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What changed in Calumet, Inc. /DE's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Calumet, Inc. /DE's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+313 added−288 removedSource: 10-K (2026-02-27) vs 10-K (2025-03-03)

Top changes in Calumet, Inc. /DE's 2025 10-K

313 paragraphs added · 288 removed · 206 edited across 6 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

70 edited+34 added−11 removed194 unchanged
Biggest changeOur amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make it more difficult for a third party to acquire control of us, even if a change in control would result in the purchase of your shares of common stock at a premium to the market price or would otherwise be beneficial to you. 46 Table of Contents There are provisions in our amended and restated certificate of incorporation and amended and restated bylaws that may make it more difficult for a third party to acquire control of us, even if a change in control would result in the purchase of your shares of common stock at a premium to the market price or would otherwise be beneficial to you.
Biggest changeThere are provisions in our amended and restated certificate of incorporation and amended and restated bylaws that may make it more difficult for a third party to acquire control of us, even if a change in control would result in the purchase of your shares of common stock at a premium to the market price or would otherwise be beneficial to you.
If the price of the applicable products is well above the price at which we sold the inventory, we would have to pay more for the inventory than the price we sold the inventory for.
If the price of the applicable products is well above the price at which we sold the inventory, we would have to pay more for the inventory than the price we sold the inventory.
The operating and financial restrictions and covenants in our financing arrangements, including our revolving credit facility, DOE Facility, indentures governing each series of our outstanding senior notes and master derivative contracts, 35 Table of Contents do currently restrict, and any future financing agreements could restrict, our ability to finance future operations or capital needs or to engage, expand or pursue our business activities, including restrictions on our ability to, among other things: ● sell assets, including equity interests in our subsidiaries; ● redeem or repurchase any subordinated debt and, in the case of the 9.25% Senior Secured First Lien Notes due 2029 (the “2029 Secured Notes”), our unsecured notes; ● incur or guarantee additional indebtedness or issue preferred stock; ● create or incur certain liens; ● make certain acquisitions and investments; ● redeem or repay other debt or make other restricted payments; ● enter into transactions with affiliates; ● enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us; ● create unrestricted subsidiaries; ● enter into sale and leaseback transactions; ● enter into a merger, consolidation or transfer or sale of assets, including equity interests in our subsidiaries; and ● engage in certain business activities.
The operating and financial restrictions and covenants in our financing arrangements, including our revolving credit facility, DOE Facility, indentures governing each series of our outstanding senior notes and master derivative contracts, 36 Table of Contents do currently restrict, and any future financing agreements could restrict, our ability to finance future operations or capital needs or to engage, expand or pursue our business activities, including restrictions on our ability to, among other things: ● sell assets, including equity interests in our subsidiaries; ● redeem or repurchase any subordinated debt and, in the case of the 9.25% Senior Secured First Lien Notes due 2029 (the “2029 Secured Notes”), our unsecured notes; ● incur or guarantee additional indebtedness or issue preferred stock; ● create or incur certain liens; ● make certain acquisitions and investments; ● redeem or repay other debt or make other restricted payments; ● enter into transactions with affiliates; ● enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us; ● create unrestricted subsidiaries; ● enter into sale and leaseback transactions; ● enter into a merger, consolidation or transfer or sale of assets, including equity interests in our subsidiaries; and ● engage in certain business activities.
Such delays or cost increases may arise as a result of unpredictable factors in the marketplace, many of which are beyond our control, including: ● denial or delay in obtaining regulatory approvals and/or permits; ● changes in government regulations, including environmental and safety regulations; ● unplanned increases in the cost of equipment, materials or labor; ● disruptions in transportation of equipment and materials; ● severe adverse weather conditions, natural disasters or other events (such as equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of our vendors and suppliers; ● shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages; ● market-related increases in a project’s debt or equity financing costs; and/or ● nonperformance or declarations of force majeure by, or disputes with, our vendors, suppliers, contractors or sub-contractors. 38 Table of Contents Equipment, even if properly maintained, may require significant capital expenditures and expenses to keep it operating at optimum efficiency.
Such delays or cost increases may arise as a result of unpredictable factors in the marketplace, many of which are beyond our control, including: ● denial or delay in obtaining regulatory approvals and/or permits; ● changes in government regulations, including environmental and safety regulations; ● unplanned increases in the cost of equipment, materials or labor; ● disruptions in transportation of equipment and materials; ● severe adverse weather conditions, natural disasters or other events (such as equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of our vendors and suppliers; ● shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages; ● market-related increases in a project’s debt or equity financing costs; and/or ● nonperformance or declarations of force majeure by, or disputes with, our vendors, suppliers, contractors or sub-contractors. 39 Table of Contents Equipment, even if properly maintained, may require significant capital expenditures and expenses to keep it operating at optimum efficiency.
Such macroeconomic factors include: ● reduction in the demand for, and the marketability of, our specialty products due to governmental regulations; ● increased volatility in product margins; ● the ability or willingness of our suppliers to provide raw materials, equipment, services or supplies for our operations or otherwise fulfill their contractual obligations, which could reduce our production levels or otherwise impact our ability to deliver refined or finished lubricant products timely or at all; ● the ability or willingness of our customers to fulfill their contractual obligations or any material reduction in, or loss of, orders or revenue from our customers; ● occurrence of operational hazards, including terrorism, cyberattacks or domestic vandalism, as well as information system failures or communication network disruptions; ● increased cost and reduced availability of capital for growth or maintenance expenditures; ● availability and operability of terminals, tankage and pipelines that store and transport our feedstocks and products; ● the amount of our borrowing base under our revolving credit facility and our ability to issue letters of credit or the requirement that we post substantial amounts of credit support; ● the impairment of our long-lived assets or goodwill, which could reduce our earnings; ● the impact of any economic downturn, recession, inflationary pressures, increases in interest rates or other disruptions of the U.S. and global economies and financial and commodity markets; and ● political tensions, conflicts and war, such as the ongoing conflicts in Ukraine and the Middle East.
Such macroeconomic factors include: ● reduction in the demand for, and the marketability of, our specialty products due to governmental regulations; ● increased volatility in product margins; ● the ability or willingness of our suppliers to provide raw materials, equipment, services or supplies for our operations or otherwise fulfill their contractual obligations, which could reduce our production levels or otherwise impact our ability to deliver refined or finished lubricant products timely or at all; ● the ability or willingness of our customers to fulfill their contractual obligations or any material reduction in, or loss of, orders or revenue from our customers; ● occurrence of operational hazards, including terrorism, cyberattacks or domestic vandalism, as well as information system failures or communication network disruptions; ● increased cost and reduced availability of capital for growth or maintenance expenditures; ● availability and operability of terminals, tankage and pipelines that store and transport our feedstocks and products; ● the amount of our borrowing base under our revolving credit facility and our ability to issue letters of credit or the requirement that we post substantial amounts of credit support; ● the impairment of our long-lived assets or goodwill, which could reduce our earnings; ● the impact of any economic downturn, recession, inflationary pressures, increases in interest rates, government shutdowns, or other disruptions of the U.S. and global economies and financial and commodity markets; and ● political tensions, conflicts and war, such as the ongoing conflicts in Ukraine, Venezuela and the Middle East.
We may not be able to effect any of these remedies on satisfactory terms, or at all. Please read Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt and Credit Facilities” for additional information regarding our indebtedness.
We may not be able to effect any of these remedies on satisfactory terms, or at all. Read Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt and Credit Facilities” for additional information regarding our indebtedness.
For example, since the enactment of the U.S. blender’s tax credit (Section 40A of the IRC) in 2004 with specified sunset dates, there have been several occasions where the renewal and extension of the credit has been in doubt, only for it to be renewed and extended close to (and in some cases, after) expiration.
For example, since the enactment of the U.S. blender’s tax credit (“BTC”) (Section 40A of the IRC) in 2004 with specified sunset dates, there have been several occasions where the renewal and extension of the credit has been in doubt, only for it to be renewed and extended close to (and in some cases, after) expiration.
