales of the Company’s natural gas, crude oil, gasoline and refined products.

The Company recorded the following gains (losses) in its unaudited condensed consolidated statements of operations for the three months ended September 30, 2025 and 2024 related to its derivative instruments not designated as hedges (in millions):20


	Amount of Realized Gain (Loss)
	Recognized in Gain (Loss) on				Amount of Unrealized Gain (Loss)
	Derivative				Recognized in Gain (Loss) on Derivative
	Instruments				Instruments
	Three Months Ended September 30,				Three Months Ended September 30,
Type of Derivative	2025		2024		2025		2024
Specialty Products and Solutions segment:
Inventory financing obligation	$	(3.5)	$	(2.8)	$	2.0	$	17.3
Crack spread swaps		—		6.0		—		(3.7)
Montana/Renewables segment:
Inventory financing obligation		—		(1.6)		—		—
Total	$	(3.5)	$	1.6	$	2.0	$	13.6

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The Company recorded the following gains (losses) in its unaudited condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025 related to its derivative instruments not designated as hedges (in millions):


		Amount of Realized Gain (Loss)
		Recognized in Gain (Loss) on						Amount of Unrealized Gain (Loss)
		Derivative						Recognized in Gain (Loss) on Derivative
		Instruments						Instruments
Type of Derivative		2026			2025			2026			2025
Specialty Products and Solutions segment:
Inventory financing obligation		$	(7.0)		$	(1.7)		$	(46.0)		$	0.1
Crack spread swaps			(5.7)			—			(56.7)			—
Montana/Renewables segment:
Inventory financing obligation			—			(5.6)			—			—
Total		$	(12.7)		$	(7.3)		$	(102.7)		$	0.1

The Company recorded the following gains (losses) in its unaudited condensed consolidated statements of operations for the nine months ended September 30, 2025 and 2024, related to its derivative instruments not designated as hedges (in millions):


	Amount of Realized
	Gain (Loss) Recognized in Gain (Loss) on				Amount of Unrealized Gain (Loss)
	Derivative				Recognized in Gain (Loss) on Derivative
	Instruments				Instruments
	Nine Months Ended September 30,				Nine Months Ended September 30,
Type of Derivative	2025		2024		2025		2024
Specialty Products and Solutions segment:
Inventory financing obligation	$	(7.9)	$	(60.5)	$	9.1	$	63.9
Crack spread swaps		—		13.5		—		(11.6)
Montana/Renewables segment:
Inventory financing obligation		(5.6)		4.3		—		—
Total	$	(13.5)	$	(42.7)	$	9.1	$	52.3

Derivative Positions

In November 2025, the Company entered into crack spread swaps sales contracts with a counterparty to reduce its exposure to commodity price risk. At ~~September~~March 3031, ~~2025~~2026, the Company had nothe following notional contract volumes related to outstanding derivative ~~contracts.~~instruments:


				Notional Contract Volumes by
				Year of Maturity
		Total
		Outstanding
		Notional		2026		Unit of Measure
Derivative instruments not designated as hedges:
Crack spread swaps - sales		3,210,000		3,210,000		Barrels


				Notional Contract Volumes by
				Year of Maturity
		Total
		Outstanding
		Notional		2027		Unit of Measure
Derivative instruments not designated as hedges:
Crack spread swaps - sales		1,460,000		1,460,000		Barrels

~~9. Fair Value Measurements~~

8. Fair Value Measurements

In accordance with ASC 820, the Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. These tiers include the following:

●

Level 1 — inputs include observable unadjusted quoted prices in active markets for identical assets or liabilities

●

Level 2 — inputs include other than quoted prices in active markets that are either directly or indirectly observable

●

Level 3 — inputs include unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions

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In determining fair value, the Company uses various valuation techniques and prioritizes the use of observable inputs. The availability of observable inputs varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded and other characteristics particular to the instrument. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants and the valuation does not require significant management judgment. For other financial instruments, pricing inputs are less observable in the marketplace and may require management judgment.

Recurring Fair Value Measurements

There have been no material changes in our Derivative Assets and Liabilities Measurements, Pension Assets, Liability Awards, and Precious Metals Obligations from those previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Derivative instruments are reported in the accompanying unaudited condensed consolidated financial statements at fair value. The Company’s derivative instruments consist of over-the-counter contracts, which are not traded on a public exchange. Substantially all of the Company’s derivative instruments are with counterparties that have long-term credit ratings of at least A3 and BBB+ by Moody’s and S&P, respectively.

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Commodity derivative instruments are measured at fair value using a market approach. To estimate the fair values of the Company’s commodity derivative instruments, the Company uses the forward rate, the strike price, contractual notional amounts, the risk-free rate of return and contract maturity. Various analytical tests are performed to validate the counterparty data. The fair values of the Company’s derivative instruments are adjusted for nonperformance risk and creditworthiness of the counterparty through the Company’s credit valuation adjustment (“CVA”). The CVA is calculated at the counterparty level utilizing the fair value exposure at each payment date and applying a weighted probability of the appropriate survival and marginal default percentages. The Company uses the counterparty’s marginal default rate and the Company’s survival rate when the Company is in a net asset position at the payment date and uses the Company’s marginal default rate and the counterparty’s survival rate when the Company is in a net liability position at the payment date.

Observable inputs utilized to estimate the fair values of the Company’s derivative instruments were based primarily on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Based on the use of various unobservable inputs, principally non-performance risk, creditworthiness of the counterparties and unobservable inputs in the forward rate, the Company has categorized these derivative instruments as Level 3. Significant increases (decreases) in any of those unobservable inputs in isolation would result in a significantly lower (higher) fair value measurement. The Company believes it has obtained the most accurate information available for the types of derivative instruments it holds. Refer to Note 8 — “Derivatives” for further information on derivative instruments.

Pension Assets

Pension assets are reported at fair value in the accompanying unaudited condensed consolidated financial statements. At September 30, 2025 and December 31, 2024, the Company’s investments associated with its pension plan consisted of (i) cash and cash equivalents, (ii) fixed income bond funds, (iii) mutual equity funds, and (iv) mutual balanced funds. The fixed income bond funds, mutual equity funds, and mutual balanced funds that are measured at fair value using a market approach based on quoted prices from national securities exchanges and are categorized in Level 1 of the fair value hierarchy. The fixed income bond funds, mutual equity funds, and mutual balanced funds that are measured at fair value using a market approach based on prices obtained from an independent pricing service are categorized in Level 2 of the fair value hierarchy.

Liability Awards

Stock-based compensation liability awards are awards that are currently expected to be settled in cash on their vesting dates, rather than in common shares (“Liability Awards”). The Liability Awards are categorized as Level 1 because the fair value of the Liability Awards is based on the Company’s quoted closing price per share as of each balance sheet date.

Precious Metals Obligations

The fair value of precious metals obligations is based upon unadjusted exchange-quoted prices and is, therefore, classified within Level 1 of the fair value hierarchy.

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Hierarchy of Recurring Fair Value Measurements

The Company’s recurring assets and liabilities measured at fair value were as follows (in millions):


	~~September~~March 3031, ~~2025~~2026								December 31, ~~2024~~2025
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Derivative assets:
Inventory financing obligation	$	—	$	—	$	14.3	$	14.3	$	—	$	—	$	5.7	$	5.7
Crack spread swaps	$	—	$	—	$	—	$	—	$	—	$	—	$	6.7	$	6.7
Total derivative assets		—		—		14.3		14.3		—		—		5.7		5.7
Inventory financing obligation		—		—		—		—		—		—		23.1		23.1
Pension plan investments		3.4		23.2		—		26.6		3.7		22.2		—		25.9
Total derivative assets		—		—		—		—		—		—		29.8		29.8
Total recurring assets at fair value	$	3.4	$	23.2	$	14.3	$	40.9	$	3.7	$	22.2	$	5.7	$	31.6
Pension plan investments		3.2		22.4		—		25.6		3.3		22.9		—		26.2
Other		0.9		2.7		—		3.6		0.8		2.3		—		3.1
Total recurring assets at fair value	$	4.1	$	25.1	$	—	$	29.2	$	4.1	$	25.2	$	29.8	$	59.1
Liabilities:
Precious metals obligations	$	—	$	—	$	—	$	—	$	(5.2)	$	—	$	—	$	(5.2)
Derivative liabilities:
Liability awards		(37.3)		—		—		(37.3)		(67.8)		—		—		(67.8)
Crack spread swaps	$	—	$	—	$	(50.0)	$	(50.0)	$	—	$	—	$	—	$	—
Total recurring liabilities at fair value	$	(37.3)	$	—	$	—	$	(37.3)	$	(73.0)	$	—	$	—	$	(73.0)
Inventory financing obligation		—		—		(29.1)		(29.1)		—		—		—		—
Total derivative liabilities		—		—		(79.1)		(79.1)		—		—		—		—
Liability awards		(68.7)		—		—		(68.7)		(43.1)		—		—		(43.1)
Total recurring liabilities at fair value	$	(68.7)	$	—	$	(79.1)	$	(147.8)	$	(43.1)	$	—	$	—	$	(43.1)

The table below sets forth a summary of net changes in fair value of the Company’s Level 3 financial assets and liabilities (in millions):


	~~Nine~~For the Three Months Ended ~~September~~March 3031,
	2026	~~2025~~	2025	~~2024~~

Fair value at January 1,	$	29.8	$	6.3
Fair value at January 1,	$	6.3	$	(40.8)
Realized loss on derivative instruments		(12.7)		(7.3)
Realized loss on derivative instruments		(13.5)		(42.7)
Unrealized gain (loss) on derivative instruments		(102.7)		0.1
Unrealized gain on derivative instruments		9.1		52.3
Settlements		6.5		7.3
Settlements		12.4		42.7
Fair value at March 31,	$	(79.1)	$	6.4
Fair value at September 30,	$	14.3	$	11.5
Total gain (loss) included in net income (loss) attributable to changes in unrealized gain (loss) relating to financial assets and liabilities held as of March 31,	$	(102.7)	$	0.1
Total gain (loss) included in net income (loss) attributable to changes in unrealized gain (loss) relating to financial assets and liabilities held as of September 30,	$	9.1	$	52.3

Nonrecurring Fair Value Measurements

Certain non-financial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances~~, such as when there is evidence of impairment~~.

The Company assesses goodwill for impairment annually and whenever events or changes in circumstances indicate its carrying value may not be recoverable. The fair value of the reporting units is determined using the income approach. The income approach focuses on the income-producing capability of an asset, measuring the current value of the asset by calculating the present value of its future economic benefits such as cash earnings, cost savings, corporate tax structure and product offerings. Value indications are developed by discounting expected cash flows to their present value at a rate of return that incorporates the risk-free rate for the use of funds, the expected rate of inflation and risks associated with the reporting unit. These assets would generally be classified within Level 3, in the event that the Company were required to measure and record such assets at fair value within its unaudited condensed consolidated financial statements.22

The Company periodically evaluates the carrying value of long-lived assets to be held and used, including definite-lived intangible assets and property, plant and equipment, when events or circumstances warrant such a review. Fair value is determined primarily using anticipated cash flows assumed by a market participant discounted at a rate commensurate with the risk involved and these assets would generally be classified within Level 3, in the event that the Company was required to measure and record such assets at fair value within its unaudited condensed consolidated financial statements.

The 2.0 million warrants to purchase common stock at an exercise price of $20.00 per share (subject to adjustment) issued to the Sponsor Parties pursuant to the Conversion Agreement were recorded at their fair value on July 10, 2024. The fair value of the warrants was determined using the Black-Scholes option pricing model based on assumptions that

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would generally be classified within Level 3 to record such warrants within Stockholders’ Equity in the unaudited condensed consolidated balance sheets.

Estimated Fair Value of Financial Instruments

Cash, cash equivalents and restricted cash

The carrying value of cash, cash equivalents and restricted cash are each considered to be representative of their fair value.

Debt

The estimated fair value of long-term debt at ~~September 30~~March 31, ~~2025~~2026 and December 31, ~~2024~~2025, consists primarily of senior notes. The estimated fair value of the Company’s 2026 Notes, 2027 Notes, 2028 Notes, 2028 Mirror Issuance Notes, ~~and~~ 2029 Secured Notes, and 2031 Notes defined as Level 2 was based upon quoted prices for identical or similar liabilities in markets that are not active. The carrying value of borrowings, if any, under the Company’s ~~revolving~~Senior ~~credit~~secured ~~facility, MRL~~ revolving credit ~~agreement~~facility, DOE Loan, Shreveport terminal asset financing arrangement, ~~MRL~~Montana terminal asset financing ~~arrangements~~arrangement, ~~MRL term loan credit agreement,~~ Montana refinery asset financing arrangement, and finance lease obligations ~~and other obligations~~ are classified as Level 3. Refer to Note 76 — “Long-Term Debt” for further information on long-term debt.

The Company’s carrying value and estimated fair value of the Company’s financial instruments, carried at adjusted historical cost, were as follows (in millions):


	~~September~~March 3031, ~~2025~~2026					December 31, ~~2024~~2025
	Level	Fair Value		Carrying Value		Fair Value		Carrying Value
Financial Instrument:
2026 Notes, 2027 Notes, 2028 Notes, 2028 Mirror Issuance Notes, and 2029 Secured Notes	2	$	1,080.8	$	1,064.7	$	1,218.3	$	1,196.7
2026 Notes, 2027 Notes, 2028 Notes, 2028 Mirror Issuance Notes, 2029 Secured Notes and 2031 Notes	2	$	1,233.4	$	1,166.2		1,083.7	$	1,065.5
Revolving credit facility	3	$	167.6	$	165.6	$	286.6	$	283.6
Senior secured revolving credit facility	3	$	95.2	$	88.8	$	94.6	$	93.0
MRL revolving credit agreement	3	$	—	$	—	$	—	$	(0.3)
DOE Loan	3	$	825.2	$	805.6	$	815.4	$	795.5
MRL term loan credit agreement	3	$	—	$	—	$	73.7	$	71.4
Shreveport terminal asset financing arrangement	3	$	113.7	$	111.4	$	116.1	$	113.7
DOE Loan	3	$	805.5	$	785.4	$	—	$	—
Montana terminal asset financing arrangement	3	$	19.3	$	19.2	$	22.5	$	22.4
Shreveport terminal asset financing arrangement	3	$	118.5	$	115.9	$	42.1	$	41.6
Montana refinery asset financing arrangement	3	$	140.8	$	139.6	$	142.7	$	141.5
Montana terminal asset financing arrangement	3	$	26.7	$	26.6	$	30.4	$	30.2
Finance lease obligations	3	$	1.2	$	1.2	$	1.9	$	1.9
Montana refinery asset financing arrangement	3	$	143.5	$	142.3	$	108.7	$	108.7
MRL asset financing arrangements	3	$	—	$	—	$	368.1	$	365.4
Finance leases and other obligations	3	$	2.1	$	2.1	$	2.9	$	2.9

329. Earnings Per Share and Stock-Based Compensation

The following table sets forth the computation of basic and diluted earnings per share (in millions, except share and per share data) for the three months ended March 31:


		2026		2025
Numerator for basic and diluted earnings per share:
Net loss	$	(317.0)	$	(162.0)
Denominator for earnings per share:
Weighted average number of basic and diluted common shares outstanding ⁽¹⁾		86,995,431		86,428,634
Earnings per share in net loss:
Basic and diluted	$	(3.64)	$	(1.87)

(1)	Total diluted weighted average common shares outstanding excludes a de-minimis amount of potentially dilutive restricted stock units which would have been anti-dilutive for the three months ended March 31, 2026 and 2025, respectively.