Montana Renewables balance sheet includes a Loan Guarantee Agreement (the “LGA”) with the US Government. On January 10, 2025, Montana Renewable and the U.S. Department of Energy entered into a Loan Guarantee Agreement whereby Montana Renewables may borrow from the Federal Finance Bank of the US Treasury, and DOE will guarantee repayment of that indebtedness (the “DOE Loan”).
Montana Renewables balance sheet includes a Loan Guarantee Agreement (the “LGA”) with the U.S. Government. On January 10, 2025, Montana Renewable and the U.S. Department of Energy entered into a Loan Guarantee Agreement whereby Montana Renewables may borrow from the Federal Finance Bank of the U.S. Treasury, and DOE will guarantee repayment of that indebtedness (the “DOE Loan”).
Please read Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt and Credit Facilities,” “— Short-Term Liquidity,” “— Long-Term Financing” and “— Master Derivative Contracts and Collateral Trust Agreement” for additional information regarding our long-term debt.
Read Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt and Credit Facilities,” “— Short-Term Liquidity,” “— Long-Term Financing” and “— Master Derivative Contracts and Collateral Trust Agreement” for additional information regarding our long-term debt.
These laws and regulations impose legal requirements that are applicable to our operations, including the obligation to obtain permits to conduct regulated activities, the incurrence of significant 39 Table of Contents capital expenditures for air pollution control equipment to limit or prevent releases of pollutants from our facilities, the expenditure of significant monies in the application of specific health and safety criteria addressing worker protection, the requirement to maintain information about hazardous materials used or produced in our operations and to provide this information to required parties, and the incurrence of significant costs and liabilities for pollution resulting from our operations or from those of prior owners or operators of our facilities.
These laws and regulations impose legal requirements that are applicable to our operations, including the obligation to obtain permits to conduct regulated activities, the incurrence of significant 40 Table of Contents capital expenditures for air pollution control equipment to limit or prevent releases of pollutants from our facilities, the expenditure of significant monies in the application of specific health and safety criteria addressing worker protection, the requirement to maintain information about hazardous materials used or produced in our operations and to provide this information to required parties, and the incurrence of significant costs and liabilities for pollution resulting from our operations or from those of prior owners or operators of our facilities.
Please see Items 1 and 2 “Business and Properties — Environmental and Occupational Health and Safety Matters” for more discussion on the threat of climate change and restriction of GHG emissions.
See Items 1 and 2 “Business and Properties — Environmental and Occupational Health and Safety Matters” for more discussion on the threat of climate change and restriction of GHG emissions.
Additionally, the lending and investment practices of institutional lenders have been the subject of intensive lobbying efforts in recent years pressuring such lenders to not to provide funding for oil and natural gas producers. While we do not produce oil or natural gas, such developments could affect our cost and access to capital.
Additionally, at times, the lending and investment practices of institutional lenders have been the subject of intensive lobbying efforts in recent years pressuring such lenders to not to provide funding for oil and natural gas producers. While we do not produce oil or natural gas, such developments could affect our cost and access to capital.
Numerous federal and state governmental authorities, such as the U.S. EPA, OSHA and the Louisiana Department of Environmental Quality (“LDEQ”), have the power to enforce compliance with these laws and regulations and the permits issued under them, often requiring challenging and costly actions.
Numerous federal and state governmental authorities, such as the U.S. EPA, OSHA, the Louisiana Department of Environmental Quality (“LDEQ”), and the Montana Department of Environmental Quality (“MDEQ”), have the power to enforce compliance with these laws and regulations and the permits issued under them, often requiring challenging and costly actions.
New tax laws and regulations and changes in existing tax laws and regulations, such as the IRA, are continuously being enacted or proposed and could result in increased expenditures for tax liabilities in the future. These liabilities are subject to periodic audits by the respective taxing authorities, which could increase our tax liabilities.
New tax laws and regulations and changes in existing tax laws and regulations, such as OBBBA, are continuously being enacted or proposed and could result in increased expenditures for tax liabilities in the future. These liabilities are subject to periodic audits by the respective taxing authorities, which could increase our tax liabilities.
Montana Renewables was formed in 2021 and has a limited operating history, as Montana Renewables has only been distributing renewable fuels since December 2022. The Company is experienced in operating facilities, such as the Montana Renewables facility, and expects to continue to leverage the Company’s operating experience, as well as its experience in selling and distributing renewable fuels.
Montana Renewables was formed in 2021 and has a limited operating history, distributing renewable fuels since December 2022. The Company is experienced in operating facilities, such as the Montana Renewables facility, and expects to continue to leverage the Company’s operating experience, as well as its experience in selling and distributing renewable fuels.
As of December 31, 2024, the Company was in compliance with all covenants under the revolving credit facility. Our existing indebtedness imposes, and any future indebtedness may impose, a number of covenants on us regarding collateral maintenance and insurance maintenance.
As of December 31, 2025, the Company was in compliance with all covenants under the revolving credit facility. Our existing indebtedness imposes, and any future indebtedness may impose, a number of covenants on us regarding collateral maintenance and insurance maintenance.
Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.
Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in 49 Table of Contents respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.
New laws and regulations are being adopted in various jurisdictions globally, including in the United States, and existing laws and regulations may be interpreted in ways that would affect our business operations and the way in which we use AI.
New laws and regulations are being adopted in various jurisdictions globally, including in the United States and European Union, and existing laws and regulations may be interpreted in ways that would affect our business operations and the way in which we use AI.
For example, in September 2020, California Governor Gavin Newsom issued Executive Order N-79-20, establishing goals of 100% of new passenger vehicle sales in-state to be zero-emission by 2035, and all heavy-duty truck sales to be zero-emission by 2045. The order further directs the California Air Resources Board to develop regulations to achieve these goals.
For example, in September 2020, California Governor Gavin Newsom 45 Table of Contents issued Executive Order N-79-20, establishing goals of 100% of new passenger vehicle sales in-state to be zero-emission by 2035, and all heavy-duty truck sales to be zero-emission by 2045. The order further directs the California Air Resources Board to develop regulations to achieve these goals.
If, due to our financial condition or other reasons, the borrowing base under our revolving credit facility decreases, we are limited in our ability to issue letters of credit or we 30 Table of Contents are required to post substantial amounts of cash collateral to our hedging counterparties, our liquidity, financial condition and our ability to make payments on our debt obligations could be materially and adversely affected.
If, due to our financial condition or other reasons, the borrowing base under our revolving credit facility decreases, we are limited in our ability to issue letters of credit or we are required to post substantial amounts of cash collateral to our hedging counterparties, our liquidity, financial condition and our ability to make payments on our debt obligations could be materially and adversely affected.
Moreover, the increased competitiveness of alternative energy sources (such as wind, solar, geothermal and tidal), as well as any regulatory or other incentives to conserve energy, could reduce demand for hydrocarbons and therefore for our products, which could lead to a reduction in our revenues and cash flow available for payments on our debt obligations.
Moreover, the increased competitiveness of alternative energy sources (such as wind, solar, geothermal and tidal), as well as any regulatory or other incentives to conserve energy, could reduce demand for hydrocarbons and therefore for our products, which could lead to a reduction in our revenues and cash flow 42 Table of Contents available for payments on our debt obligations.
Such sales, or the possibility of such sales, could also make it difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. 47 Table of Contents Our authorized capital stock consists of 700,000,000 shares of common stock and 100,000,000 shares of preferred stock, a significant portion of which is unissued.
Such sales, or the possibility of such sales, could also make it difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Our authorized capital stock consists of 700,000,000 shares of common stock and 100,000,000 shares of preferred stock, a significant portion of which is unissued.
Certain 37 Table of Contents events relating to a change of control of us and our operating subsidiaries would constitute an event of default under our revolving credit facility, our Collateral Trust Agreement and our Supply and Offtake Agreement.
Certain 38 Table of Contents events relating to a change of control of us and our operating subsidiaries would constitute an event of default under our revolving credit facility, our Collateral Trust Agreement and our Supply and Offtake Agreement.
The periodic update process featured in the RFS and similar programs nonetheless introduces a degree of uncertainty in demand for our products on a yearly basis. 44 Table of Contents Transactions between the Company and MRL present possible conflicts of interest that could have an adverse effect on the Company if they are not managed appropriately.
The periodic update process featured in the RFS and similar programs nonetheless introduces a degree of uncertainty in demand for our products on a yearly basis. Transactions between the Company and MRL present possible conflicts of interest that could have an adverse effect on the Company if they are not managed appropriately.
Competition in our industry is intense, and an increase in competition in the markets in which we sell our products could adversely affect our earnings and profitability. We compete with a broad range of companies within our industry.
Competition in our industries is intense, and an increase in competition in the markets in which we sell our products could adversely affect our earnings and profitability. We compete with a broad range of companies within our industries.
In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. In addition, we are not fully insured against all risks incident to our business because certain risks are not fully insurable, coverage is unavailable, 31 Table of Contents or premium costs, in our judgment, do not justify such expenditures.
In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. In addition, we are not fully insured against all risks incident to our business because certain risks are not fully insurable, coverage is unavailable, or premium costs, in our judgment, do not justify such expenditures.
A failure to comply with the covenants, ratios or tests in our revolving credit facility, the DOE Facility, our secured hedge agreements, the indentures governing our senior notes or any future indebtedness could result in an event of default under our revolving credit facility, our secured hedge agreements, the indentures governing our senior notes or our future indebtedness, which, if not cured or waived, could have a material adverse effect on our business, financial 36 Table of Contents condition and results of operations.
A failure to comply with the covenants, ratios or tests in our revolving credit facility, the DOE Facility, our secured hedge agreements, the indentures governing our senior notes or any other current or future indebtedness could result in an event of default under our revolving credit facility, our secured hedge agreements, the indentures governing our senior notes or our future indebtedness, which, if not cured or waived, could have a material adverse effect on our 37 Table of Contents business, financial condition and results of operations.
We may be unable to ship the renewable transportation fuels or obtain renewable feedstock materials as a result of these transportation companies’ failure to operate properly, or if new and more stringent regulatory requirements are implemented affecting transportation operations or equipment.
We may be unable to ship the renewable transportation fuels or obtain renewable feedstock materials as a result of these transportation companies’ failure to operate properly, or if new and more 46 Table of Contents stringent regulatory requirements are implemented affecting transportation operations or equipment.
In addition, employees who are not currently represented by labor unions may seek union representation in the future, and any renegotiation of current 32 Table of Contents collective bargaining agreements may result in terms that are less favorable to us.
In addition, employees who are not currently represented by labor unions may seek union representation in the future, and any renegotiation of current collective bargaining agreements may result in terms that are less favorable to us.
Aron terminates the Shreveport Supply and Offtake Agreement and we have to repurchase the inventories. 34 Table of Contents Indebtedness; Financing We have a substantial amount of indebtedness, which may adversely affect our cash flow and our ability to operate our business.
Aron terminates the Shreveport Supply and Offtake Agreement and we have to repurchase the inventories. 35 Table of Contents We have a substantial amount of indebtedness, which may adversely affect our cash flow and our ability to operate our business.
We rely on borrowings and letters of credit under our revolving credit facility to purchase feedstocks for our facilities, and to lease certain precious metals for use in our operations. The borrowing base under our revolving credit facility is determined weekly or monthly depending upon availability levels or the existence of a default or event of default.
We rely on borrowings and letters of credit under our revolving credit facility to purchase feedstocks for our facilities for use in our operations. The borrowing base under our revolving credit facility is determined weekly or monthly depending upon availability levels or the existence of a default or event of default.
Department of Energy (“DOE”) and MRL has the ability to draw additional tranches of up to $658 million from 2025 through the anticipated completion of this project in 2028. Calumet is not a guarantor of MRL indebtedness. Our substantial indebtedness could adversely affect our results of operations, business and financial condition, and our ability to meet our debt obligations.
Department of Energy (“DOE”) and MRL has the ability to draw additional tranches of up to $624.6 million through the anticipated completion of this project in 2028. Calumet is not a guarantor of MRL indebtedness. Our substantial indebtedness could adversely affect our results of operations, business and financial condition, and our ability to meet our debt obligations.
Because of some of our competitors’ geographic diversity, larger and more complex refineries, integrated operations and greater resources, some of our competitors may be better able to withstand volatile market conditions, to obtain crude oil in time of shortage and to bear the economic risks inherent in all areas of the refining industry.
Because of some of our competitors’ geographic diversity, larger and more complex refineries, integrated operations and greater resources, some of our competitors may be better able to withstand volatile market conditions, to obtain crude oil and renewable feedstocks in time of shortage and to bear the economic risks inherent in all areas of the industries.
This dynamic means that market product prices may increase more than our utility costs, creating higher margins when natural gas and utility costs increase less than international competitors’ utility prices. Natural gas and utility costs constituted approximately 10.3% and 15.4% of our total operating expenses included in cost of sales for the years ended December 31, 2024 and 2023, respectively.
This dynamic means that market product prices may increase more than our utility costs, creating higher margins when natural gas and utility costs increase less than international competitors’ utility prices. Natural gas and utility costs constituted approximately 14.0% and 10.3% of our total operating expenses included in cost of sales for the years ended December 31, 2025 and 2024, respectively.
Please read Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt and Credit Facilities” for additional information.
Read Part II, Item 7 “Management’s Discussion and 31 Table of Contents Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt and Credit Facilities” for additional information.
Termination by the licensor may cause MRL to lose valuable rights and could prevent MRL from operating the Montana Renewables 45 Table of Contents facility or otherwise operating its business.
Termination by the licensor may cause MRL to lose valuable rights and could prevent MRL from operating the Montana Renewables facility or otherwise operating its business.
A tranche of the revolving credit facility includes a $50.0 million senior secured first loaned in and last to be repaid out (“FILO”) revolving credit facility. In addition, as of February 28, 2025, MRL had approximately $782 million of outstanding indebtedness under a loan guarantee agreement (the “DOE Facility”) with the U.S.
A tranche of the revolving credit facility includes a $50.0 million senior secured first loaned in and last to be repaid out (“FILO”) revolving credit facility. In addition, as of February 27, 2026, MRL had approximately $815.4 million of outstanding indebtedness under a loan guarantee agreement (the “DOE Facility”) with the U.S.
Most recently, the EPA has established these volume mandates for RFS program years 2023, 2024 and 2025 under final rules published in June 2023. We, and other refiners subject to RFS requirements, may meet those requirements by blending the necessary volumes of renewable transportation fuels into our production.
The EPA established these volume mandates for RFS program years 2023, 2024 and 2025 under final rules published in June 2023; the EPA further proposed RFS volume requirements for 2026 and 2027 in June 2025. We, and other refiners subject to RFS requirements, may meet those requirements by blending the necessary volumes of renewable transportation fuels into our production.
Additionally, as of February 27, 2025, The Heritage Group and certain of their affiliates beneficially owned approximately 25.5% of the outstanding shares of our common stock (prior to any potential dilution resulting from exercise of the warrants). The Sponsor Parties have registration rights with respect to the shares of common stock they receive pursuant to the Conversion.
Additionally, as of February 26, 2026, The Heritage Group and certain of their affiliates beneficially owned approximately 19.4% of the outstanding shares of our common stock (prior to any potential dilution resulting from exercise of the warrants). The Sponsor Parties have registration rights with respect to the shares of common stock they receive pursuant to the Conversion.
As of December 31, 2024, we had $286.6 million outstanding borrowings under our revolving credit facility and $45.4 million in standby letters of credit were issued under our revolving credit facility. The foregoing interest rates are subject to adjustment based on fluctuations in daily SOFR or the prime rate, as applicable.
As of December 31, 2025, we had $94.6 million outstanding borrowings under our revolving credit facility and $75.2 million in standby letters of credit were issued under our revolving credit facility. The foregoing interest rates are subject to adjustment based on fluctuations in daily SOFR or the prime rate, as applicable.
However, the EPA granted certain of our refineries the small refinery exemption (“SRE”) provided by the RFS in past years including, most recently, for the 2018 program year. Refineries that receive a SRE are not subject to the RFS renewable blending requirements for the corresponding calendar year.
However, the EPA granted certain of our refineries the small refinery exemption (“SRE”) provided by the RFS in past years including, most recently, in August 2025 for program years 2019 through 2024. Refineries that receive a SRE are not subject to the RFS renewable blending requirements for the exempt volume in the corresponding calendar year.