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10Stock-based compensation expense (benefit) is included within general and administrative expense in the unaudited condensed consolidated statements of operations. ~~Earnings~~For ~~Per~~the ~~Share~~periods ended March 31, 2026 and 2025, stock-based compensation expense totaled $37.9 million of expense and $20.9 million of benefit, respectively.

~~The following table sets forth the computation of basic and diluted earnings per share (in millions, except share and per share data):~~


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024			2025		2024
Numerator for basic and diluted earnings per share:
Net income (loss)	$	313.4	$	(100.6)	$	3.5	$	(181.3)
Denominator for earnings per share:
Weighted average number of basic and diluted common shares outstanding (1)		86,901,141		85,530,080		86,710,696		82,158,405
Earnings per share:
Basic and diluted	$	3.61	$	(1.18)	$	0.04	$	(2.21)

10. Segments and Related Information

(1) Total diluted weighted average common shares outstanding excludes a de-minimis amount of potentially dilutive restricted stock units which would have been anti-dilutive for the three and nine months ended September 30, 2024, respectively.

11. Segments and Related Information

Segment Reporting

The Company determines its reportable segments based on how the business is managed internally for the products sold to customers, including how results are reviewed and resources are allocated. ~~This~~Effective isJanuary ~~consistent~~1, ~~with~~2026, the Company reorganized its business segments as a result of a change in how our chief operating decision maker (“CODM”) allocates resources, ~~who~~makes isoperating ~~our~~decisions, ~~Chief~~and ~~Executive~~assesses ~~Officer~~the performance of its business. As a result, ~~allocates~~as ~~resources~~of ~~and~~January ~~makes~~1, ~~decisions.~~2026, ~~The~~the Company’s operations are managed by the CODM using the following reportable segments:

●

Specialty Products and Solutions. The Specialty Products and Solutions segment consists of our customer-focused solutions and formulations businesses, covering multiple specialty product lines, anchored by our unique integrated complex in Northwest Louisiana. In this 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.

●

Montana/Renewables. The Montana/Renewables segment is composed of our Montana Renewables facility and our Great Falls specialty asphalt facility. At our Montana Renewables 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 Montana 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.

●

Performance Brands. The Performance Brands segment includes our fast-growing portfolio of high-quality, high-performing brands. In this segment, we blend, package, and market high performance products through our Royal Purple, Bel-Ray, and TruFuel brands.

● Corporate. The Corporate segment primarily consists of general and administrative expenses not allocated to the Specialty Products and Solutions, Montana/Renewables, or Performance Brands segments.

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operations. The Company believes that this revised definition and calculation better reflects the performance of the Company’s business segments including cash flows because it excludes these non-cash fluctuations. Adjusted EBITDA has been revised for all periods presented to consistently reflect this change.

The accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies as disclosed in Note 2 — “Summary of Significant Accounting Policies,” except that the disaggregated financial results for the reporting segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for the purposes of assisting internal operating decisions. The Company accounts for inter-segment sales and transfers using market-based transfer pricing. The Company will periodically refine its expense allocation methodology for its segment reporting as more specific information becomes available and the industry or market changes. The CODM uses Adjusted EBITDA (a non-GAAP financial measure) to evaluate performance and allocate resources to each segment, primarily through periodic budgeting and segment performance reviews. The Company defines 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.

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Reportable segment information for the three ~~and nine~~ months ended ~~September 30~~March 31, 2026 ~~2025~~ and ~~2024~~2025 is as follows (in millions):


	Specialty
	Products and		Performance		Montana/						Consolidated
Three Months Ended September 30, 2025	Solutions		Brands		Renewables		Corporate		Eliminations		Total
Sales:
External customers	$	679.1	$	79.7	$	319.2	$	—	$	—	$	1,078.0
Inter-segment sales		5.0		0.2		—		—		(5.2)		—
Total sales	$	684.1	$	79.9	$	319.2	$	—	$	(5.2)	$	1,078.0

Cost of sales	$	402.8	$	61.2	$	240.3	$	—	$	—	$	704.3
Gross profit	$	276.3	$	18.5	$	78.9	$	-	$	—	$	373.7

Adjusted EBITDA	$	80.2	$	13.2	$	(5.8)	$	(18.0)	$	—	$	69.6
Reconciling items to net income:
Depreciation and amortization		21.5		1.2		27.9		0.1		—		50.7
LCM / LIFO loss		1.4		1.7		2.0		—		—		5.1
Loss on sale of business		—		6.3		—		0.1		—		6.4
Interest expense		7.1		0.1		15.4		31.0		—		53.6
Debt extinguishment costs		(0.4)		—		(0.1)		—		—		(0.5)
Unrealized gain on derivatives		(2.0)		—		—		—		—		(2.0)
RINs incurrence gain		(192.9)		—		(110.2)		—		—		(303.1)
RINs mark-to-market gain		(16.7)		—		(4.1)		—		—		(20.8)
Other non-recurring (income) expenses												(5.3)
Equity-based compensation and other items												9.5
Income tax benefit												(41.4)
Noncontrolling interest adjustments												4.0
Net income											$	313.4

Capital expenditures	$	21.4	$	—	$	2.1	$	—	$	—	$	23.5
PP&E, net	$	333.0	$	29.7	$	994.6	$	4.7	$	—	$	1,362.0


		Specialty
		Products and			Performance			Montana/			Consolidated
Three Months Ended March 31, 2026		Solutions			Brands			Renewables			Total
Sales:
External customers		$	705.0		$	88.9		$	235.8		$	1,029.7
Inter-segment sales			3.9			0.1			—			4.0
Total sales		$	708.9		$	89.0		$	235.8		$	1,033.7
Inter-segment sales eliminations												(4.0)
Sales											$	1,029.7

Cost of sales ⁽¹⁾		$	645.7		$	66.4		$	242.6
Other segment expenses ⁽¹⁾			9.2			10.0			9.5
Other segment items⁽¹⁾			5.8			(0.1)			(4.0)
Segment Adjusted EBITDA		$	44.3		$	12.6		$	(12.3)			44.6

Reconciling items to net loss:
Corporate expenses and other											$	17.0
Depreciation and amortization												41.4
LCM / LIFO gain												(26.2)
Interest expense												51.1
Debt extinguishment costs												1.7
Unrealized loss on derivatives												102.7
RINs incurrence expense												31.5
RINs mark-to-market loss												115.9
Other												0.5
Equity-based compensation and other items												44.7
Income tax expense												(20.8)
Noncontrolling interest adjustments												2.1
Net loss											$	(317.0)

Capital expenditures		$	0.7		$	—		$	13.7
PP&E, net		$	310.9		$	28.3		$	990.2

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	Specialty
	Products and		Performance		Montana/						Consolidated
Three Months Ended September 30, 2024	Solutions (1)		Brands (2)		Renewables		Corporate		Eliminations		Total
Sales:
External customers	$	714.0	$	80.3	$	306.1	$	—	$	—	$	1,100.4
Inter-segment sales		6.3		0.1		—		—		(6.4)		—
Total sales	$	720.3	$	80.4	$	306.1	$	—	$	(6.4)	$	1,100.4

Cost of sales	$	711.7	$	57.6	$	326.2	$	—	$	—	$	1,095.5
Gross profit (loss)	$	2.3	$	22.7	$	(20.1)	$	—	$	—	$	4.9

Adjusted EBITDA	$	50.7	$	13.6	$	14.6	$	(19.1)	$	—	$	59.8
Reconciling items to net loss:
Depreciation and amortization		17.4		2.2		25.5		0.2		—		45.3
LCM / LIFO loss		4.2		0.8		4.4		—		—		9.4
Interest expense		5.6		—		15.7		36.4		—		57.7
Unrealized gain on derivatives		(13.6)		—		—		—		—		(13.6)
RINs incurrence expense		8.1		—		1.9		—		—		10.0
RINs mark-to-market loss		22.6		—		10.2		—		—		32.8
Other non-recurring expenses												12.1
Equity-based compensation and other items												7.0
Income tax expense												0.7
Noncontrolling interest adjustments												(1.0)
Net loss											$	(100.6)

Capital expenditures	$	9.4	$	0.2	$	8.9	$	0.9	$	—	$	19.4
PP&E, net	$	355.7	$	32.0	$	1,061.1	$	4.5	$	—	$	1,453.3

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	Specialty
	Products and		Performance		Montana/						Consolidated
Nine Months Ended September 30, 2025	Solutions		Brands		Renewables		Corporate		Eliminations		Total
Sales:
External customers	$	1,957.1	$	242.5	$	898.9	$	—	$	—	$	3,098.5
Inter-segment sales		14.9		0.3		—		—		(15.2)		—
Total sales	$	1,972.0	$	242.8	$	898.9	$	—	$	(15.2)	$	3,098.5

Cost of sales	$	1,729.7	$	179.7	$	940.4	$	—	$	—	$	2,849.8
Gross profit (loss)	$	227.4	$	62.8	$	(41.5)	$	-	$	—	$	248.7

Adjusted EBITDA	$	203.3	$	42.5	$	(24.5)	$	(58.5)	$	—	$	162.8
Reconciling items to net income:
Depreciation and amortization		56.4		4.4		84.0		0.5		—		145.3
LCM / LIFO (gain) loss		5.6		2.5		(5.0)		—		—		3.1
(Gain) loss on sale of business		—		(58.1)		—		2.3		—		(55.8)
Interest expense		16.4		0.1		48.8		99.7		—		165.0
Debt extinguishment costs		(0.4)		—		47.5		0.1		—		47.2
Unrealized gain on derivatives		(9.1)		—		—		—		—		(9.1)
RINs incurrence gain		(158.6)		—		(98.8)		—		—		(257.4)
RINs mark-to-market loss		99.4		—		45.7		—		—		145.1
Other non-recurring expenses												2.1
Equity-based compensation and other items												6.1
Income tax benefit												(40.8)
Noncontrolling interest adjustments												8.5
Net income											$	3.5

Capital expenditures	$	47.8	$	0.7	$	13.9	$	0.5	$	—	$	62.9
PP&E, net	$	333.0	$	29.7	$	994.6	$	4.7	$	—	$	1,362.0


		Specialty
		Products and			Performance			Montana/
Three Months Ended March 31, 2025		Solutions			Brands			Renewables			Total
Sales:
External customers		$	650.1		$	82.1		$	261.7		$	993.9
Inter-segment sales			4.8			—			—			4.8
Total sales		$	654.9		$	82.1		$	261.7		$	998.7
Inter-segment sales eliminations												(4.8)
Sales											$	993.9

Cost of sales ⁽¹⁾		$	585.0		$	56.7		$	269.9
Other segment expenses ⁽¹⁾			8.7			9.7			13.1
Other segment items⁽¹⁾			0.1			(0.1)			(7.7)
Segment Adjusted EBITDA		$	56.3		$	15.8		$	(13.6)			58.5

Reconciling items to net loss:
Corporate expenses and other											$	20.4
Depreciation and amortization												46.7
LCM / LIFO gain												(0.1)
Gain on sale of business												(62.2)
Interest expense												58.5
Debt extinguishment costs												47.6
Unrealized gain on derivatives												(0.1)
RINs incurrence expense												30.4
RINs mark-to-market loss												86.8
Other												3.2
Equity-based compensation and other items												(13.5)
Income tax expense												0.4
Noncontrolling interest adjustments												2.4
Net loss											$	(162.0)

Capital expenditures		$	12.0		$	0.2		$	7.9
PP&E, net		$	344.4		$	31.0		$	1,032.6

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	Specialty
	Products and		Performance		Montana/						Consolidated
Nine Months Ended September 30, 2024	Solutions		Brands		Renewables		Corporate		Eliminations		Total
Sales:
External customers	$	2,141.8	$	256.1	$	842.0	$	—	$	—	$	3,239.9
Inter-segment sales		18.3		0.3		—		—		(18.6)		—
Total sales	$	2,160.1	$	256.4	$	842.0	$	—	$	(18.6)	$	3,239.9

Cost of sales	$	2,015.1	$	186.0	$	891.6	$	—	$	—	$	3,092.7
Gross profit (loss)	$	126.7	$	70.1	$	(49.6)	$	—	$	—	$	147.2

Adjusted EBITDA	$	170.6	$	41.1	$	9.9	$	(58.9)	$	—	$	162.7
Reconciling items to net loss:
Depreciation and amortization		53.1		6.5		76.3		0.7		—		136.6
LCM / LIFO loss		1.3		0.8		6.8		—		—		8.9
Interest expense		17.3		0.1		48.7		109.2		—		175.3
Debt extinguishment costs		0.1		—		—		0.2		—		0.3
Unrealized gain on derivatives		(52.3)		—		—		—		—		(52.3)
RINs incurrence expense		20.4		—		4.1		—		—		24.5
RINs mark-to-market gain		(16.9)		—		(9.2)		—		—		(26.1)
Other non-recurring expenses (1)												72.1
Equity-based compensation and other items												4.4
Income tax expense												1.4
Noncontrolling interest adjustments												(1.1)
Net loss											$	(181.3)

Capital expenditures	$	41.0	$	0.8	$	25.1	$	2.7	$	—	$	69.6
PP&E, net	$	355.7	$	32.0	$	1,061.1	$	4.5	$	—	$	1,453.3

(1) For the nine months ended September 30, 2024, other non-recurring expenses included a $56.2 million realized loss on derivatives related to the embedded derivatives for our inventory financing arrangements.

Geographic Information

International sales accounted for less than ten percent of consolidated sales in the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025.

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The Company offers specialty, fuels, renewable fuels and packaged products primarily in categories consisting of lubricating oils, solvents, waxes, gasoline, diesel, jet fuel, asphalt, heavy fuel oils, renewable fuels, high-performance branded products, and other specialty and fuels products.