Furthermore, our actions or responses to any such negotiations, labor disputes, strikes or work stoppages could negatively impact how we are perceived and the impact on our reputation could have adverse effects on our business. Our method of valuing inventory may result in decreases in net income. The nature of our business requires us to maintain substantial quantities of inventories.
Furthermore, our actions or responses 33 Table of Contents to any such negotiations, labor disputes, strikes or work stoppages could negatively impact how we are perceived and the impact on our reputation could have adverse effects on our business. Our method of valuing inventory may result in decreases in net income.
Risks Related to Montana Renewables If there is not sufficient demand for renewable energy, if renewable energy markets do not develop or take longer to develop than we anticipate, or if we do not realize the expected SAF premium, we may be unable to achieve our investment objectives for MRL, which could have a material adverse impact on our results of operations and financial condition.
We cannot assure stockholders that we would be able to refinance our indebtedness or that the terms on which we could refinance our indebtedness would be favorable. 43 Table of Contents Risks Related to Montana Renewables If there is not sufficient demand for renewable energy, if renewable energy markets do not develop or take longer to develop than we anticipate, or if we do not realize the expected SAF premium, we may be unable to achieve our investment objectives for MRL, which could have a material adverse impact on our results of operations and financial condition.
We had approximately $2.1 billion of outstanding indebtedness as of December 31, 2024, including $441.8 million of indebtedness at MRL, an unrestricted subsidiary of the Company and for which the parent Company is not a guarantor. We have availability for borrowings of approximately $116.1 million under our senior secured revolving credit facility.
We had approximately $2.3 billion of outstanding indebtedness as of December 31, 2025, including $815.4 million of indebtedness at MRL, an unrestricted subsidiary of the Company and for which the parent Company is not a guarantor. We have availability for borrowings of approximately $242.5 million under our senior secured revolving credit facility.
For example, daily prices for natural gas as reported on the NYMEX ranged between $3.95 and $1.58 per million British thermal unit (“MMBtu”) in 2024, and between $4.17 and $1.99 per MMBtu in 2023. Typically, electricity prices fluctuate with natural gas prices.
For example, daily prices for natural gas as reported on the NYMEX ranged between $5.29 and $2.70 per million British thermal unit (“MMBtu”) in 2025, and between $3.95 and $1.58 per MMBtu in 2024. Typically, electricity prices fluctuate with natural gas prices.
Although the initial commissioning of the facility was successful, any significant curtailing of production at Montana Renewables may result in materially lower levels of revenues or cash flows and materially increased expenses for the duration of any downtime and may materially adversely impact our results of operations, financial conditions and ability to pay the principal of, redemption premium, if any, and/or interest on outstanding debt obligations. 43 Table of Contents Montana Renewables is subject to a number of statutes and regulations that could have an adverse effect on Montana Renewables’ operations.
Although the initial commissioning of the facility was successful, any significant curtailing of production at Montana Renewables may result in materially lower levels of revenues or cash flows and materially increased expenses for the duration of any downtime and may materially adversely impact our results of operations, financial conditions and ability to pay the principal of, redemption premium, if any, and/or interest on outstanding debt obligations.
Any of these outcomes could impair our ability to compete effectively, damage our reputation, result in the loss of our or our customers’ property or information and/or materially adversely affect our business, financial condition and results of operations. Customers and Suppliers Our arrangement with J. Aron exposes us to J.
Any of these outcomes could impair our ability to compete effectively, damage our reputation, result in the loss of our or our customers’ property or information and/or materially adversely affect our business, financial condition and results of operations. Indebtedness; Financing Our arrangement with J. Aron exposes us to J. Aron-related credit and performance risk as well as potential refinancing risks.
Some of our inventory is commodity based, providing us little control over the changing market value of these inventories.
The nature of our business requires us to maintain substantial quantities of inventories. Some of our inventory is commodity based, providing us little control over the changing market value of these inventories.
Many factors will influence the widespread adoption of renewable energy and demand for renewable energy projects, including: ● cost-effectiveness of renewable energy technologies as compared with conventional and competitive technologies; ● performance and reliability of renewable energy products as compared with conventional and non-renewable products; ● fluctuations in economic and market conditions that impact the viability of conventional and competitive alternative energy sources; ● increases or decreases in the prices of oil, coal and natural gas; and ● availability or effectiveness of government subsidies, incentives and mandates. 42 Table of Contents We also face the risks that SAF cannot generate the premium we currently expect, that a market for SAF does not evolve as expected and that alternate technologies supersede the expected demand for SAF.
Many factors will influence the widespread adoption of renewable energy and demand for renewable energy projects, including: ● cost-effectiveness of renewable energy technologies as compared with conventional and competitive technologies; ● performance and reliability of renewable energy products as compared with conventional and non-renewable products; ● fluctuations in economic and market conditions that impact the viability of conventional and competitive alternative energy sources; ● increases or decreases in the prices of oil, coal and natural gas; and ● availability or effectiveness of government subsidies, incentives and mandates.
Aron-related credit and performance risk as well as potential refinancing risks. In January 2024, the Partnership and J. Aron & Company (“J. Aron”) entered into a Monetization Master Agreement (the “Master Agreement”), a related Financing Agreement (the “Financing Agreement”) and Supply and Offtake Agreement (together with the Master Agreement and the Financing Agreement, the “Shreveport Supply and Offtake Agreement”).
In January 2024, the Partnership and J. Aron & Company (“J. Aron”) entered into a Monetization Master Agreement (the “Master Agreement”), a related Financing Agreement (the “Financing Agreement”) and 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.
The threat of climate change continues to attract considerable attention in the United States and foreign countries. As a result, numerous proposals have been made and are likely to continue to be made at the international, national, regional and state levels of government to monitor and limit emissions of GHGs as well as to eliminate such future emissions.
The threat of climate change continues to attract considerable attention in the United States and foreign countries. As a result, numerous approaches have been taken by international, national, regional and state regulatory bodies to monitor and limit emissions of GHGs as well as to eliminate such future emissions.
The inability to receive an exemption under the RFS program for one or more of our refineries; any increase in the final minimum volumes of renewable fuels that must be blended with refined petroleum fuels; and/or any increase in the cost to acquire RINs may, individually or in the aggregate, have the potential to result in significant costs in connection with RIN compliance, which costs could be material. 40 Table of Contents Refer to Note 2 — “Summary of Significant Accounting Policies” under Part II, Item 8 “Financial Statements — Notes to Consolidated Financial Statements” for further information.
The inability to receive an exemption under the RFS program for one or more of our refineries; any increase in the final minimum volumes of renewable fuels that must be blended with refined petroleum 41 Table of Contents fuels; and/or any increase in the cost to acquire RINs may, individually or in the aggregate, have the potential to result in higher costs in connection with RIN compliance, which could be material.
The availability and cost of renewable identification numbers and results of litigation related to our SRE petitions could have a material adverse effect on our results of operations and financial condition and our ability to make payments on our debt obligations.
Read Items 1 and 2 “Business and Properties — Environmental and Occupational Health and Safety Matters” for additional information. The availability and cost of renewable identification numbers and results of litigation related to our SRE petitions could have a material adverse effect on our results of operations and financial condition and our ability to make payments on our debt obligations.
Our specialty product margins are influenced by the price of our feedstocks, many of which are commodities. If feedstock prices increase, our margins would fall unless we are able to pass through these price increases to our customers. For example, during fiscal year 2022, higher material and feedstock costs adversely impacted our margins for our Performance Brands segment.
Our specialty product margins are influenced by the price of our feedstocks, many of which are commodities. If feedstock prices increase, our margins would fall unless we are able to pass through these price increases to our customers.
The Gulf Coast 2/1/1 crack spread ranged from a high of 29 Table of Contents $31.42 per barrel to a low of $9.45 per barrel during 2024 and averaged $17.02 per barrel during 2024 compared to an average of $31.64 in 2023.
The Gulf Coast 2/1/1 crack spread ranged from a high of 30 Table of Contents $34.05 per barrel to a low of $16.70 per barrel during 2025 and averaged $24.04 per barrel during 2025 compared to an average of $17.02 in 2024.
Our ability to comply with the covenants and restrictions in our revolving credit facility, the DOE Facility, our secured hedge agreements and the indentures governing our senior notes may be affected by events beyond our control. If market or other economic conditions deteriorate, our ability to comply with these covenants and restrictions may be impaired.
Our ability to comply with the covenants and restrictions in our various financing arrangements, including our revolving credit facility, the DOE Facility, our secured hedge agreements and the indentures governing our senior notes may be materially adversely affected by events beyond our control.
For example, we are not insured for all environmental liabilities, including, but not limited to, product spills and other releases at all of our facilities. If we were to incur a significant liability for which we are not insured or fully insured, it could affect our financial condition and diminish our ability to make payments of our debt obligations.
If we were to incur a 32 Table of Contents significant liability for which we are not insured or fully insured, it could affect our financial condition and diminish our ability to make payments of our debt obligations.
Item 1A. Risk Factors An investment in our common stock involves a significant degree of risk. Before you invest in our common stock, you should carefully consider the risk factors discussed or referenced below.
Item 1A. Risk Factors An investment in our common stock involves a significant degree of risk. Before you invest in our common stock, you should carefully consider the risk factors discussed or referenced below. If any of the risks discussed below were actually to occur, our business, financial position or results of operations could be materially adversely affected.
MRHL may also face civil liabilities or fines in the ordinary course of its business as a result of damages to third parties. These liabilities may result in MRHL making indemnification payments in accordance with applicable laws to the extent and in the amount that such indemnification payments are not covered by MRHL’s insurance policies.
These liabilities may result in the MRHL making indemnification payments in accordance with applicable laws to the extent and in the amount that such indemnification payments are not covered by the Company’s insurance policies.
Geopolitical tensions or conflicts, such as ongoing conflict in Ukraine and the Middle East, may further heighten the risk of cybersecurity incidents. Such incidents could lead to unauthorized access to data and systems, intentional or inadvertent releases of confidential information, including personally identifiable information, corruption of data and disruption of critical systems and operations.
Such incidents could lead to unauthorized access to data and systems, intentional or inadvertent releases of confidential information, including personally identifiable information, corruption of data and disruption of critical systems and operations.
Our refineries produce a higher ratio of diesel than national averages, and since ethanol cannot be blended into diesel we therefore have a more difficult “compliance pathway” than average.
There also continues to be a shortage of advanced biofuel production resulting in increased difficulties meeting the original RFS program mandates. Our refineries produce a higher ratio of diesel than national averages, and since ethanol cannot be blended into diesel we therefore have a more difficult “compliance pathway” than average.
If any of the risks discussed below were actually to occur, our business, financial position or results of operations could be materially adversely affected. 28 Table of Contents Risks Related to our Business Results of Operations and Financial Condition Our business depends on supply and demand fundamentals, which can be adversely affected by numerous macroeconomic factors outside of our control and which may in turn impact our operational and financial performance, including our ability to execute our business strategies in the expected time frame.
References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past. 29 Table of Contents Risks Related to our Business Results of Operations and Financial Condition Our business depends on supply and demand fundamentals, which can be adversely affected by numerous macroeconomic factors outside of our control and which may in turn impact our operational and financial performance, including our ability to execute our business strategies in the expected time frame.
While Montana Renewables Holdings LLC (“MRHL”) maintains insurance to protect against certain of these operating risks, the proceeds of such insurance may not be adequate to cover Montana Renewable’s lost revenues or increased costs. Under such circumstances, no assurance can be given concerning the ability of Montana Renewables to generate sufficient revenues to make timely payments of its debt obligations.
While the Company maintains insurance to protect against certain of these operating risks, the proceeds of such insurance may not be adequate to cover Montana Renewable’s lost revenues or increased costs.
While we carry cyber insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim.
While we carry cyber insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. 34 Table of Contents We are also subject to an evolving landscape of laws and regulations in a range of jurisdictions governing the handling of information and the operation of information systems, including those relating to privacy, cybersecurity and data protection.
Refer to Note 2 — “Summary of Significant Accounting Policies” under Part II, Item 8 “Financial Statements — Notes to Consolidated Financial Statements” for additional information relating to the status of SRE petitions for specific compliance years. We cannot predict the final outcome of these matters or whether they may result in increased RFS program compliance costs.
We have submitted SRE petitions for our Shreveport and Great Falls refineries which are pending for 2025. Refer to Note 2 — “Summary of Significant Accounting Policies” under Part II, Item 8 “Financial Statements — Notes to Consolidated Financial Statements” for additional information relating to the status of SRE petitions for specific compliance years.
Our operations require numerous permits and authorizations under various occupational, environmental and other laws and regulations. These authorizations and permits are subject to revocation, renewal or modification and can require operational changes to limit impacts or potential impacts on the environment and/or the health or safety of workers.
These authorizations and permits are subject to revocation, renewal or modification and can require operational changes to limit impacts or potential impacts on the environment and/or the health or safety of workers. Changes in leadership or priorities at the federal or state level may result in more stringent conditions with respect to the acquisition of these authorizations and permits.
Moreover, the price of RINs remains subject to extreme volatility, with the potential for significant increases in price driven by political decisions rather than fundamentals. There also continues to be a shortage of advanced biofuel production resulting in increased difficulties meeting the original RFS program mandates.
We cannot predict the final outcome of these matters or whether they may result in increased RFS program compliance costs. Moreover, the price of RINs remains subject to extreme volatility, with the potential for significant increases in price driven by political decisions rather than fundamentals.
Our involvement in such litigation may strain our resources, increase our costs and distract management, even if we are successful at certain stages.
Refer to Note 2 — “Summary of Significant Accounting Policies” under Part II, Item 8 “Financial Statements — Notes to Consolidated Financial Statements” for further information. Our involvement in such litigation may strain our resources, increase our costs and distract management, even if we are successful at certain stages.
Subsequent changes to our tax liabilities as a result of these audits may also subject us to interest and penalties. There can be no certainty that our federal, state, local or foreign taxes could be passed on to our customers. Item 1B. Unresolved Staff Comments None.
Subsequent changes to our tax liabilities as a result of these audits may also subject us to interest and penalties.
For example, the Inflation Reduction Act of 2022 contains tax inducements and other provisions that incentivize investment, development, and deployment of alternative energy sources and technologies. 41 Table of Contents We could incur substantial costs or disruptions in our business if we cannot obtain or maintain necessary permits and authorizations or otherwise comply with occupational, environmental and other laws and regulations.
We could incur substantial costs or disruptions in our business if we cannot obtain or maintain necessary permits and authorizations or otherwise comply with occupational, environmental and other laws and regulations. Our operations require numerous permits and authorizations under various occupational, environmental, import/export, and other laws and regulations.
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During 2021, we experienced a minor cybersecurity incident at one of our operating locations, which was effectively contained.
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The disclosures in this section reflect our beliefs and opinions as to factors that could materially and adversely affect us in the future.
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We are also subject to an evolving landscape of laws and regulations in a range of jurisdictions governing the handling of information and the operation of information systems, including those relating to privacy, cybersecurity and data 33 Table of Contents protection.
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For example, we are not insured for all environmental liabilities, including, but not limited to, product spills and other releases at all of our facilities.
Removed
Pursuant to the Shreveport Supply and Offtake Agreement, J.
Added
Geopolitical tensions or conflicts may further heighten the risk of cybersecurity incidents. Additionally, the emergence and maturation of artificial intelligence capabilities may also lead to new and/or more sophisticated methods of attack, including fraud that relies upon “deep fake” impersonation technology or other forms of generative automation that may scale up the efficiency or effectiveness of cybersecurity attacks.
Removed
Please read Items 1 and 2 “Business and Properties — Environmental and Occupational Health and Safety Matters” for additional information.
Added
We have experienced in the past, and may continue to experience attempts, to gain unauthorized access to our information systems.
Removed
We have submitted SRE petitions for our Shreveport and Great Falls refineries for multiple program years, including 2018, 2019, 2020, 2021, 2022, 2023 and 2024.
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If market or other economic conditions deteriorate, our ability to comply with these covenants and restrictions may be impaired.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe also carry cybersecurity insurance to protect against potential losses arising from a cybersecurity incident. Our policies and procedures also address the oversight, identification, and mitigation of cybersecurity risks associated with our use of third-party service providers.