The following table sets forth the major product category sales for each segment for the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 (dollars in millions):


	Three Months Ended ~~September~~March 3031,
	~~2025~~2026				~~2024~~2025

Specialty Products and Solutions:
Lubricating oils	$	~~183~~191.58	1718.06	%	$	~~192~~202.52	1720.53	%
Solvents		97107.79	910.15	%		~~106~~104.17	910.65	%
Waxes		3739.08	3.49	%		38.82	3.58	%
Fuels, asphalt and other by-products		~~360~~365.95	3335.5	%		~~376~~305.60	3430.37	%
Total	$	~~679~~705.10	6368.05	%	$	~~714~~650.01	6465.93	%
Montana/Renewables:
Gasoline	$	3534.86	3.34	%	$	4032.85	3.73	%
Diesel		2931.64	23.70	%		3123.04	2.84	%
Jet fuel		64.58	0.65	%		54.32	0.54	%
Asphalt, heavy fuel oils and other		4222.98	42.02	%		5136.30	43.76	%
Renewable fuels		~~204~~142.42	1913.08	%		~~177~~165.76	16.17	%
Total	$	~~319~~235.28	2922.69	%	$	~~306~~261.17	2726.84	%

Performance Brands:	$	7988.79	78.46	%	$	8082.31	78.3	%

Consolidated sales	$	1,~~078~~029.07	100.0	%	$	~~1,100~~993.49	100.0	%

The following table sets forth the major product category sales for each segment for the nine months ended September 30, 2025 and 2024 (dollars in millions):


	Nine Months Ended September 30,
	2025				2024

Specialty Products and Solutions:
Lubricating oils	$	576.0	18.6	%	$	598.1	18.5	%
Solvents		303.9	9.8	%		318.0	9.8	%
Waxes		115.4	3.7	%		117.9	3.6	%
Fuels, asphalt and other by-products		961.8	31.0	%		1,107.8	34.2	%
Total	$	1,957.1	63.1	%	$	2,141.8	66.1	%
Montana/Renewables:
Gasoline	$	101.8	3.3	%	$	110.0	3.4	%
Diesel		79.4	2.6	%		87.9	2.7	%
Jet fuel		15.4	0.5	%		14.8	0.5	%
Asphalt, heavy fuel oils and other		123.5	4.0	%		118.5	3.7	%
Renewable fuels		578.8	18.7	%		510.8	15.7	%
Total	$	898.9	29.1	%	$	842.0	26.0	%

Performance Brands:	$	242.5	7.8	%	$	256.1	7.9	%

Consolidated sales	$	3,098.5	100.0	%	$	3,239.9	100.0	%

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Major Customers

During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, the Company had no customer that represented 10% or greater of consolidated sales.

Major Suppliers

During the three ~~and nine~~ months ended ~~September 30~~March 31, 2026 and March 31, 2025, the Company had four suppliers that supplied approximately 8898.08% and 88.28%, ~~respectively,~~ of its crude oil supply~~. During the three and nine months ended September 30~~, ~~2024, the Company had three suppliers that supplied approximately 90.8% and 83.8%,~~ respectively~~, of its crude oil supply~~.

11. Income Taxes

12. Income Taxes

Calumet, Inc. is a corporation and is subject to U.S. federal and state income taxes. Income taxes are accounted for under the asset and liability method. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using enacted tax rates in effect for the taxing jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered or settled. The Company recognizes the financial statement effects of a tax position when it is more likely than not, based on technical merits, that the position will be sustained upon examination. Net deferred tax assets are then reduced by a valuation allowance if the Company believes it is more likely than not such net deferred tax assets will not be realized. The Company assessed the realizability of the deferred tax assets (“DTAs”) and concluded that a full valuation allowance for the net DTAs is deemed appropriate as the DTAs, except for as described below, is deemed appropriate as the DTAs were not more likely than not to be realized under relevant accounting standards.

During the quarter ended September 30, 2025, the Company reassessed the realizability of its deferred tax assets from previously unutilized clean fuel production credits (“CFPCs”). As a result of the successful monetization of a portion of these credits through a third-party sale under Section 6418 of the Internal Revenue Code, the Company obtained sufficient positive evidence to support the realization of certain deferred tax assets that were previously subject to a valuation allowance. Accordingly, the Company reversed the valuation allowance, resulting in a corresponding income tax benefit recognized in the unaudited condensed consolidated statements of operations. The reversal reflects management’s updated assessment that it is more likely than not that the related deferred tax assets will be realized based on the availability of a reliable monetization for the credits and the receipt of proceeds from the sale transaction in September 2025. 27

On July 10, 2024, the Company completed the Conversion pursuant to which it became the parent holding company of the Partnership. Following the Conversion, the Company’s sole material asset is the partnership interests in the Partnership, which for U.S. federal, state and local income tax purposes passes its net taxable income and related tax credits, if any, through to its partners for inclusion in the partners’ tax returns. The Partnership is also subject to and reports entity level taxes in certain states. The income tax burden on the earnings taxed to the noncontrolling interest holders is not reported by the Company in its unaudited condensed consolidated financial statements under U.S. GAAP. As a result, the Company’s effective tax rate differs materially from the statutory rate.

Sale of Transferable Tax Credits

In September 2025, the Company sold $25.0 million in transferable non-refundable tax credits. The Company does not expect any material recapture risk associated with the credits sold, and no contingent liabilities have been recorded as of the reporting date.

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Prior to the quarter ended September 30, 2025, the Company maintained a full valuation allowance on its CFPCs. As a result of the successful monetization of its CPFCs during 2025 through third-party sales under Section 6418 of the Internal Revenue Code, the Company obtained sufficient positive evidence to support the realization of certain deferred tax assets that were previously subject to a valuation allowance. Accordingly, the Company released a portion of the valuation allowance related to those deferred tax assets.

Income Tax Expense

~~Income~~Historically, ~~tax~~we ~~benefit~~have ~~for~~calculated the ~~three~~provision ~~and~~for ~~nine~~income ~~months~~taxes ~~ended~~during ~~September~~interim ~~30,~~reporting ~~2025,~~periods ~~was~~by ~~$41.4~~applying ~~million~~an ~~and~~estimate ~~$40.8~~of ~~million,~~the ~~respectively.~~annual ~~Income~~effective tax ~~expense~~rate for the ~~three~~full ~~and~~year ~~nine~~to ~~months~~income ~~ended~~(loss) ~~September~~for ~~30,~~the ~~2024,~~interim ~~was $0~~period.7 ~~million~~In ~~and~~the ~~$1.4~~first ~~million,~~quarter ~~respectively. The~~of ~~effective~~2026, ~~tax~~we ~~rate~~concluded ~~for~~that ~~the~~we ~~three~~could ~~and~~not ~~nine~~calculate ~~months~~a ~~ended~~reliable ~~September~~estimate ~~30,~~of ~~2025,~~our ~~was~~annual ~~15.2%~~effective ~~and~~tax ~~109.4%,~~rate ~~respectively.~~due ~~The~~to ~~effective~~inability ~~tax~~to ~~rate~~forecast ~~for~~ the ~~three~~impacts ~~and~~of ~~nine~~various ~~months~~mark-to-market ~~ended~~items ~~September~~and ~~30,~~their ~~2024,~~impact ~~was~~on ~~(0.7)%~~our business and ~~(0.8)%,~~results ~~respectively~~of operations. ~~Prior~~Accordingly, towe computed the ~~Conversion~~effective ontax ~~July~~rate ~~10,~~for ~~2024,~~ the ~~Partnership~~three-month ~~was~~period ~~not~~ending ~~subject~~March to31, ~~U.S.~~2026 ~~federal~~using ~~income~~actual ~~tax~~results. ~~whereas~~Income ~~following~~tax ~~the~~benefit ~~Conversion,~~for the ~~Company~~three ismonths ~~generally~~ended ~~subject~~March 31, 2026 towas U$20.S8 million. ~~federal~~Income ~~income~~ tax asexpense afor ~~corporation.~~the ~~The~~three ~~lower~~months ~~effective~~ended ~~tax~~March 31, 2025 ~~rate~~was ~~compared~~$0.4 tomillion. ~~the~~The ~~statutory~~effective tax ~~rates~~rate isfor ~~primarily related to~~ the ~~valuation~~three ~~allowance~~months ~~that~~ended ~~offsets~~March 31, 2026 ~~the~~and ~~deferred~~2025, ~~tax~~was ~~benefit~~6.2% ~~that~~and ~~would~~(0.3)%, ~~otherwise be recorded~~respectively.

One Big Beautiful Bill Act

On July 4, 2025, the United States Congress passed budget reconciliation bill H.R. 1 referred to as the One Big Beautiful Bill Act (the "“OBBB"”). The OBBB contains several changes to corporate taxation. The Company has assessed the ~~impacts~~impact of the OBBB, the provisions that impact us the most are the following:

●

extension of the clean fuel production credit through December 31, 2029;

●

requirement that feedstocks for fuel produced after December 31, 2025 must be produced or grown exclusively in the U.S., Mexico, or Canada in order for such fuel to be eligible for the clean fuel production credit;

●

elimination of the special clean fuel production credit rate for SAF produced after December 31, 2025;

●

clean fuel production credits remain available for transfer and direct pay; and

●

changes to limitations on deductions for interest expense.

We have evaluated the effects of the legislation on our financial position, results of operations or liquidity in the future; the effects of OBBB will not have a material impact on our financial position, results of operations and liquidity in ~~2025~~2026.

1312. Unrestricted Subsidiaries

As defined in the indentures governing the Company’s outstanding senior notes, an unrestricted subsidiary means MRHL, MRL and any other subsidiary of the Company, other than Calumet Finance Corp., that is designated by the governing body of the General Partner as an unrestricted subsidiary, but only to the extent that such subsidiary:

●

has no indebtedness other than non-recourse debt owing to any person other than the Company or any of its restricted subsidiaries, except to the extent permitted by the indentures of the senior notes;

●

is not party to any agreement, contract, arrangement or understanding with the Company or any restricted subsidiary of the Company unless the terms of any such agreement, contract, arrangement or other understanding are no less favorable to the Company or such restricted subsidiary than those that might be obtained at the time from persons who are not affiliates of the Company, except to the extent permitted by the indentures of the senior notes;

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●

is a person with respect to which neither the Company nor any of its restricted subsidiaries has any direct or indirect obligation (a) to subscribe for additional equity interests or (b) to maintain or preserve such person’s financial condition or to cause such person to achieve any specified levels of operating results, except to the extent permitted by the indentures of the senior notes; and

●

has not guaranteed or otherwise directly or indirectly provided credit support for any indebtedness of the Company or any of its restricted subsidiaries.

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As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, respectively, MRHL and MRL were the only unrestricted subsidiaries of the Company. In accordance with the indentures governing the Company’s outstanding senior notes, the following tables set forth certain financial information of (i) the Company and its restricted subsidiaries, on a combined basis, (ii) the Company’s unrestricted subsidiaries, on a combined basis, and (iii) the Company and its subsidiaries, on a consolidated basis, in each case, as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, respectively (dollars in millions):


	Parent
	Company and
	Restricted		Unrestricted				Consolidated
September 30, 2025	Subsidiaries		Subsidiaries		Eliminations		Total
March 31, 2026	Subsidiaries		Subsidiaries		Eliminations		Total
Cash and cash equivalents	$	8.6	$	86.0	$	—	$	94.6

Restricted cash	$	—	$	80.0	$	—	$	80.0
Cash and cash equivalents	$	5.0	$	133.6	$	—	$	138.6
Accounts receivable - trade	$	247.4	$	16.5	$	—	$	263.9
Restricted cash	$	—	$	40.0	$	—	$	40.0
Accounts receivable - other	$	14.8	$	—	$	—	$	14.8
Accounts receivable, net:	$	357.6	$	0.8	$	—	$	358.4
Inventory	$	~~346~~341.97	$	5327.28	$	—	$	~~400~~369.15
Prepaid expenses and other current assets	$	2118.50	$	53.24	$	—	$	2621.74
Property, plant and equipment, net	$	~~652~~621.17	$	~~709~~714.97	$	—	$	1,~~362~~336.04
Other noncurrent assets, net	$	~~465~~437.59	$	2652.38	$	—	$	~~491~~490.87
Accounts payable	$	~~259~~329.17	$	~~336~~326.62	$	(~~297~~302.06)	$	~~298~~353.73
Accrued interest payable	$	28.9	$	—	$	—	$	28.9
Other current liabilities	$	89.1	$	2.9	$	—	$	92.0
Accrued salaries, wages and benefits	$	66.1	$	—	$	—	$	66.1
Current portion of long-term debt	$	32.5	$	0.1	$	—	$	32.6
Current portion of RINs obligation	$	133.0	$	—	$	—	$	133.0
Other long-term liabilities	$	280.6	$	4.5	$	—	$	285.1
Other current liabilities	$	92.4	$	2.0	$	—	$	94.4
Long-term debt, less current portion	$	1,493.4	$	903.8	$	(97.8)	$	2,299.4
Current portion of long-term debt	$	155.1	$	0.1	$	—	$	155.2
Redeemable noncontrolling interest	$	—	$	250.6	$	—	$	250.6
Other long-term liabilities	$	257.3	$	2.6	$	—	$	259.9
Stockholders' equity	$	(371.3)	$	(515.0)	$	(156.9)	$	(1,043.2)
Long-term debt, less current portion	$	1,361.6	$	883.6	$	(97.8)	$	2,147.4
Redeemable noncontrolling interest	$	—	$	245.6	$	—	$	245.6
Stockholders' equity	$	(45.0)	$	(493.4)	$	(156.9)	$	(695.3)


	Parent
	Company and
	Restricted		Unrestricted				Consolidated
December 31, 2024	Subsidiaries		Subsidiaries		Eliminations		Total
December 31, 2025	Subsidiaries		Subsidiaries		Eliminations		Total
Cash and cash equivalents	$	87.96	$	29117.25	$	—	$	38125.1
Restricted cash	$	—	$	780.80	$	—	$	780.80
Accounts receivable - trade	$	~~219~~206.24	$	2218.50	$	—	$	~~241~~224.74
Accounts receivable - other	$	24.5	$	11.9	$	—	$	36.4
Inventory	$	341.0	$	44.2	$	—	$	385.2
Inventory	$	379.9	$	36.4	$	—	$	416.3
Prepaid expenses and other current assets	$	21.5	$	6.8	$	—	$	28.3
Prepaid expenses and other current assets	$	20.5	$	5.2	$	—	$	25.7
Property, plant and equipment, net	$	637.7	$	715.3	$	—	$	1,353.0
Property, plant and equipment, net	$	688.2	$	750.6	$	—	$	1,438.8
Operating lease right-of-use assets	$	216.9	$	7.3	$	—	$	224.2
Other noncurrent assets, net	$	~~539~~92.47	$	1412.0	$	—	$	~~553~~104.47
Accounts payable	$	~~279~~236.53	$	~~484~~344.39	$	(~~443~~299.07)	$	~~320~~281.85
Accrued interest payable	$	44.4	$	1.0	$	—	$	45.4
Other taxes payable	$	15.5	$	2.2	$	—	$	17.7
Accrued salaries, wages and benefits	$	94.7	$	—	$	—	$	94.7
Other current liabilities	$	16.1	$	5.0	$	—	$	21.1
Obligations under inventory financing agreements	$	—	$	32.0	$	—	$	32.0
Current portion of operating lease liabilities	$	61.9	$	2.3	$	—	$	64.2
Current portion of RINs obligation	$	245.4	$	—	$	—	$	245.4
Current portion of long-term debt	$	156.1	$	0.1	$	—	$	156.2
Other current liabilities	$	85.1	$	4.7	$	—	$	89.8
Long-term operating lease liabilities	$	156.4	$	5.0	$	—	$	161.4
Current portion of long-term debt	$	16.4	$	19.1	$	—	$	35.5
Long-term debt, less current portion	$	1,281.4	$	893.7	$	(97.8)	$	2,077.3
Other long-term liabilities	$	295.4		0.8	$	—	$	296.2
Long-term debt, less current portion	$	1,646.7	$	516.0	$	(98.0)	$	2,064.7
Redeemable noncontrolling interest	$	—	$	245.6	$	—	$	245.6
Stockholders' equity	$	(~~249~~78.76)	$	(~~425~~497.92)	$	(36156.39)	$	(~~711~~732.97)

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The following table sets forth certain financial information of the Company’s unrestricted subsidiaries, on a combined basis, for the periods presented (in millions):


	Three Months Ended ~~September~~March 3031,						~~Nine Months Ended September 30,~~
	~~2025~~2026			~~2024~~			~~2025~~	2025		~~2024~~
		Restricted		Unrestricted		Consolidated			Restricted		Unrestricted		Consolidated
Sales	$	204.3		$	177.7		$	578.8		$	510.9

Cost of sales		245.8			180.9			672.2			544.3
Sales	$	878.5	$	151.2	$	1,029.7		$	828.3	$	165.6	$	993.9
Gross profit (loss)		(41.5)			(3.2)			(93.4)			(33.4)
Cost of sales		950.1		167.1		1,117.2			883.2		192.1		1,075.3
Operating costs and expenses:
Gross profit (loss)		(71.6)		(15.9)		(87.5)			(54.9)		(26.5)		(81.4)
General and administrative		2.2			6.9			20.7			20.3
Operating costs and expenses:
Other operating expense		1.7			4.0			3.6			6.8
Selling		12.3		—		12.3			12.3		—		12.3
Operating loss		(45.4)			(14.1)			(117.7)			(60.5)
General and administrative		59.9		6.1		66.0			2.4		9.7		12.1

Gain on sale of business		—		—		—			(62.2)		—		(62.2)
Other income (expense):
Other operating expense		3.7		1.8		5.5			3.6		1.5		5.1
Interest expense		(18.8)			(25.9)			(61.7)			(72.4)
Operating loss		(147.5)		(23.8)		(171.3)			(11.0)		(37.7)		(48.7)
Gain (loss) on derivative instruments		—			(1.6)			(5.6)			4.3

Debt extinguishment costs		0.1			—			(47.5)			—
Other income (expense):
Other income		1.6			0.1			4.3			0.6
Interest expense		(33.1)		(18.0)		(51.1)			(33.7)		(24.8)		(58.5)
Total other expense		(17.1)			(27.4)			(110.5)			(67.5)
Debt extinguishment costs		(1.7)		—		(1.7)			—		(47.6)		(47.6)
Net loss before income taxes		(62.5)			(41.5)			(228.2)			(128.0)
Loss on derivative instruments		(115.4)		—		(115.4)			(1.6)		(5.6)		(7.2)
Income tax benefit		(40.1)			—			(40.1)			—
Other income		0.5		1.2		1.7			(0.4)		0.8		0.4
Net loss	$	(22.4)		$	(41.5)		$	(188.1)		$	(128.0)
Total other expense		(149.7)		(16.8)		(166.5)			(35.7)		(77.2)		(112.9)
Net loss before income taxes		(297.2)		(40.6)		(337.8)			(46.7)		(114.9)		(161.6)
Income tax (benefit) expense		2.2		(23.0)		(20.8)			0.4		—		0.4
Net loss	$	(299.4)	$	(17.6)	$	(317.0)		$	(47.1)	$	(114.9)	$	(162.0)

1413. Redeemable Noncontrolling Interest

On August 5, 2022 (the “Closing Date”), MRHL issued and sold 12,500,000 preferred units (“Preferred Units”) in MRHL to an affiliate of Warburg Pincus LLC for $250.0 million for an immediate cash payment of $200.0 million and the agreement to pay the remaining $50.0 million in cash not later than October 3, 2022 (the “Deferred Purchase Price”) in exchange for a Percentage Interest of 14.2% in MRHL. The Company received the cash payment for the Deferred Purchase Price on October 3, 2022. The Preferred Units are not interest bearing and carry certain minimum return thresholds.

Holders of the Preferred Units are entitled to receive a preferred return equal to the greater of (i) an internal rate of return, or IRR (as defined in the Second Amended and Restated Limited Liability Company Agreement of MRHL (the “Second A&R LLC Agreement”), equal to 8.0% and (ii) a multiple on invested capital, or MOIC (as defined in the Second A&R LLC Agreement), initially equal to 1.35 and increasing by 0.01 each anniversary of the Closing Date up to a maximum MOIC equal to 1.40 on or after the fifth anniversary of the Closing Date (the “Preferred Return”). Pursuant to the Second A&R LLC Agreement, MRHL is required to distribute all Available Cash (as defined in the Second A&R LLC Agreement), to the members of MRHL (the “Members”) in the following priority: (i) 37.5% to the holders of the Preferred Units and 62.5% to all other Members pro rata based on their Percentage Interests (as defined in the Second A&R LLC Agreement) until the holders of the Preferred Units receive the Preferred Return and (ii) thereafter, 100.0% to the Members pro rata based on their Percentage Interests. Additionally, pursuant to the Second A&R LLC Agreement the Company is required to make distributions to the members sufficient to enable them to pay, on a quarterly basis, federal, state and local taxes arising from the allocations made to such members. Further, such distributions are determined by the Company and shall be made within thirty (30) days after the close of each applicable quarter. Any tax liability distributions shall be treated as an advance against, and shall reduce the amount of, the next distribution that the members would otherwise receive pursuant to the agreement.

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At any time following the fifth anniversary of the Closing Date, if MRHL has not had an Initial Public Offering or Change of Control (each as defined in the Second A&R LLC Agreement), Warburg has the right to initiate an Initial Public Offering or Change of Control transaction pursuant to the terms of the Second A&R LLC Agreement. Upon the closing of a Qualified Initial Public Offering (as defined in the Second A&R LLC Agreement), each of MRHL and Warburg have the right to elect to convert all (but not less than all) of the Preferred Units (i) first by MRHL paying each holder of Preferred Units an amount in cash equal to such holder’s Preferred Return (to the extent not already paid) and (ii) thereafter, the Preferred Units automatically convert into the same number of common units of MRHL and will be entitled to participate in any distributions of Available Cash to the Members in proportion to their respective Percentage Interests. The Second A&R LLC Agreement also provides certain drag-along rights in connection with a Change of Control, subject to a minimum preferred return requirement for certain transactions that are consummated before the third anniversary of the Closing Date.

The redeemable noncontrolling interest in MRHL is reflected as temporary equity in the unaudited condensed consolidated balance sheets due to the redemption features ~~described above and included a balance of $245~~.6 ~~million as of September 30, 2025 and December 31, 2024, respectively, which represents the amount recorded for the Preferred Units at their issuance date fair value, net of issuance costs.~~ As of the reporting date, there are no triggering, change of control, early redemption or monetization events that are probable that would require us to revalue the Preferred Units.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026. Stockholders should read the following discussion and analysis of our financial condition and results of operations in conjunction with our ~~2024~~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~~; and Corporate~~. For additional information, see Note 1110 — “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 ~~Great Falls~~ 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 ~~Montana~~ 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. ~~Our Corporate segment primarily consists of general and administrative expenses not allocated to the Specialty Products and Solutions, Performance Brands or Montana/Renewables segments.~~

Recent Developments

~~One~~9.75% ~~Big~~Senior ~~Beautiful~~Notes ~~Bill~~due ~~Act~~2031

On ~~July~~January 412, ~~2025~~2026, ~~the~~Calumet ~~United~~Specialty ~~States~~Products ~~Congress~~Partners, ~~passed~~L.P. ~~budget~~(the ~~reconciliation~~“Partnership”) ~~bill~~and HCalumet Finance Corp.R (“Finance Corp.” 1and, ~~referred~~together towith asthe Partnership, the ~~One~~“Issuers”), ~~Big~~each ~~Beautiful~~a ~~Bill~~subsidiary ~~Act~~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 “~~OBBB~~2031 Notes”). ~~The~~in ~~OBBB~~a ~~contains~~private ~~several~~placement ~~changes~~conducted pursuant to ~~corporate~~Rule ~~taxation. The~~144A ~~Company~~and ~~has~~Regulation ~~assessed~~S under the ~~impacts~~Securities Act of 1933, as amended (the ~~OBBB,~~“Securities Act”). The Company subsequently redeemed all of the ~~provisions~~Issuers’ ~~that~~outstanding ~~impact~~11.00% usSenior Notes due 2026 (the ~~most~~“2026 ~~are~~Notes”) and 8.125% Senior Notes due 2027 (the ~~following:~~“2027 Notes”) in January 2026.

●On ~~extension~~March 17, 2026, the Issuers issued and sold $150.0 million aggregate principal amount of additional 2031 Notes (the ~~clean~~“Additional ~~fuel~~Notes”) ~~production~~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 ~~through~~facility. ~~December~~See 31Note 6 — “Long-Term Debt” under Part I, ~~2029;~~Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.

●Ninth ~~requirement~~Amendment ~~that feedstocks for fuel produced after December 31, 2025 must be produced or grown exclusively in the U.S., Mexico, or Canada in order for such fuel~~ to beThird ~~eligible~~Amended ~~for~~and ~~the~~Restated ~~clean~~Credit ~~fuel production credit;~~Agreement

●On ~~elimination~~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 ~~special~~“Credit ~~clean~~Agreement”), ~~fuel~~by ~~production~~and ~~credit~~among ~~rate~~Calumet ~~for~~GP, ~~SAF~~LLC, ~~produced~~Calumet ~~after~~Specialty ~~December~~Products 31Partners, ~~2025;~~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

~~● clean fuel production credits remain available for transfer and direct pay; and~~33

● changes to limitations on deductions for interest expense.

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~~Sale~~limitations, (iii) revise certain covenants, representations and ~~Leaseback~~warranties, ~~Transaction~~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 July 25, 2025, Calumet~~ Shreveport ~~Refining,~~Supply LLC (“Calumet Shreveport”), a subsidiary of the Company, entered into a Property Schedule No. 2 (“Property Schedule No. 2”) with Stonebriar, which supplements the Master Lease Agreement, dated as of February 12, 2021 (together with Property Schedule No. 2, the “Lease Agreement”), among Calumet Shreveport and ~~Stonebriar.~~Offtake ~~The Lease~~ Agreement relates to a sale and leaseback transaction (the “Shreveport Terminal Asset Financing Arrangement”) whereby Calumet Shreveport sold and leased back certain of its property comprising the Shreveport refinery fuels terminal, truck rack and related piping and equipment for consideration of approximately $120.0 million. The assets sold and leased back do not include any fuels or specialty production inventory. The Lease Agreement has a seven-year term and requires Calumet Shreveport to make monthly rental payments of approximately $1.8 million, which represents a cost of capital of approximately 10.75% per year. The Lease Agreement provides that, subject to certain conditions, Calumet Shreveport may terminate the lease and repurchase the leased assets after a term of six years for consideration of approximately $42.0 million. Concurrently with Calumet Shreveport’s entry into the Lease Agreement, the Company reaffirmed a Continuing Guaranty in favor of Stonebriar, pursuant to which the Company guarantees to Stonebriar the performance of Calumet Shreveport’s obligations under the Lease Agreement.

~~Concurrently~~On ~~with~~March ~~the~~30, ~~entry~~2026, ~~into~~ the ~~Lease~~Company ~~Agreement,~~entered ~~Calumet~~into ~~Shreveport~~the ~~and~~Second ~~Stonebriar~~Omnibus ~~terminated~~Amendment ~~Property~~Agreement ~~Schedule~~with NoJ. 1,Aron ~~dated~~and asthe ofother ~~February~~parties 12thereto, ~~2021~~to ~~(“Property~~extend ~~Schedule~~the ~~No.~~expiration ~~1”),~~date ~~among~~of ~~Calumet~~the Shreveport Supply and ~~Stonebriar.~~Offtake ~~The~~Agreement ~~Company~~to ~~applied~~January ~~approximately~~31, ~~$40~~2030.0 ~~million~~Refer ofto ~~the~~Note ~~proceeds~~5 of— ~~the~~“Inventory ~~Shreveport Terminal Asset~~ Financing ~~Arrangement~~Agreements” tofor ~~pay~~additional ~~all of Calumet Shreveport’s outstanding obligations under Property Schedule No~~information. 1.

46Crack 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:


					Avg. Strike Price ($/bbl)
Period of		Total Outstanding			for 2-1-1 Crack Spread Swap
Maturity		Notional Volumes (bpd)			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.

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~~11.00%~~First ~~Senior~~Quarter ~~Notes due~~ 2026 Update

On May 24, 2025, Calumet Specialty Products Partners, L.P. and Calumet Finance Corp. (collectively, the “Issuers”) partially redeemed $150.0 million aggregate principal amount of the outstanding 11.00% Senior Notes due 2026 (the “2026 Notes”) at a redemption price of par, plus accrued and unpaid interest to, but not including, the redemption date.

9.75% Senior Notes due 2028

On January 16, 2025, the Issuers issued $100.0 million aggregate principal amount of a new series of the Issuers’ 9.75% Senior Notes due 2028 (the “2028 Mirror Issuance Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act. The 2028 Mirror Issuance Notes were issued at 98% of par for net proceeds of approximately $96.0 million, after deducting the initial purchasers’ discount and estimated offering expenses. The Company used the net proceeds from the offering of the Notes to redeem a portion of the Issuers’ outstanding 2026 Notes on May 24, 2025.

U.S. Department of Energy Facility

On January 10, 2025, MRL and the DOE, as guarantor and loan servicer, executed the DOE Loan for a $1.44 billion guaranteed loan facility to fund the construction and expansion of the renewable fuels facility owned by MRL. The loan guarantee is structured in two tranches, with the first tranche of approximately $781.8 million disbursed on February 18, 2025 (the “Funding Date”) to fund eligible expenses previously incurred by MRL. MRL has the ability to draw additional tranches of up to $658.0 million through a delayed draw construction facility from the beginning of construction in 2025 through the anticipated completion of the MaxSAFTM project in 2028, which includes a series of discrete, modular projects to enhance MRL’s SAF capacity. Under the MaxSAFTM project, we are planning to increase SAF capacity to approximately 150 million gallons per year within two years and approximately 300 million gallons at the completion of the project. The second tranche under the DOE Loan is subject to the achievement of certain milestone conditions. As a result, we can provide no assurance on the funding of the second tranche under the DOE Loan. 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. As of September 30, 2025, the Company has capitalized $23.7 million of accrued interest into the principal balance of the DOE loan in accordance with the terms of the agreement which allows capitalization of up to $232.8 million of interest. Interest expense is calculated based on the total principal balance including any capitalized interest.