Biggest changeWe also carry cybersecurity insurance to protect against potential losses arising from a cybersecurity incident. Our policies and procedures also address the oversight, identification, and mitigation of cybersecurity risks associated with our use of third-party service providers. We have an Incident Response Plan (“IRP”) that defines and documents procedures for assessing, identifying, and managing a cybersecurity incident.
As part of our overall risk mitigation strategy, the Company maintains cyber insurance coverage; however, such insurance may not be sufficient in type or amount to cover us against claims related to cybersecurity incidents or other related breaches. Please refer to Part I, Item 1A “Risk Factors — Risks Related to Our Business” for additional information about our cybersecurity risks.
As part of our overall risk mitigation strategy, the Company maintains cyber insurance coverage; however, such insurance may not be sufficient in type or amount to cover us against claims related to cybersecurity incidents or other related breaches. Refer to Part I, Item 1A “Risk Factors — Risks Related to Our Business” for additional information about our cybersecurity risks.
Our Director of Information Technology, who has extensive cybersecurity knowledge and skills gained from over twenty years of work experience at the Company and elsewhere, heads the team responsible for implementing, monitoring and maintaining cybersecurity and data protection practices across our business and reports directly to the Executive Vice President — Chief Financial Officer.
Our Vice President of Information Technology, who has extensive cybersecurity knowledge and skills gained from over twenty years of work experience at the Company and elsewhere, heads the team responsible for implementing, monitoring and maintaining cybersecurity and data protection practices across our business and reports directly to the Executive Vice President — Chief Financial Officer.
The Director of Information Technology receives reports on cybersecurity threats from a number of experienced information security officers responsible for various parts of the business on an ongoing basis and in conjunction with management, regularly reviews risk management measures implements by the Company to identify and mitigate data protection and cybersecurity risks.
The Vice President of Information Technology receives reports on cybersecurity threats from a number of experienced information security officers responsible for various parts of the business on an ongoing basis and in conjunction with management, regularly reviews risk management measures implements by the Company to identify and mitigate data protection and cybersecurity risks.
This is intended to provide cross-functional visibility, as well as executive leadership oversight, to address and mitigate associated risks. Our internal IT group audits our information security programs, and the results are reported to our executive management and the Risk Committee of our Board of Directors by the Director of Information Technology.
This is intended to provide cross-functional visibility, as well as executive leadership oversight, to address and mitigate associated risks. Our internal IT group audits our information security programs, and the results are reported to our executive management and the Risk Committee of our Board of Directors by the Vice President of Information Technology.
Aside from more immediate reporting of certain incidents to our Board of Directors as described above, our Director of Information Technology provides our Risk Committee an update on cybersecurity at least every other quarter and more often as necessary.
Aside from more immediate reporting of certain incidents to our Board of Directors as described above, our Vice President of Information Technology provides our Risk Committee an update on cybersecurity at least every other quarter and more 51 Table of Contents often as necessary.
Our Director of Information Technology works with Legal to oversee compliance with legal, regulatory, and contractual security requirements. Our Board has delegated the primary responsibility to oversee cybersecurity matters to the Risk Committee.
Our Vice President of Information Technology works with Legal to oversee compliance with legal, regulatory, and contractual security requirements. In addition, the Company routinely provides various types of cybersecurity trainings to its employees. Our Board has delegated the primary responsibility to oversee cybersecurity matters to the Risk Committee.
Removed
Our policy stipulates that each third-party service provider go through a 48 Table of Contents mandatory IT Security Governance review and obtain formal approval by our IT Security Governance group before it can be used. We have an Incident Response Plan (“IRP”) that defines and documents procedures for assessing, identifying, and managing a cybersecurity incident.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAs a result, we may, at any given time, be a defendant in various legal proceedings and litigation arising in the ordinary course of business. Please read Items 1 and 2 “Business and Properties — Environmental and Occupational Health and Safety Matters” for a description of our current regulatory matters related to the environment, health and safety.
Biggest changeAs a result, we may, at any given time, be a defendant in various legal proceedings and litigation arising in the ordinary course of business. Read Items 1 and 2 “Business and Properties — Environmental and Occupational Health and Safety Matters” for a description of our current regulatory matters related to the environment, health and safety.
Additionally, the information provided under Note 6 — “Commitments and Contingencies” in Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements” is incorporated herein by reference. Item 4. Mine Safety Disclosures Not applicable. ​ 49 Table of Contents PART II
Additionally, the information provided under Note 6 — “Commitments and Contingencies” in Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements” is incorporated herein by reference. Item 4. Mine Safety Disclosures Not applicable. ​ 52 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeWe intend to consider the declaration of a dividend on a quarterly basis, although there is no assurance as to future dividends since they are dependent upon future earnings, capital requirements, our financial condition and other factors. Sales of Unregistered Securities None. Issuer Purchases of Equity Securities None. Item 6. Reserved ​ 50 Table of Contents
Biggest changeOur future dividend policy is within the discretion of our board of directors and will depend upon various factors, including our results of operations, financial condition, capital requirements, investment opportunities, and restrictions under our debt agreements. Sales of Unregistered Securities None. Issuer Purchases of Equity Securities None. Item 6. Reserved ​ 53 Table of Contents
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is quoted and traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “CLMT.” As of February 28, 2025, there were approximately 23 registered holders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is quoted and traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “CLMT.” As of February 27, 2026, there were approximately 17 registered holders of record of our common stock.
A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares of record are held by banks, brokers and other financial institutions. As of February 28, 2025, there were 86,207,118 shares of our common stock outstanding.
A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares of record are held by banks, brokers and other financial institutions. As of February 27, 2026, there were 86,776,552 shares of our common stock outstanding. We do not expect to pay dividends for the foreseeable future.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

111 edited+73 added−69 removed48 unchanged
Biggest changeGross profit for our business segments were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2024 2023 % Change ​ ​ (Dollars in millions, except per barrel data) ​ Gross profit by segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ Specialty Products and Solutions: ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit ​ $ 189.0 ​ $ 402.2 (53.0) % Percentage of sales ​ 6.8 % 14.0 % (7.2) % Specialty Products and Solutions gross profit per barrel ​ $ 8.26 ​ $ 18.73 (55.9) % Montana/Renewables: ​ ​ ​ Gross profit (loss) ​ $ (53.5) ​ $ (32.6) 64.1 % Percentage of sales ​ (5.0) % (3.3) % (1.7) % Montana/Renewables gross profit (loss) per barrel ​ $ (6.14) ​ $ (4.56) 34.6 % Performance Brands: ​ ​ ​ Gross profit ​ $ 95.3 ​ $ 82.1 16.1 % Percentage of sales ​ 28.4 % 26.5 % 1.9 % Performance Brands gross profit per barrel ​ $ 152.24 ​ $ 160.35 (5.1) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total gross profit ​ $ 230.8 ​ $ 451.7 (48.9) % Percentage of sales ​ 5.5 % 10.8 % (5.3) % ​ 62 Table of Contents The components of the $213.2 million decrease in Specialty Products and Solutions segment gross profit in 2024, as compared to 2023, were as follows: ​ ​ ​ ​ ​ Dollar Change ​ ​ (In millions) Year ended December 31, 2023 reported gross profit ​ $ 402.2 Cost of materials ​ 109.0 Operating costs ​ 22.2 LCM / LIFO inventory adjustments ​ (2.3) Volumes ​ 43.5 Sales price ​ ​ (275.4) RINs expense ​ ​ (110.2) Year ended December 31, 2024 reported gross profit ​ $ 189.0 ​ The decrease in Specialty Products and Solutions segment gross profit for the year ended December 31, 2024, as compared to the same period in 2023, was primarily due to the impact of RINs prices.