The DOE Loan is secured by substantially all of MRL’s assets, and a pledge from MRHL over its right, title and interests to 100% of the equity interests of MRL. The DOE Loan contains events of default that are customary in nature for financings of this type, including, among other things, (a) the non-payment of principal or interest, (b) material violations of covenants, (c) material breaches of representations and warrants, (d) certain bankruptcy events and (e) certain change of control events.

The DOE Loan is also subject to amortization events that are customary in nature for financings of this type, including (a) failure to maintain financial ratios, (b) disposition of certain assets and (c) failure to meet certain project milestones. The occurrence of an amortization event or an event of default could result in accelerated amortization of the DOE Loan, and the occurrence of an event of default could, in certain instances, result in the liquidation of the collateral securing the DOE Loan.

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On the Funding Date, the Company used a portion of the proceeds from the first tranche of the DOE Loan to:

● repurchase all of the equipment associated with the MRL Asset Financing Arrangements for approximately $392.2 million (including exit fees of $23.0 million);

● repay in full the outstanding loans of approximately $26.7 million under the MRL Revolving Credit Agreement; and

● repay in full the outstanding obligations of approximately $32.5 million under the MRL Supply and Offtake Agreement.

Separately, the Company received $40.0 million of cash from Stonebriar on the Funding Date in satisfaction of the remaining conditions associated with the Montana Refinery Asset Financing Arrangement.

Refer to Note 7 — “Long-Term Debt” for further information regarding the MRL Asset Financing Arrangements, the MRL Term Loan Credit Agreement and MRL Revolving Credit Agreement. Refer to Note 6 — “Inventory Financing Agreements” for further information regarding the MRL Supply and Offtake Agreement.

Third Quarter 2025 Update

Outlook and Trends

~~During~~We believe the ~~third~~business ~~quarter~~is ofwell ~~2025~~positioned to deliver improved performance, ~~our~~supported ~~business~~by ~~benefited~~a ~~from~~diversified ~~improvement~~customer inbase, ~~commodity~~a ~~margins~~resilient ~~relative~~specialty toportfolio, and the ~~second~~benefits ~~quarter~~of ~~and~~multi-year ~~continued~~capital investments that continue to enhance operational reliability. In addition, the current strength in ~~specialty~~fuel cracks is expected to provide a meaningful tailwind to commodity margins. ~~Demand~~Near-term ~~for~~performance ~~our~~is ~~products~~expected ~~remains~~to ~~strong~~be ~~across~~influenced ~~the~~by ~~enterprise.~~volatility ~~Our~~in ~~Specialty~~feedstock ~~Products~~costs, &which ~~Solutions~~can ~~segment~~create ~~achieved~~temporary amargin ~~quarterly~~compression ~~production~~in ~~record~~certain ~~during~~specialty products; however, we expect proactive pricing actions to support margin recovery as these increases are realized. During the ~~third~~first quarter of ~~2025~~2026, operations at our Shreveport facility were temporarily suspended across significant portions of the plant as wea ~~continue~~precaution to ~~benefit~~protect ~~from~~our ~~enhanced~~employees ~~operational~~and ~~performance~~equipment following the ~~capital~~discovery ~~investments~~of weorganic ~~have~~chlorides ~~made~~in ~~over~~feedstock ~~the~~tanks, ~~past~~resulting ~~few~~in ~~years~~an onestimated ~~projects~~loss ~~designed~~of toapproximately ~~improve~~750,000 ~~asset~~barrels ~~reliability~~of production. ~~Also~~Following extensive product testing, ~~our~~asset ~~Montana~~inspections, ~~Renewables~~and repairs, the facility ~~continued~~resumed tofull ~~outperform~~operations ~~its~~in ~~operational~~early ~~cost~~April ~~target~~2026 ofand ~~$0.70~~is currently processing over 50,000 barrels per ~~gallon~~day. The Company continues to work with third-party experts to investigate the source of the contamination.

InAt ~~our~~Montana ~~Specialties Products and Solutions and Performance Brands segments~~Renewables, we continue to ~~benefit~~meet ~~from~~or anoutperform ~~attractive~~our ~~specialty~~operational ~~product~~cost ~~margin~~targets ~~environment.~~prior ~~Compared~~ to the ~~second~~start ~~quarter,~~of our ~~fuels~~MaxSAF® ~~and~~150 ~~asphalt~~expansion ~~business~~and ~~benefitted~~turnaround ~~from~~that ~~improved~~began ~~commodity~~in ~~margins.~~early ~~Demand~~March, ~~for~~while ~~our~~demonstrating ~~products~~success in ~~these~~monetizing ~~businesses~~Section ~~remained~~45Z ~~strong~~Clean inFuel ~~comparison~~Production toTax ~~historical~~Credits ~~averages~~(“CFPCs”). ~~and~~The weMaxSAF® ~~continue~~150 toexpansion ~~leverage~~and ~~the~~turnaround ~~benefits~~was ofsuccessfully ~~our~~completed ~~fully~~in ~~integrated~~approximately ~~specialty~~48 ~~business~~days inand ~~this~~the ~~market.~~facility Weresumed ~~expect~~production in the ~~current~~second ~~margin~~quarter ~~environment~~of ~~for~~2026. ~~both~~Our ~~specialty~~overall ~~products~~enhanced ~~and~~operational ~~fuel~~performance ~~based~~is ~~products~~a todirect ~~continue~~result ~~into~~of ~~the~~our ~~fourth~~focus ~~quarter~~on ofoperational ~~2025,~~excellence ~~offset~~since bywe ~~normal~~completed ~~seasonal~~commissioning ~~weakness~~in 2023.

In our ~~Montana/Renewables~~Specialties ~~segment,~~Products weand ~~maintain~~Solutions ~~our~~and ~~outlook~~Performance ofBrands ~~strong demand for renewable fuel products~~segments, ~~including those~~ we ~~produce.~~continue Weto ~~believe~~benefit ~~long-term~~from ~~demand~~an ~~for~~attractive ~~renewable~~specialty ~~fuel~~product ~~products~~margin ~~will~~environment, ~~continue~~although tomargins ~~grow~~were astemporarily acompressed ~~result~~in of the ~~increased~~first ~~Federal~~quarter ~~policy~~due ~~focus~~to onfeedstock ~~domestic~~headwinds. ~~fuel~~Our ~~production,~~fuels ~~expansion of both voluntary~~ and ~~mandatory~~asphalt ~~corporate~~business ~~decarbonization~~was ~~targets,~~also ~~particularly~~impacted by the ~~global~~temporary ~~aviation~~Shreveport ~~industry~~production issues, ~~strategic~~partially ~~alignment~~offsetting ~~with~~improved ~~the~~commodity ~~agricultural~~margins. ~~industry~~Demand asfor aour ~~source~~products ofin ~~renewable~~these ~~feedstocks,~~businesses ~~broad~~remained ~~sustainability~~strong ~~initiatives,~~ and ~~Federal,~~we ~~State,~~continue ~~Provincial~~to ~~and~~leverage ~~local~~the ~~governmental~~benefits ~~mandates~~of ~~and~~our ~~incentives~~fully ~~that~~integrated ~~have~~specialty ~~been~~business ~~passed or announced~~ in ~~North~~this ~~America and globally~~market. InWe ~~aviation,~~expect ~~forecasted SAF availability falls short of~~ the ~~necessary~~current ~~emissions~~margin ~~reductions~~environment ~~that~~for ~~would~~both bespecialty ~~required~~products ~~to reach established decarbonization~~ and~~/or~~ ~~net~~fuel-~~zero~~based ~~goals,~~products ~~which~~to ~~will~~continue ~~drive~~to ~~SAF~~be ~~pricing.~~volatile Wein ~~believe~~the ~~that our advantage as a first~~near-~~mover~~term indue to the ~~renewable~~Iran ~~fuels~~conflict ~~market~~impacting ~~positions~~global usfeedstocks asand athe ~~key~~Company ~~producer~~continues ~~for~~to ~~potential~~implement ~~offtake~~price ~~partners~~increases tothat ~~help~~began ~~them~~in ~~reach~~the ~~their~~first ~~announced~~quarter ~~targets~~of 2026.

~~Our~~In our Montana/Renewables ~~specialty~~segment, ~~asphalt~~we ~~facility~~believe ~~continues~~long-term demand for renewable fuel products will continue to begrow ~~favorably~~supported ~~impacted~~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 ~~result~~source of ~~our~~renewable ~~strategic~~feedstocks, ~~location~~sustainability ~~and~~initiatives, ~~timely~~transportation ~~export~~fuel cleanliness including ongoing reduction in particulates, and expansion of ~~wholesale~~both ~~volumes~~voluntary and mandatory corporate decarbonization targets, particularly for hard-to-abate sectors including the global aviation industry. We believe that our advantage as ~~well~~a first-mover in sustainable aviation fuels market positions us as ~~the~~a ~~retail~~preferred ~~asphalt~~supplier ~~and~~to ~~paving~~our ~~season~~potential offtake partners’ SAF strategies. ~~These~~The ~~improvements~~start-up ~~were~~of ~~offset~~our byMaxSAF® 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.

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tighter WCS-WTI differentials in comparison to historical averages. The facility remains strategically advantaged due to its local access to cost-advantaged Canadian conventional crude oil, while producing additional fuels and refined products for delivery into the regional market. Due to its strategic location and logistical capabilities, we believe that our Montana specialty asphalt facility is well-positioned to continue to serve long-standing customers in the regional market.

As we have experienced in the past several years, our integrated business model and diversified product portfolio provides an advantaged response to changing market conditions. While we are not immune to the impacts of an economic downturn, we believe our specialty business is well positioned in periods of raw material volatility, which can negatively impact short-term margins, and a variety of economic conditions.

Contingencies

For a summary of litigation and other contingencies, refer to Note 54 — “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.

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Financial Results

We reported net ~~income~~loss of $~~313~~317.40 million in the ~~third~~first quarter ~~2025~~2026 versus a net loss of $~~100~~162.60 million in the ~~third~~first quarter ~~2024~~2025. WeNet ~~reported~~loss ~~Adjusted EBITDA (as defined~~ in ~~Note 11 — “Segments and Related Information” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements”) of $69.6 million in~~ the ~~third~~first quarter ~~2025~~of ~~versus~~2026 ~~$59.8~~was ~~million~~significantly inimpacted ~~the~~by ~~third quarter 2024. We generated cash from operating activities of $23.5 million in~~ the ~~third~~following ~~quarter 2025 versus using~~ non-cash ~~from operating activities of $15.5 million in the third quarter of 2024.~~ 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 $8044.23 million in the ~~third~~first quarter ~~2025~~2026 versus $5056.73 million in the ~~third~~first quarter ~~2024~~2025. Compared to the ~~third~~prior ~~quarter of 2024~~period, Specialty Products and Solutions ~~third~~first quarter ~~2025~~2026 segment Adjusted EBITDA was ~~favorably~~negatively impacted by compressed margins driven by higher ~~fuels~~crude ~~margins~~oil costs and ~~record~~reduced ~~operational~~ 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 $1710.12 million in the ~~third~~first quarter ~~2025~~2026 ~~versus~~compared to $143.63 million in the ~~third~~prior ~~quarter 2024~~period. ~~Our~~Compared to the prior year, Montana/Renewables ~~specialty~~segment ~~asphalt~~Adjusted ~~business~~EBITDA with Tax Attributes was favorably impacted asby aimproved ~~result~~margins ofon ~~timely~~renewable ~~export~~fuel ofsales ~~wholesale~~and ~~volumes~~a asreduction ~~well~~in asthe acarbon ~~strong~~intensity ~~retail~~(“CI”) ~~asphalt~~of ~~and~~produced ~~paving season~~fuels. The ~~segment~~CI asimprovements awere ~~whole~~achieved ~~has~~in ~~sustained~~part through the ~~favorable~~purchase ~~benefit~~ of ~~operating~~renewable ~~cost~~electricity ~~improvements~~credits, ~~highlighted~~which byenhance the ~~significant~~businesses’ ~~cost~~CI ~~reductions~~score ~~for~~and ~~wash~~supported ~~water~~higher net realizations under applicable credit and ~~process~~regulatory ~~materials~~programs. asThis aimpact ~~result~~was ofpartially ~~improving~~offset ~~certain~~by ~~operating~~lower ~~unit~~volumes ~~efficiency~~as ata ~~both~~result ~~our~~of ~~Montana~~the ~~Renewables~~planned ~~facility~~shutdown ~~and~~for ~~legacy~~the ~~Montana~~MaxSAF® ~~specialty~~150 ~~asphalt~~expansion ~~facility~~project. ~~Montana/Renewables~~Overall, the segment ~~Adjusted~~continued ~~EBITDA~~to ~~with~~benefit ~~Tax~~from ~~Attributes~~operating ~~was~~cost ~~affected~~improvements byrealized ~~the~~through ~~phase~~prior ~~out~~year ofinitiatives. ~~the~~As ~~Blender~~discussed above, EPA’s ~~Tax~~final ~~Credit~~Renewable Volume Obligation (“~~BTC~~RVO”) ~~and~~has ~~the~~been ~~introduction~~received offavorably by the ~~Section~~market, ~~45Z~~contributing ~~Clean~~to ~~Fuel~~improved ~~Production~~market ~~Tax~~pricing ~~Credit~~for ~~(“PTC”)~~renewable fuels and related credit values. ~~While~~These ~~the~~conditions ~~BTC~~supported ~~provided~~renewable ~~for~~fuel amargins ~~static~~during ~~credit~~the ofperiod ~~approximately~~and ~~$1.00~~increased ~~per~~market ~~gallon~~confidence onin ~~renewable~~industry ~~diesel~~fundamentals. ~~and~~Adjusted ~~SAF~~EBITDA ~~sales,~~in the ~~value~~legacy ofspecialty ~~the~~asphalt ~~PTC~~business iswas alargely ~~variable~~flat, ~~function~~as ofgains ~~feedstock~~in ~~carbon~~fuel ~~intensity~~margins ~~measures.~~were ~~The~~offset ~~estimated~~by ~~value~~weaker ofasphalt ~~the~~margins ~~PTCs~~as wea ~~generated~~result infrom the ~~third~~lag ~~quarter~~in ofasphalt ~~2025~~price ~~was~~increases ~~approximately~~during ~~$0.50~~a ~~per~~period ~~gallon~~of rapidly rising crude oil prices.

Performance Brands segment Adjusted EBITDA was $1312.26 million in the ~~third~~first quarter ~~2025~~2026 versus $1315.68 million in the ~~third quarter 2024. The change primarily reflects the divestiture of the Royal Purple Industrial (“RPI”) business at the end of the~~ first quarter of 2025~~. As a result~~, ~~third~~despite ~~quarter~~the ~~2025~~prior ~~results~~year doperiod ~~not~~including ~~include~~ contributions from the ~~RPI~~divested ~~business.~~Royal ~~Results~~Purple inIndustrial our Performance Brands segment were favorably impacted from the strong volume growth across high performance products, in particular our TruFuel product line and our integrated Bel-Ray and private label industrial businesses. This segment continues to benefit from strong unit margins, reflective of stabilized input costs in our branded and consumer markets.

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~~Total~~business. ~~Corporate~~Excluding ~~costs~~the ~~represented~~divested abusiness, ~~loss~~underlying ofmargin ~~$18.0~~performance ~~million~~improved, ofsupported ~~Adjusted~~by ~~EBITDA~~stronger inTruFuel ~~the~~results ~~third~~driven ~~quarter~~by ~~2025~~stabilized ~~versus~~input acosts ~~loss~~and ofresilient ~~$19~~pricing.1 ~~million~~This ofsegment ~~Adjusted~~continues ~~EBITDA~~to instrengthen ~~the~~its ~~third~~position ~~quarter~~in ~~2024~~consumer channels.

Liquidity Update

As of ~~September~~March 3031, ~~2025~~2026, we had total liquidity of $~~384~~462.48 million comprised of $94138.6 million of unrestricted cash, $8040.0 million of restricted cash and $~~209~~284.82 million of availability under our credit ~~facilities~~facility. As of ~~September~~March 3031, ~~2025~~2026, our revolving credit ~~facilities~~facility had a $~~448~~425.87 million borrowing base, $7146.43 million in outstanding standby letters of credit and $~~167~~95.62 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 ~~third~~first quarter ~~2025~~2026, we recorded ana ~~accrued~~loss ~~benefit~~ of $~~333~~140.31 million for ~~RIN~~RINs in cost of sales in the unaudited condensed statements of operations, as compared to ana ~~accrued~~loss ~~expense~~ of $4297.84 million for RINs in the ~~third~~first quarter ~~2024~~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 1312 — “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

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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 87 — “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 (ef) 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.

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Results of Operations for the Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~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 ~~September~~March 3031,

~~Nine Months Ended September 30,~~

~~2025~~2026

~~2024~~2025

% Change

~~2025~~

~~2024~~

~~% Change~~

(In bpd)

~~(In bpd)~~

Total sales volume (1)

9187,~~605~~028

9285,~~275~~547

(01.7)

~~88,662~~

~~88,720~~

~~(0.1)~~

Facility production:

Specialty Products and Solutions:

Lubricating oils

1112,~~803~~331

1211,~~118~~368

(28.6)5

~~11,705~~

~~11,703~~

—

Solvents

87,~~120~~250

7,~~731~~528

5(3.07)

~~7,876~~

~~7,527~~

~~4.6~~

Waxes

1,~~650~~418

1,~~324~~142

24.62

~~1,374~~

~~1,403~~

~~(2.1)~~

Fuels, asphalt and other by-products

4334,~~130~~622

3834,~~004~~451

130.5

~~37,382~~

~~35,245~~

~~6.1~~

Total Specialty Products and Solutions

6455,~~703~~621

5954,~~177~~489

92.31

~~58,337~~

~~55,878~~

~~4.4~~

Montana/Renewables:

Gasoline

34,~~639~~205

3,~~516~~706

313.5

~~3,520~~

~~3,521~~

—

Diesel

23,~~766~~157

2,~~808~~494

(126.5)6

~~2,675~~

~~2,805~~

~~(4.6)~~

Jet fuel

~~696~~308

~~483~~417

44(26.1)

~~576~~

~~517~~

~~11.4~~

Asphalt, heavy fuel oils and other

43,~~094~~617

43,~~046~~750

1(3.25)

~~3,919~~

~~4,090~~

~~(4.2)~~

Renewable fuels

117,~~187~~853

119,~~488~~932

(220.69)

~~11,059~~

~~10,513~~

~~5.2~~

Total Montana/Renewables

2219,~~382~~140

2220,~~341~~299

0(5.27)

~~21,749~~

~~21,446~~

~~1.4~~

Performance Brands

1,~~583~~724

1,~~787~~618

~~(11~~6.4)6

~~1,621~~

~~1,755~~

~~(7.6)~~

Total facility production

8876,~~668~~485

8376,~~305~~406

60.41

~~81,707~~

~~79,079~~

~~3.3~~

(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.

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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 ~~September~~March 3031,				~~Nine Months Ended September 30,~~
	~~2025~~2026		~~2024~~2025			~~2025~~		~~2024~~
	~~(In millions)~~
Sales	$	1,~~078~~029.07	$	~~1,100~~993.49	$	~~3,098.5~~	$	~~3,239.9~~
Cost of sales		~~704~~1,117.32		1,~~095~~075.53		~~2,849.8~~		~~3,092.7~~
Gross profit		373.7		4.9		248.7		147.2
Gross profit (loss)		(87.5)		(81.4)
Operating costs and expenses:
Selling		1012.93		1412.93		~~35.4~~		~~43.7~~
General and administrative		3166.40		4012.21		~~84.6~~		~~101.0~~
(Gain) loss on sale of business		6.4		—		(55.8)		—
Gain on sale of business		—		(62.2)
Other operating expense		25.15		65.91		~~11.3~~		~~17.1~~
Operating income (expense)		322.9		(57.1)		173.2		(14.6)
Operating income (loss)		(171.3)		(48.7)
Other income (expense):
Interest expense		(5351.61)		(5758.75)		~~(165.0)~~		~~(175.3)~~
Debt extinguishment costs		0(1.57)		—(47.6)		~~(47.2)~~		~~(0.3)~~
Gain (loss) on derivative instruments		(1.5)		15.2		(4.4)		9.6
Loss on derivative instruments		(115.4)		(7.2)
Other (income) expense		3.7		(0.3)		6.1		0.7
Other income		1.7		0.4
Total other expense		(50166.95)		(42112.89)		~~(210.5)~~		~~(165.3)~~
Net income (loss) before income taxes		272.0		(99.9)		(37.3)		(179.9)
Net loss before income taxes		(337.8)		(161.6)
Income tax (benefit) expense		(4120.48)		0.74		~~(40.8)~~		~~1.4~~
Net income (loss)	$	313.4	$	(100.6)	$	3.5	$	(181.3)
Net loss	$	(317.0)	$	(162.0)
EBITDA	$	~~365~~(253.28)	$	(666.50)	$	~~241.1~~	$	~~103.5~~
Adjusted EBITDA	$	6927.6	$	5938.81	$	~~162.8~~	$	~~162.7~~
Adjusted EBITDA with Tax Attributes	$	9250.51	$	5955.80	$	~~224.0~~	$	~~162.7~~

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.

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~~Management~~We ~~believes~~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 ~~distributions~~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.

During the first quarter of 2025, the CODM changed the definition and calculation of Adjusted EBITDA to exclude RINs incurrence expense (see item (k) below). The Company’s RINs incurrence expense is calculated by multiplying the RINs obligation in the period incurred (based on actual results) by the spot price on the day the RINs obligation is incurred for each accounting period. The resulting non-cash incurrence expenses are included in cost of sales in the statement of operations. The Company believes that this revised definition and calculation better reflects the performance of the Company’s business segments including cash flows because it excludes these non-cash fluctuations. Adjusted EBITDA has been revised for all periods presented to consistently reflect this change.

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 ~~Production Tax Credits~~CFPCs, less the difference between the notional value of any ~~Production~~CFPCs ~~Tax Credits~~ 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 76 — “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.

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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).


	Three Months Ended ~~September~~March 3031,				~~Nine Months Ended September 30,~~
	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
	~~(In millions)~~
Reconciliation of Net income (loss) to EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes
Net income (loss)	$	313.4	$	(100.6)	$	3.5	$	(181.3)
Net loss	$	(317.0)	$	(162.0)
Add:
Interest expense		5351.61		5758.75		~~165.0~~		~~175.3~~
Depreciation and amortization		3932.69		3537.71		~~113.4~~		~~108.1~~
Income tax (benefit) expense		(4120.48)		0.74		~~(40.8)~~		~~1.4~~
EBITDA	$	~~365~~(253.28)	$	(666.50)	$	~~241.1~~	$	~~103.5~~
Add:
LCM / LIFO loss	$	5.1	$	9.4	$	3.1	$	8.9
LCM / LIFO gain	$	(26.2)	$	(0.1)
Unrealized gain on derivative instruments		(2.0)		(13.6)		(9.1)		(52.3)
Unrealized (gain) loss on derivative instruments		102.7		(0.1)
Debt extinguishment costs		(01.5)7		—47.6		~~47.2~~		~~0.3~~
Amortization of turnaround costs		118.15		9.6		~~31.9~~		~~28.5~~
(Gain) loss on sale of business		6.4		—		(55.8)		—
Gain on sale of business		—		(62.2)
RINs incurrence (gain) expense		(303.1)		10.0		(257.4)		24.5
RINs incurrence expense		31.5		30.4
RINs mark-to-market (gain) loss		(20.8)		32.8		145.1		(26.1)
RINs mark-to-market loss		115.9		86.8
Equity-based compensation and other items		944.57		7(13.05)		~~6.1~~		~~4.4~~
Other non-recurring (income) expenses (1)		(5.3)		12.1		2.1		72.1
Other		0.5		3.2
Noncontrolling interest adjustments		42.01		(12.0)4		~~8.5~~		~~(1.1)~~
Adjusted EBITDA	$	6927.6	$	5938.81	$	~~162.8~~	$	~~162.7~~
Tax attributes (2)		22.9		—		61.2		—
Tax attributes (1)		22.5		16.9
Adjusted EBITDA with Tax Attributes	$	9250.51	$	5955.80	$	~~224.0~~	$	~~162.7~~

(1) ~~For~~Tax attribute amounts reflect 100% of the ~~nine~~notional ~~months~~value ~~ended~~of ~~September~~CFPCs ~~30,~~generated ~~2024,~~for ~~other~~each ~~non-recurring~~respective ~~expenses~~period ~~included~~presented aless ~~$56~~any discounts on the sale of CFPCs.2 ~~million~~The CFPCs can be realized ~~loss~~by onapplying ~~derivatives~~the ~~related~~credits to the ~~embedded~~Company’s ~~derivatives~~federal ~~for~~income ~~our~~tax ~~inventory~~liability ~~financing~~or ~~arrangements~~sold in a secondary market at a discounted rate.

(2) Tax attribute amounts reflect 100% of the notional value of Production Tax Credits generated for each respective period presented less any discounts on the sale of PTCs. The PTCs can be realized by applying the credits to the Company’s tax expense or sold in a secondary market at a discounted rate.42

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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).


	Three Months Ended ~~September~~March 3031,				~~Nine Months Ended September 30,~~
	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
	(In Millions)
Reconciliation of Montana/Renewables Segment Net income (loss) to Segment Adjusted EBITDA and Segment Adjusted EBITDA with Tax Attributes:
	(Unaudited)
Montana/Renewables Segment Net loss	$	(45.4)	$	(153.5)
Reconciliation of Montana/Renewables Segment Net income (loss) to Segment Adjusted EBITDA and Segment Adjusted EBITDA with Tax Attributes:
Add:
Montana/Renewables Segment Net income (loss)	$	103.7	$	(49.9)	$	(124.6)	$	(127.5)
Depreciation and amortization	$	21.9	$	27.9
Add:
LCM / LIFO gain		(7.6)		(0.7)
Depreciation and amortization	$	27.9	$	25.5	$	84.0	$	76.3
Interest expense		14.3		18.3
LCM / LIFO (gain) loss		2.0		4.4		(5.0)		6.8
Debt extinguishment costs		—		47.6
Interest expense		15.4		15.7		48.8		48.7
RINs incurrence expense		6.9		8.1
Debt extinguishment costs		(0.1)		—		47.5		—
RINs mark-to-market loss		17.9		26.1
RINs incurrence (gain) expense		(110.2)		1.9		(98.8)		4.1
Other		0.6		4.6
RINs mark-to-market (gain) loss		(4.1)		10.2		45.7		(9.2)
Equity-based compensation and other items		—		5.6
Other non-recurring (income) expenses		(4.3)		7.8		3.9		11.8
Income tax benefit		(23.0)		—
Equity-based compensation and other items		—		—		5.6		—
Noncontrolling interest adjustments		2.1		2.4
Income tax (benefit) expense		(40.1)		—		(40.1)		—
Montana/Renewables Segment Adjusted EBITDA	$	(12.3)	$	(13.6)
Noncontrolling interest adjustments		4.0		(1.0)		8.5		(1.1)
Tax attributes (1)		22.5		16.9
Montana/Renewables Segment Adjusted EBITDA	$	(5.8)	$	14.6	$	(24.5)	$	9.9
Montana/Renewables Segment Adjusted EBITDA with Tax Attributes	$	10.2	$	3.3
Tax attributes (1)		22.9		—		61.2		—
Montana/Renewables Segment Adjusted EBITDA with Tax Attributes	$	17.1	$	14.6	$	36.7	$	9.9

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

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Changes in Results of Operations for the Three Months Ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025

Sales. Sales ~~decreased~~increased $2235.48 million, or 23.06%, to $1,~~078~~029.07 million in the three months ended ~~September~~March 3031, ~~2025~~2026, from $~~1,100~~993.49 million in the same period in ~~2024~~2025. Sales for each of our principal product categories in these periods were as follows:


	Three Months Ended ~~September~~March 3031,
	~~2025~~2026		~~2024~~2025		% Change
	(In millions, except barrel and per barrel data)
Sales by segment:
Specialty Products and Solutions:
Lubricating oils	$	~~183~~191.58	$	~~192~~202.52	(45.71)	%
Solvents		97107.79		~~106~~104.17	(73.9)1	%
Waxes		3739.08		38.82	(4.6)2	%
Fuels, asphalt and other by-products (1)		~~360~~365.95		~~376~~305.60	(419.2)8	%
Total Specialty Products and Solutions	$	~~679~~705.10	$	~~714~~650.01	(48.9)4	%
Total Specialty Products and Solutions sales volume (in barrels)		5,~~992~~869,000		5,~~965~~372,000	09.53	%
Average Specialty Products and Solutions sales price per barrel	$	~~113~~120.3312	$	~~119~~121.7002	(50.37)	%
Montana/Renewables:
Gasoline	$	3534.86	$	4032.85	~~(12~~6.3)5	%
Diesel		2931.64		3123.04	(434.5)2	%
Jet Fuel		64.58		54.32	2214.63	%
Asphalt, heavy fuel oils and other (2)		4222.98		5136.30	(1636.47)	%
Renewable fuels		~~204~~142.42		~~177~~165.76	15(14.01)	%
Total Montana/Renewables	$	~~319~~235.28	$	~~306~~261.17	4(9.39)	%
Total Montana/Renewables sales volume (in barrels)		21,~~287~~797,000		2,~~370~~173,000	(317.53)	%
Average Montana/Renewables sales price per barrel	$	~~139~~131.5722	$	~~129~~120.1643	89.10	%
Performance Brands:
Total Performance Brands (3)	$	7988.79	$	8082.31	(08.7)3	%
Total Performance Brands sales volume (in barrels)		~~149~~167,000		~~156~~154,000	(48.5)4	%
Average Performance Brands sales price per barrel	$	~~534~~532.9034	$	~~514~~533.7412	3(0.91)	%

Total sales	$	1,~~078~~029.07	$	~~1,100~~993.49	(23.0)6	%
Total sales volume (in barrels)		87,~~428~~833,000		87,~~491~~699,000	(01.7)	%

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

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

(3) Represents packaged and synthetic specialty products at ~~the~~our ~~Royal Purple~~Porter, ~~Bel-Ray~~Texas and ~~Calumet~~Shreveport, ~~Packaging~~Louisiana packaging facilities.