Biggest changeGross profit for our business segments were as follows (in millions, except per barrel data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ % Change ​ Gross profit by segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ Specialty Products and Solutions: ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit ​ $ 265.7 ​ $ 189.0 40.6 % Percentage of sales ​ 10.1 % 6.8 % 3.3 % Specialty Products and Solutions gross profit per barrel ​ $ 11.46 ​ $ 8.26 38.7 % Montana/Renewables: ​ ​ ​ ​ ​ ​ Gross loss ​ $ (98.2) ​ $ (53.5) 83.6 % Percentage of sales ​ (8.2) % (5.0) % (3.2) % Montana/Renewables gross loss per barrel ​ $ (10.63) ​ $ (6.14) 73.2 % Performance Brands: ​ ​ ​ ​ ​ ​ Gross profit ​ $ 78.2 ​ $ 95.3 (17.9) % Percentage of sales ​ 25.1 % 28.4 % (3.3) % Performance Brands gross profit per barrel ​ $ 132.32 ​ $ 152.24 (13.1) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total gross profit ​ $ 245.7 ​ $ 230.8 6.5 % Percentage of sales ​ 5.9 % 5.5 % 0.4 % ​ 65 Table of Contents The components of the $76.7 million increase in Specialty Products and Solutions segment gross profit in 2025, as compared to 2024, were as follows (in millions): ​ ​ ​ ​ ​ ​ ​ ​ Dollar Change Year ended December 31, 2024 reported gross profit ​ $ 189.0 Cost of materials ​ 267.9 Operating costs (excl.
Contingencies For a summary of litigation and other contingencies, please read Note 6 — “Commitments and Contingencies” under Part II, Item 8 “Financial Statements and Supplementary Data — Notes to 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.
Contingencies For a summary of litigation and other contingencies, read Note 6 — “Commitments and Contingencies” under Part II, Item 8 “Financial Statements and Supplementary Data — Notes to 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.
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; and (k) all extraordinary, unusual or non-recurring items of gain or loss, or revenue or expense.
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.
The Shreveport Supply and Offtake Agreement replaced the Company’s previous inventory financing agreement with Macquarie, which terminated on January 17, 2024. Please refer to Note 7 — “Inventory Financing Agreements” in Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements” for additional information.
The Shreveport Supply and Offtake Agreement replaced the Company’s previous inventory financing agreement with Macquarie, which terminated on January 17, 2024. Refer to Note 7 — “Inventory Financing Agreements” in Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements” for additional information.
For additional information, see Note 18 — “Segments and Related Information” under Part II, Item 8 “Financial Statements and Supplementary Data — Notes to 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.
For additional information, refer to Note 18 — “Segments and Related Information” under Part II, Item 8 “Financial Statements and Supplementary Data — Notes to 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.
We believe that these non-GAAP measures are useful to analysts and investors as they exclude transactions not related to our core cash operating activities and provide metrics to analyze our ability to pay interest to our noteholders. However, the indentures governing our senior notes contain covenants that, among other things, restrict our ability to pay distributions.
We believe that these non-GAAP measures are useful to analysts and investors as they exclude transactions not related to our core cash operating activities and provide metrics to analyze our ability to pay interest to our noteholders. However, the indentures governing our senior notes contain covenants that, among other things, restrict our ability to pay dividends.
Please read “Liquidity and Capital Resources — Debt and Credit Facilities” for additional details regarding the covenants governing our debt instruments. EBITDA and Adjusted EBITDA 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.
Read “Liquidity and Capital Resources — Debt and Credit Facilities” 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.
See Note 2 — “Summary of Significant Accounting Policies” under Part II, Item 8 “Financial Statements — Notes to Consolidated Financial Statements” for further information on the Company’s RINs obligation.
Refer to Note 2 — “Summary of Significant Accounting Policies” under Part II, Item 8 “Financial Statements — Notes to Consolidated Financial Statements” for further information on the Company’s RINs obligation.
Please read Item 7 “Management’s Discussion and Analysis — Non-GAAP Financial Measures” for a reconciliation of EBITDA and Adjusted EBITDA to Net income (loss), our most directly comparable financial performance measure calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”).
Read Item 7 “Management’s Discussion and Analysis — 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”).
EBITDA and Adjusted EBITDA 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.
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 industries, 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.
However, the use of different assumptions could result in significantly different results and actual results could differ from those estimates. The following discussion of accounting 70 Table of Contents estimates is intended to supplement the Summary of Significant Accounting Policies presented in Note 2 to our consolidated financial statements in Part II, Item 8.
However, the use of different assumptions could result in significantly different results and actual results could differ from those estimates. The following discussion of accounting estimates is intended to supplement the Summary of Significant Accounting Policies presented in Note 2 to our consolidated financial statements in Part II, Item 8.
Unrestricted Subsidiaries See Note 19 — “Unrestricted Subsidiaries” under Part II, Item 8 “Financial Statements — Notes to Consolidated Financial Statements” for further information regarding certain financial information of our unrestricted subsidiaries.
Unrestricted Subsidiaries Refer to Note 19 — “Unrestricted Subsidiaries” under Part II, Item 8 “Financial Statements — Notes to Consolidated Financial Statements” for further information regarding certain financial information of our unrestricted subsidiaries.
We believe that Specialty Products and Solutions, Montana/Renewables and Performance Brands segment Adjusted EBITDA 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.
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.
We provide reconciliations of EBITDA and Adjusted EBITDA to Net income (loss), our most directly comparable financial performance measure calculated and presented in accordance with GAAP.
We provide reconciliations 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.
We were in compliance with all covenants under our debt instruments in place as of December 31, 2024, and believe we have adequate liquidity to conduct our business.
We were in compliance with all covenants under our debt instruments in place as of December 31, 2025, and believe we have adequate liquidity to conduct our business.
While we are not immune to the impacts of an economic 53 Table of Contents 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.
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.
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.
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. 55 Table of Contents 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.
The following discussion analyzes the financial condition and results of operations of the Company for the years ended December 31, 2024, 2023 and 2022. Stockholders should read the following discussion and analysis of the financial condition and results of operations of the Company in conjunction with the historical consolidated financial statements and notes included elsewhere in this Annual Report.
The following discussion analyzes the financial condition and results of operations of the Company for the years ended December 31, 2025, 2024, and 2023, respectively. Stockholders should read the following discussion and analysis of the financial condition and results of operations of the Company in conjunction with the historical consolidated financial statements and notes included elsewhere in this Annual Report.
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. Historically, we considered net income (loss) to be the most directly comparable GAAP measure to EBITDA.
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.
(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 our Royal Purple, Bel-Ray and Calumet Packaging facilities.
(2) Represents asphalt, heavy fuel oils and other products produced in connection with the production of fuels at the Montana specialty asphalt facility. (3) Represents packaged and synthetic specialty products at our Royal Purple, Bel-Ray and Calumet Packaging facilities.
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.
We believe we will continue to have sufficient 56 Table of Contents 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.
The loan guarantee is structured in two tranches, with the first tranche of approximately $782 million disbursed on February 18, 2025 (the “Funding Date”) to fund eligible expenses previously incurred 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.
Our master derivatives contracts and Collateral Trust Agreement (as defined below) continue to impose a number of covenant limitations on our operating and financing activities, including limitations on liens on collateral, limitations on dispositions 69 Table of Contents of collateral and collateral maintenance and insurance requirements.
Our master derivatives contracts and Collateral Trust Agreement (as defined below) continue to impose a number of covenant limitations on our operating and financing activities, including limitations on liens on collateral, limitations on dispositions of collateral and collateral maintenance and insurance requirements.
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 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 consolidated statements of 71 Table of Contents operations (with the exception of RINs for compliance year 2019 related to the San Antonio refinery, which amount is reflected in other operating expense in the consolidated statements of operations).
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 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 consolidated statements of operations (with the exception of RINs for compliance year 2019 related to the San Antonio refinery, which amount is reflected in other operating expense in the consolidated statements of operations for the year ended December 31, 2023).
For more information, see Part I, Item 1A, “Risk Factors — The availability and cost of renewable identification numbers and results of litigation related to our SRE petitions could have a material adverse effect on our results of operations and financial condition and our ability to make payments on our debt obligations.” For the year ended December 31, 2024, we recorded a gain of $31.9 million for RINs, as compared to a gain of $231.2 million for RINs for the year ended December 31, 2023.