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The components of the $3454.9 million ~~decrease~~increase in Specialty Products and Solutions segment sales for the three months ended ~~September~~March 3031, ~~2025~~2026, as compared to the three months ended ~~September~~March 3031, ~~2024~~2025, were as follows (in millions):


	Dollar Change
	(In millions)
Volume	$	60.1
Volume	$	3.3
Sales price		(5.2)
Sales price		(38.2)
Total Specialty Products and Solutions segment sales increase	$	54.9
Total Specialty Products and Solutions segment sales decrease	$	(34.9)

Specialty Products and Solutions segment sales ~~decreased~~increased period over period, ~~primarily~~ driven primarily by ahigher ~~decrease~~sales involumes ~~crude~~despite ~~oil~~our ~~prices~~Shreveport ~~compared~~facility tooperations ~~the~~being ~~prior~~suspended ~~period.~~across ~~This~~significant ~~impact~~portions ~~was~~of ~~partially~~the ~~offset~~plant byduring anthe ~~increase~~current inquarter ~~volumes~~ as a ~~result~~precaution to protect our employees and equipment following the discovery of aorganic ~~strong~~chlorides ~~market~~in feedstock tanks.

The components of the $1325.19 million ~~increase~~decrease in Montana/Renewables segment sales for the three months ended ~~September~~March 3031, ~~2025~~2026, as compared to the three months ended ~~September~~March 3031, ~~2024~~2025, were as follows (in millions):


	Dollar Change
	(In millions)
Volume	$	(45.4)
Sales price	$	2319.85
Volume		(10.7)
Total Montana/Renewables segment sales decrease	$	(25.9)
Total Montana/Renewables segment sales increase	$	13.1

Montana/Renewables segment sales ~~increased~~declined ~~primarily~~during ~~due~~the tocurrent ~~higher~~year ~~renewable~~period ~~fuels~~as ~~product~~a ~~prices~~result atof ~~our~~a ~~Montana~~planned ~~Renewables~~outage ~~facility~~to ~~during~~support the ~~current~~MaxSAF® ~~quarter~~150 ~~compared~~expansion toproject. ~~the~~Despite ~~prior~~lower ~~period.~~volumes, ~~This~~improved ~~impact~~renewable ~~was~~fuel prices favorably impacted results and partially ~~offset~~mitigated bythe ~~lower~~effect ~~pipeline~~of ~~crude~~reduced sales volumes atin ~~our~~comparison ~~Montana~~to ~~specialty~~the ~~asphalt~~prior ~~facility~~year period.

The components of the $0.6.8 million ~~decrease~~increase in Performance Brands segment sales for the three months ended ~~September~~March 3031, ~~2025~~2026, as compared to the three months ended ~~September~~March 3031, ~~2024~~2025, were as follows (in millions):


	Dollar Change
	(In millions)
Volume	$	7.1
Volume	$	(3.3)
Sales price		(0.3)
Sales price		2.7
Total Performance Brands segment sales increase	$	6.8
Total Performance Brands segment sales decrease	$	(0.6)

Performance Brands segment sales ~~decreased~~increased ~~primarily~~period ~~due~~over toperiod, ~~lower~~driven by strong sales volumes, asdespite athe ~~result~~prior ofyear ~~the~~period ~~divestiture~~including ofcontributions from the divested Royal Purple Industrial business.

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Gross Profit (Loss). Gross profit ~~increased~~(loss) decreased $~~368~~6.81 million to gross ~~profit~~loss of $~~373~~87.75 million in the three months ended ~~September~~March 3031, ~~2025~~2026, from gross profit (loss) of $481.94 million in the same period in ~~2024~~2025. Gross profit (loss) for our business segments were as follows:


	Three Months Ended ~~September~~March 3031,
	~~2025~~2026			~~2024~~2025			% Change
	(Dollars in millions, except per barrel data)
Gross profit by segment:
Specialty Products and Solutions:
Gross profit	$	276.3		$	2.3		11,913.0	%
Gross profit (loss)	$	(62.9)		$	(34.0)		85.0	%
Percentage of sales		40(8.79)	%		0(5.32)	%	40(3.47)	%
Specialty Products and Solutions gross profit per barrel	$	46(10.1172)		$	0(6.3933)		~~11,723~~69.53	%
Montana/Renewables:
Gross profit (loss)	$	78(45.96)		$	(2069.16)		(~~492~~34.5)	%
Percentage of sales		24(19.74)	%		(626.6)	%	317.32	%
Montana/Renewables gross profit (loss) per barrel	$	34(25.5038)		$	(832.4803)		(~~506~~20.8)	%
Performance Brands:
Gross profit	$	1821.50		$	22.72		(~~18.~~5.4)	%
Percentage of sales		23.27	%		2827.30	%	(53.13)	%
Performance Brands gross profit per barrel	$	~~124~~125.1675		$	~~145~~144.5116		(1412.78)	%

Total gross profit	$	373.7		$	4.9		7,526.5	%
Total gross profit (loss)	$	(87.5)		$	(81.4)		7.5	%
Percentage of sales		34(8.75)	%		0(8.42)	%	34(0.3)	%

The components of the $~~274~~28.09 million ~~increase~~decrease in Specialty Products and Solutions segment gross profit (loss) for the three months ended ~~September~~March 3031, ~~2025~~2026, as compared to the three months ended ~~September~~March 3031, ~~2024~~2025, were as follows (in millions):


	Dollar Change
	(In millions)
Three months ended March 31, 2025 reported gross profit (loss)	$	(34.0)
Three months ended September 30, 2024 reported gross profit	$	2.3
Cost of materials		5.9
Cost of materials		67.5
LCM / LIFO inventory adjustments		18.1
LCM / LIFO inventory adjustments		2.7
Volumes		12.3
Volumes		0.6
Operating costs (excl. RINs)		(11.5)
Operating costs		(6.0)
RINs		(48.6)
RINs expense		247.4
Sales price		(5.1)
Sales price		(38.2)
Three months ended March 31, 2026 reported gross profit (loss)	$	(62.9)
Three months ended September 30, 2025 reported gross profit	$	276.3

The ~~increase~~decrease in Specialty Products and Solutions segment gross profit (loss) for the three months ended ~~September~~March 3031, ~~2025~~2026 as compared to the same period in ~~2024~~2025, was ~~primarily~~unfavorably ~~due~~impacted toby ~~the~~RINs ~~de-recognition~~prices ofand ~~the~~higher ~~RINs~~operating ~~Obligation~~costs, onincluding ~~the~~increased ~~Company’s~~natural ~~balance~~gas ~~sheet~~pricing. ~~for~~These ~~the~~impacts ~~SRE~~were ~~exemptions~~partially ~~received~~offset by ~~EPA~~the ~~in August 2025. The~~ favorable ~~margin~~ impact ~~was~~from ~~the result of~~ higher ~~commodity~~sales ~~margins, coupled with lower crude oil costs, during the current quarter~~volumes. 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 our accounting for RINs.

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The components of the $9924.0 million increase in Montana/Renewables segment gross profit (loss) for the three months ended ~~September~~March 3031, ~~2025~~2026, as compared to the three months ended ~~September~~March 3031, ~~2024~~2025, were as follows (in millions):


	Dollar Change
	(In millions)
Three months ended March 31, 2025 reported gross profit (loss)	$	(69.6)
Three months ended September 30, 2024 reported gross profit (loss)	$	(20.1)
Cost of materials		(10.9)
Cost of materials		(64.7)
LCM / LIFO inventory adjustments		7.0
LCM / LIFO inventory adjustments		2.3
Volumes		(3.8)
Volumes		(2.2)
RINs		5.9
RINs expense		128.6
Operating costs (excl. RINs)		6.3
Operating costs		11.2
Sales price		19.5
Sales price		23.8
Three months ended March 31, 2026 reported gross profit (loss)	$	(45.6)
Three months ended September 30, 2025 reported gross profit	$	78.9

The increase in Montana/Renewables segment gross profit (loss) for the three months ended ~~September 30~~March 31, ~~2025~~ 2026, as compared to the ~~same~~prior period ~~in 2024~~, was ~~primarily~~driven ~~due to the de-recognition of the RINs Obligation on the Company’s balance sheet for the SRE exemptions received~~ by ~~EPA~~favorable insales ~~August~~pricing, ~~2025.~~which ~~The unfavorable impact associated with cost of materials~~ was ~~primarily~~partially ~~the~~offset ~~result~~by of the ~~regulatory~~impact ~~change from BTC to PTC. In the prior year period, Montana Renewables’ cost~~ of ~~materials~~lower ~~benefited~~sales ~~approximately~~volumes ~~$1.00~~resulting ~~per gallon~~ from ~~the~~a ~~BTC,~~planned ~~whereas~~outage ~~this benefit is reduced~~ to ~~zero~~complete in the ~~current~~MaxSAF® ~~period,~~150 asexpansion ~~the~~project ~~PTC is accounted for as a deferred tax asset~~ and ~~not~~higher ~~recognized~~material ~~in cost of sales~~costs. ~~Our~~In ~~Montana~~addition, ~~specialty~~operating ~~asphalt~~costs ~~business~~resulting ~~was favorably impacted by the continued export of wholesale volumes and improvements~~ in ~~crack spreads. The segment as~~ a ~~whole~~favorable ~~benefited from continued focus on operating cost efficiency~~benefit, ~~highlighted~~reflective ~~by the significant cost reductions for wash water and process materials as a result~~ of ~~improving~~continued ~~certain~~ operating ~~unit~~cost ~~efficiency~~discipline atfrom ~~both~~initiative ~~our~~implemented ~~Montana~~throughout ~~Renewables~~the ~~facility~~prior ~~and~~calendar ~~legacy Montana specialty asphalt facility~~year. 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 our accounting for RINs.

The components of the $41.2 million decrease in Performance Brands segment gross profit (loss) for the three months ended ~~September~~March 3031, ~~2025~~2026, as compared to the three months ended ~~September~~March 3031, ~~2024~~2025, were as follows (in millions):


	Dollar Change
	(In millions)
Three months ended March 31, 2025 reported gross profit	$	22.2
Three months ended September 30, 2024 reported gross profit	$	22.7
Sales price		(0.3)
Sales price		2.7
Operating costs		(0.7)
Operating costs		(2.5)
LCM / LIFO inventory adjustments		1.0
LCM / LIFO inventory adjustments		(0.9)
Volume		2.7
Volume		(1.2)
Cost of materials		(3.9)
Cost of materials		(2.3)
Three months ended March 31, 2026 reported gross profit	$	21.0
Three months ended September 30, 2025 reported gross profit	$	18.5

Performance Brands segment gross profit (loss) for the three months ended ~~September 30~~March 31, ~~2025~~ 2026, as compared to the ~~same~~prior period ~~in 2024~~, was essentially flat,. ~~after~~The ~~adjusting~~favorable ~~for~~impact ~~the~~from ~~divestiture~~higher ofsales volumes, despite the ~~RPI~~prior ~~business.~~year ~~This~~period ~~reflects~~including ~~strong~~contributions ~~unit~~from ~~margins,~~the ~~supported~~divested byRoyal ~~stabilized~~Purple ~~input~~Industrial ~~costs~~business, inwas ~~our~~off-set ~~branded~~by ~~and~~the ~~consumer~~impact ~~markets~~of higher input costs.

60General 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.

~~Table~~Gain on sale of ~~Contents~~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.

Changes in Results of Operations for the Nine Months Ended September 30, 2025 and 2024

Sales. Sales decreased $141.4 million, or 4.4%, to $3,098.5 million in the nine months ended September 30, 2025, from $3,239.9 million in the same period in 2024. Sales for each of our principal product categories in these periods were as follows:


	Nine Months Ended September 30,
	2025		2024		% Change
	(In millions, except barrel and per barrel data)
Sales by segment:
Specialty Products and Solutions:
Lubricating oils	$	576.0	$	598.1	(3.7)	%
Solvents		303.9		318.0	(4.4)	%
Waxes		115.4		117.9	(2.1)	%
Fuels, asphalt and other by-products (1)		961.8		1,107.8	(13.2)	%
Total Specialty Products and Solutions	$	1,957.1	$	2,141.8	(8.6)	%
Total Specialty Products and Solutions sales volume (in barrels)		16,838,000		17,202,000	(2.1)	%
Average Specialty Products and Solutions sales price per barrel	$	116.23	$	124.51	(6.7)	%
Montana/Renewables:
Gasoline	$	101.8	$	110.0	(7.5)	%
Diesel		79.4		87.9	(9.7)	%
Jet Fuel		15.4		14.8	4.1	%
Asphalt, heavy fuel oils and other (2)		123.5		118.5	4.2	%
Renewable fuels		578.8		510.8	13.3	%
Total Montana/Renewables	$	898.9	$	842.0	6.8	%
Total Montana/Renewables sales volume (in barrels)		6,905,000		6,630,000	4.1	%
Average Montana/Renewables sales price per barrel	$	130.18	$	127.00	2.5	%
Performance Brands:
Total Performance Brands (3)	$	242.5	$	256.1	(5.3)	%
Total Performance Brands sales volume (in barrels)		462,000		478,000	(3.3)	%
Average Performance Brands sales price per barrel	$	524.89	$	535.77	(2.0)	%

Total sales	$	3,098.5	$	3,239.9	(4.4)	%
Total Specialty Products and Solutions, Montana/Renewables, and Performance Brands sales volume (in barrels)		24,205,000		24,310,000	(0.4)	%

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

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

(3) Represents packaged and synthetic specialty products at the Royal Purple, Bel-Ray and Calumet Packaging facilities.

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The components of the $184.7 million decrease in Specialty Products and Solutions segment sales for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, were as follows:


	Dollar Change
	(In millions)
Sales price	$	(139.4)
Volume		(45.3)
Total Specialty Products and Solutions segment sales decrease	$	(184.7)

Specialty Products and Solutions segment sales decreased period over period, primarily due to lower crude oil prices in the current year period. Although underlying market demand remained strong, sales volumes were impacted by a planned turnaround at our Shreveport facility and short-term rail provider disruptions that delayed shipments in the current year period.

The components of the $56.9 million increase in Montana/Renewables segment sales for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, were as follows:


	Dollar Change
	(In millions)
Sales price	$	21.9
Volume		35.0
Total Montana/Renewables segment sales increase	$	56.9

Montana/Renewables segment sales increased primarily due to higher renewable fuels product prices at our Montana Renewables facility during the current year compared to the prior period. This was coupled with the favorable volumes impact at our Montana specialty asphalt facility as a result of the reduction of feedstock and intermediates inventories in the current period. Strong production at our Montana Renewables facility during the current year period also resulted in a favorable volumes impact.

The components of the $13.6 million decrease in Performance Brands segment sales for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, were as follows:


	Dollar Change
	(In millions)
Sales price	$	(5.0)
Volume		(8.6)
Total Performance Brands segment sales decrease	$	(13.6)

Performance Brands segment sales decreased primarily due to lower sales volumes as a result of the divestiture of the Royal Purple Industrial business.

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Gross Profit. Gross profit increased $101.5 million, or 69.0%, to gross profit of $248.7 million in the nine months ended September 30, 2025, from gross profit of $147.2 million in the same period in 2024. Gross profit for our business segments were as follows:


	Nine Months Ended September 30,
	2025			2024			% Change
	(Dollars in millions, except per barrel data)
Gross profit by segment:
Specialty Products and Solutions:
Gross profit	$	227.4		$	126.7		79.5	%
Percentage of sales		11.6	%		5.9	%	5.7	%
Specialty Products and Solutions gross profit per barrel	$	13.51		$	7.37		83.2	%
Montana/Renewables:
Gross profit (loss)	$	(41.5)		$	(49.6)		(16.3)	%
Percentage of sales		(4.6)	%		(5.9)	%	1.3	%
Montana/Renewables gross profit (loss) per barrel	$	(6.01)		$	(7.48)		(19.7)	%
Performance Brands:
Gross profit	$	62.8		$	70.1		(10.4)	%
Percentage of sales		25.9	%		27.4	%	(1.5)	%
Performance Brands gross profit per barrel	$	135.93		$	146.65		(7.3)	%

Total gross profit	$	248.7		$	147.2		69.0	%
Percentage of sales		8.0	%		4.5	%	3.5	%

The components of the $100.7 million increase in Specialty Products and Solutions segment gross profit for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, were as follows:


	Dollar Change
	(In millions)
Nine months ended September 30, 2024 reported gross profit	$	126.7
Cost of materials		180.7
Operating costs		(13.6)
LCM / LIFO inventory adjustments		(4.3)
Volumes		(8.7)
Sales price		(139.4)
RINs expense		86.0
Nine months ended September 30, 2025 reported gross profit	$	227.4

The increase in Specialty Products and Solutions segment gross profit for the nine months ended September 30, 2025 as compared to the same period in 2024, was primarily due to the de-recognition of the RINs Obligation on the Company’s balance sheet for the SRE exemptions received by EPA in August 2025. The favorable margin impact was primarily the result of the strengthened commodity margin environment for fuels products, coupled with lower crude oil prices. 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 our accounting for RINs.

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The components of the $8.1 million increase in Montana/Renewables segment gross profit for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, were as follows:


	Dollar Change
	(In millions)
Nine months ended September 30, 2024 reported gross profit (loss)	$	(49.6)
Cost of materials		(129.2)
LCM / LIFO inventory adjustments		11.8
Volumes		7.1
RINs expense		57.5
Operating costs		39.0
Sales price		21.9
Nine months ended September 30, 2025 reported gross profit (loss)	$	(41.5)

The increase in Montana/Renewables segment gross profit for the nine months ended September 30, 2025, as compared to the same period in 2024, was primarily due to the de-recognition of the RINs Obligation on the Company’s balance sheet for the SRE exemptions received by EPA in August 2025. The unfavorable impact associated with cost of materials was primarily the result of the regulatory change from BTC to PTC. In the prior year period, Montana Renewables’ cost of materials benefited approximately $1.00 per gallon from the BTC, whereas this benefit is reduced to zero in the current period, as the PTC is accounted for as a deferred tax asset and not recognized in cost of sales. Our Montana specialty asphalt business was favorably impacted by the continued export of wholesale volumes and improvements in crack spreads. The segment as a whole benefited from continued focus on operating cost efficiency, highlighted by the significant cost reductions for wash water and process materials as a result of improving certain operating unit efficiency at both our Montana Renewables facility and legacy Montana specialty asphalt facility. 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 our accounting for RINs.

The components of the $7.3 million decrease in Performance Brands segment gross profit for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, were as follows:


	Dollar Change
	(In millions)
Nine months ended September 30, 2024 reported gross profit	$	70.1
Sales price		(5.0)
Operating costs		(1.8)
LCM / LIFO inventory adjustments		(1.8)
Volume		(3.1)
Cost of materials		4.4
Nine months ended September 30, 2025 reported gross profit	$	62.8

The decrease in Performance Brands segment gross profit for the nine months ended September 30, 2025, as compared to the same period in 2024, was primarily due to the divestiture of the Royal Purple Industrial business in the current year period. This segment continues to benefit from strong unit margins, reflective of stabilized input costs in our branded and consumer markets.

Gain on sale of business. There was a $55.8 million gain on sale of business in the nine months ended September 30, 2025 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 same period in 2024. 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.

Debt extinguishment costs. There was a $47.2 million expense for debt extinguishment costs in the nine months ended September 30, 2025 related to the repurchase of the equipment associated with the MRL Asset Financing Arrangements,

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repayment of outstanding loans under the MRL Term Loan Credit Agreement and MRL Revolving Credit Agreement and repayment of outstanding obligations under the MRL Supply and Offtake Agreement. Debt extinguishment expense recorded in the same period in 2024 was a de-minimis amount. Refer to Note 7 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.

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 ~~2024~~2025 Annual Report. There have been no material changes in that information other than as discussed below. Also, see Note 65 — “Inventory Financing Agreements” and Note 7 — “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.

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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:


	~~Nine~~Three Months Ended ~~September~~March 3031,
	~~2025~~2026		~~2024~~2025
	~~(In millions)~~
Net cash used in operating activities	$	(786.62)	$	(4329.03)
Net cash provided by (used in) investing activities		55(13.87)		~~(51~~77.7)8
Net cash provided by financing activities		8073.54		~~122~~109.30
Net increase in cash, cash equivalents and restricted cash	$	128.7	$	27.6
Net increase (decrease) in cash, cash equivalents and restricted cash	$	(26.5)	$	157.5

Operating Activities. Operating activities used cash of $786.62 million during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 compared to using cash of $4329.03 million during the same period in ~~2024~~2025. This change was primarily related to an increase in ~~the~~our ~~cash~~accounts ~~required~~receivable ~~for~~of $125.4 million, partially offset by an increase in accounts payable and other working capital ~~during~~changes as our cash flows adjust to the ~~current~~increase ~~year~~in ~~period.~~commodity prices.

Investing Activities. Investing activities ~~provided~~used cash of $5513.87 million during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 compared to aproviding ~~use of~~ cash of $5177.78 million during the same period in ~~2024~~2025. The change is related to the net proceeds received for the sale of the Royal Purple Industrial business in the ~~current~~prior year period. Cash expenditures for additions to property, plant and equipment in the current ~~year~~ period were ~~essentially~~less ~~flat~~than inthe ~~comparison~~prior toperiod ~~the~~as ~~prior~~a ~~year~~result of lower replacement capital expenditure requirements.

Financing Activities. Financing activities provided cash of $8073.54 million in the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 compared to providing cash of $~~122~~109.30 million during the same period in ~~2024~~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.

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borrowings we received in the current year period from the DOE Loan, 2028 Mirror Issuance Notes, and Shreveport Terminal Asset Financing Arrangement, offset by the payments we made in the current year 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, repay the outstanding obligations under the MRL Supply and Offtake Agreement, and partially redeem the 2026 Notes. Cash provided by financing activities in the prior year period primarily consisted of borrowings under the revolving credit facility and proceeds from the issuance of the 2029 Secured Notes, the impacts of which were partially offset by the repayment of the 2024 Secured Notes.

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):48


	Nine Months Ended September 30,
	2025		2024
	(In millions)
Capital improvement expenditures	$	7.9	$	10.1
Replacement capital expenditures		29.8		38.3
Environmental capital expenditures		1.9		3.3
Turnaround capital expenditures		23.3		17.9
Total	$	62.9	$	69.6

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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.


	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

~~2025~~2026 Capital Spending Forecast

We are forecasting total capital expenditures of approximately $60130.0 million to $90160.0 million in ~~2025~~2026. Our forecasted capital expenditures are primarily related to maintenance and reliability projects and ~~excludes~~ capital expenditures associated with ~~MaxSAFTM~~MaxSAF®. We anticipate that capital expenditure requirements for the MaxSAF® project will be ~~provided~~funded ~~primarily~~by MRL, an unrestricted subsidiary of the Company, through cash flows from operations, cash on hand, and ~~by available~~ borrowings under ~~our~~the ~~revolving~~DOE ~~credit facility~~Facility. We anticipate that capital expenditure requirements for ~~the~~our ~~MaxSAFTM~~restricted ~~project~~subsidiaries group will be ~~funded~~provided primarily ~~from~~through cash flows from operations ~~generated by MRL~~, ancash ~~unrestricted~~on ~~subsidiary of the Company~~hand, and by available borrowings under ~~the~~our ~~DOE~~revolving ~~Facility~~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 ~~September~~March 3031, ~~2025~~2026, our primary debt and credit instruments consisted of the following:

● $~~650~~500.0 million senior secured revolving credit facility maturing in January ~~2027~~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”);

● $~~124~~555.40 million of 119.0075% Senior Notes due ~~2026~~2031 (“~~2026~~2031 Notes”);

● $~~325~~200.0 million of 89.~~125~~25% Senior Secured First Lien Notes due ~~2027~~2029 (“~~2027~~2029 Secured Notes”);

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●

$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”);

● $~~200~~825.02 million of ~~9.25%~~borrowings ~~Senior~~under ~~Secured~~our ~~First~~DOE ~~Lien Notes due 2029 (“2029 Secured Notes”)~~Loan;

● $~~805~~113.57 million of ~~borrowings~~financing ~~under~~through our ~~DOE~~Shreveport ~~Loan~~terminal asset financing arrangement;

● $~~118~~19.53 million of financing through our ~~Shreveport~~Montana terminal asset financing arrangement; and

● $26140.78 million of financing through our Montana ~~terminal~~refinery asset financing arrangement~~; and~~.

●We ~~$143.5~~were ~~million~~in compliance with all covenants under the debt instruments in place as of ~~financing~~March 31, 2026 ~~through~~and ~~our~~believe ~~Montana~~we ~~refinery~~have ~~asset~~adequate ~~financing~~liquidity ~~arrangement~~to conduct our business.

~~We were in compliance with all covenants under the debt instruments in place as of September 30, 2025 and believe we have adequate liquidity to conduct our business.~~49

On January 10, 2025, MRL and the U.S. Department of Energy (the “DOE”), as guarantor and loan servicer, executed a Loan Guarantee Agreement (the “DOE Loan”) for a $1.44 billion guaranteed loan facility to fund the construction and expansion of the renewable fuels facility owned by MRL. The loan guarantee is structured in two tranches, with the first tranche of approximately $781.8 million disbursed on February 18, 2025 (the “Funding Date”) to fund eligible expenses previously incurred by MRL. MRL has the ability to draw additional tranches of up to approximately $658.0 million through a delayed draw construction facility. 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. Refer to Note 7 — “Long-Term Debt” in Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.

On January 16, 2025, the Issuers issued $100.0 million aggregate principal amount of a new series of the Issuers’ 9.75% Senior Notes due 2028 in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act. The 2028 Mirror Issuance Notes were issued at 98% of par for net proceeds of approximately $96.0 million, after deducting the initial purchasers’ discount and estimated offering expenses. The Company used the net proceeds from the offering of the Notes to redeem a portion of the Issuers’ outstanding 2026 Notes on May 24, 2025. Refer to Note 7 — “Long-Term Debt” in Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.

On September 30, 2024, Calumet Montana Refining, LLC (“Calumet Montana”), a subsidiary of the Company, entered into the Montana Refinery Asset Financing Arrangement with Stonebriar related to a sale and leaseback transaction. Pursuant to the Montana Refinery Asset Financing Arrangement, Calumet Montana sold to and leased back from Stonebriar the Refinery Assets, for a total purchase price of up to $150.0 million. Calumet Montana received $110.0 million of the total purchase price on September 30, 2024 and the remaining purchase price of $40.0 million was disbursed to the Company on February 18, 2025 in connection with the funding of the first tranche of approximately $781.8 million under the DOE Facility. Refer to Note 7 — “Long-Term Debt” in Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.

The borrowing base on our credit facilities decreased from approximately $508.4 million as of September 30, 2024, to approximately $448.8 million at September 30, 2025. Our borrowing availability decreased from approximately $255.2 million at September 30, 2024, to approximately $209.8 million at September 30, 2025. Total liquidity, consisting of unrestricted cash, restricted cash and available funds under our credit facilities, increased from $289.8 million at September 30, 2024 to $384.4 million at September 30, 2025.

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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 65 — “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 ~~September~~March 3031, ~~2025~~2026, our principal sources of short-term liquidity were (i) $~~209~~284.82 million of availability under our credit ~~facilities~~facility, (ii) an inventory financing agreement related to our Shreveport facility, (iii) $94138.6 million of unrestricted cash on hand, and (iv) $8040.0 million of restricted cash. Borrowings under our revolving credit ~~facilities~~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 ~~facilities~~facility, see Note 76 — “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 ~~September~~March 3031, ~~2025~~2026, we had $~~124.4 million in 2026 Notes, $~~325.0 million in ~~2027~~2028 Notes, $~~325~~100.0 million in 2028 Mirror Issuance Notes, $~~100~~200.0 million in ~~2028~~2029 ~~Mirror~~Secured ~~Issuance~~ Notes, and $~~200~~555.0 million in ~~2029~~2031 ~~Secured~~ Notes outstanding. In addition, as of ~~September~~March 3031, ~~2025~~2026, we had $~~805~~825.52 million of debt outstanding for the DOE Loan, $~~118~~113.57 million of other debt outstanding for the Shreveport terminal asset financing arrangement, $2619.73 million of other debt outstanding for the Montana terminal asset financing arrangement, and $~~143~~140.58 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.

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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 76 — “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 ~~2024~~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 ~~2024~~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 ~~2024~~2025 Annual Report.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

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