For more information, see Part I, Item 1A, “Risk Factors — The availability and cost of renewable identification numbers and results of litigation related to our SRE petitions could have a material adverse effect on our results of operations and financial condition and our ability to make payments on our debt obligations.” For the year ended December 31, 2025, we recorded a gain of $114.1 million for RINs, as compared to a gain of $31.9 million for RINs for the year ended December 31, 2024.
We had no additional letters of credit or cash margin posted with any hedging counterparty as of December 31, 2024.
We had no additional letters of credit or cash margin posted with any hedging counterparty as of December 31, 2025.
Adjusted EBITDA 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. 56 Table of Contents Results of Operations Production Volume.
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 58 Table of Contents decisions regarding the allocation of resources to segments. Corporate Adjusted EBITDA primarily reflects general and administrative costs. Results of Operations Production Volume.
In evaluating our performance as measured by EBITDA and Adjusted EBITDA, management recognizes and considers the limitations of these 59 Table of Contents measurements. EBITDA and Adjusted EBITDA do not reflect our liabilities for the payment of income taxes, interest expense or other obligations such as capital expenditures.
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.
Please read 55 Table of Contents Note 9 — “Derivatives” under Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements.” Our management uses several financial and operational measurements to analyze our performance.
Read Note 9 — “Derivatives” under Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements.” Our management uses several financial and operational measurements to analyze our performance.
Recent Accounting Pronouncements For a summary of recently issued and adopted accounting standards applicable to us, please read Note 2 — “Summary of Significant Accounting Policies” in Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements.”
Read Note 2 — “Summary of Significant Accounting Policies” for further information on our RINs obligation. Recent Accounting Pronouncements For a summary of recently issued and adopted accounting standards applicable to us, read Note 2 — “Summary of Significant Accounting Policies” in Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements.”
Total sales volume includes the sale of purchased blendstocks. 57 Table of Contents The following table reflects our consolidated results of operations and includes the non-GAAP financial measures EBITDA and Adjusted EBITDA.
Total sales volume includes the sale of purchased blendstocks. 59 Table of Contents The following table reflects our consolidated results of operations and includes the non-GAAP financial measures EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes.
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 renewable fuels facility, we process a variety of geographically advantaged renewable feedstocks into renewable diesel, sustainable aviation fuel, and renewable naphtha that are distributed into renewable markets in the western half of North America.
(collectively, the “Issuers”) issued $100.0 million aggregate principal amount of a new series of the Issuers’ 9.75% Senior Notes due 2028 (the “2028 Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act.
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.
Future internal growth projects or acquisitions may require expenditures in excess of our then-current cash flow from operations and borrowing availability under our revolving credit facility and may require us to issue debt or equity securities in public or private offerings or incur additional borrowings under bank credit facilities to meet those costs.
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.
Refer to Note 2 — “Summary of Significant Accounting Policies” in Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements” for additional information. The RVO is a quantity and cannot be settled financially with EPA.
The 2025 petition has not yet been decided by EPA. 76 Table of Contents Refer to Note 2 — “Summary of Significant Accounting Policies” in Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements” for additional information. The RVO is a quantity and cannot be settled financially with EPA.
We define Adjusted EBITDA Margin as Adjusted EBITDA divided by sales. The definition of Adjusted EBITDA presented in this Annual Report is similar to the calculation of “Consolidated Cash Flow” contained in the indentures governing our senior notes.
The definition of Adjusted EBITDA presented in this Annual Report is similar to the calculation of “Consolidated Cash Flow” contained in the indentures governing our senior notes.
The borrowing base on our revolving credit facilities increased from approximately $421.5 million as of December 31, 2023, to approximately $472.1 million at December 31, 2024. Our borrowing availability decreased from approximately $241.9 million at December 31, 2023, to approximately $140.1 million at December 31, 2024.
The borrowing base on our revolving credit facilities decreased from approximately $472.1 million as of December 31, 2024, to approximately $412.3 million at December 31, 2025. Our borrowing availability increased from approximately $140.1 million at December 31, 2024, to approximately $242.5 million at December 31, 2025.
The following tables present a reconciliation of Net income (loss), our most directly comparable GAAP financial performance measure to EBITDA and Adjusted EBITDA, for each of the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ (In millions) Reconciliation of Net income (loss) to EBITDA and Adjusted EBITDA ​ ​ ​ Net income (loss) ​ $ (222.0) ​ $ 48.1 ​ $ (173.3) Add: ​ ​ ​ Interest expense ​ 236.7 ​ 221.7 ​ 175.9 Depreciation and amortization ​ 149.0 ​ 146.9 ​ 98.3 Income tax expense ​ 0.8 ​ 1.6 ​ 3.4 EBITDA ​ $ 164.5 ​ $ 418.3 ​ $ 104.3 Add: ​ ​ ​ LCM / LIFO loss ​ $ 12.3 ​ $ 35.6 ​ $ 6.6 Unrealized (gain) loss on derivative instruments ​ (47.1) ​ (33.0) ​ $ 45.9 Debt extinguishment costs ​ 0.4 ​ 5.9 ​ 41.4 Amortization of turnaround costs ​ 38.0 ​ 36.1 ​ 23.1 Loss on impairment and disposal of assets ​ 2.0 ​ 3.5 ​ 0.7 RINs mark-to-market (gain) loss ​ (66.4) ​ (290.2) ​ 115.7 Equity-based compensation and other items ​ 19.7 ​ 20.2 ​ 34.4 Other non-recurring expenses (1) ​ 75.5 ​ 60.9 ​ 15.6 Noncontrolling interest adjustments ​ (4.1) ​ 3.2 ​ 2.3 Adjusted EBITDA ​ $ 194.8 ​ $ 260.5 ​ $ 390.0 (1) For the year ended December 31, 2024, other non-recurring expenses included a $51.3 million realized loss on derivatives related to our inventory financing arrangements.
The following tables present 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). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ Reconciliation of Net income (loss) to EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ (33.8) ​ $ (222.0) ​ $ 48.1 Add: ​ ​ ​ ​ ​ ​ Interest expense ​ 215.8 ​ 236.7 ​ 221.7 Depreciation and amortization ​ 148.9 ​ 149.0 ​ 146.9 Income tax (benefit) expense ​ (92.6) ​ 0.8 ​ 1.6 EBITDA ​ $ 238.3 ​ $ 164.5 ​ $ 418.3 Add: ​ ​ ​ ​ ​ ​ LCM / LIFO loss ​ $ 19.9 ​ $ 12.3 ​ $ 35.6 Unrealized gain on derivative instruments ​ (24.0) ​ (47.1) ​ $ (33.0) Debt extinguishment costs ​ 47.4 ​ 0.4 ​ 5.9 Amortization of turnaround costs ​ 41.0 ​ 38.0 ​ 36.1 Loss on impairment and disposal of assets ​ 1.3 ​ 2.0 ​ 3.5 Gain on sale of business ​ ​ (55.8) ​ ​ — ​ ​ — RINs incurrence (gain) expense ​ (232.0) ​ 34.5 ​ 94.0 RINs mark-to-market (gain) loss ​ 156.0 ​ (66.4) ​ (290.2) Equity-based compensation and other items ​ 14.4 ​ 19.7 ​ 20.2 Other (1) ​ (8.1) ​ 75.5 ​ 60.9 Noncontrolling interest adjustments ​ 12.8 ​ (4.1) ​ 3.2 Adjusted EBITDA ​ $ 211.2 ​ $ 229.3 ​ $ 354.5 Tax attributes (2) ​ ​ 82.1 ​ ​ — ​ ​ — Adjusted EBITDA with Tax Attributes ​ $ 293.3 ​ $ 229.3 ​ $ 354.5 62 Table of Contents (1) For the year ended December 31, 2024, other non-recurring expenses included a $51.3 million realized loss on derivatives related to our inventory financing arrangements.
As of December 31, 2024, we had $354.4 million in 2026 Notes, $325.0 million in 2027 Notes, $325.0 million in 2028 Notes, and $200.0 million in 2029 Secured Notes outstanding.
As of December 31, 2025, we had $124.4 million in 2026 Notes, $325.0 million in 2027 Notes, $325.0 million in 2028 Notes, $100.0 million in 2028 Mirror Issuance Notes, and $200.0 million in 2029 Secured Notes outstanding.
Borrowings under the MRL asset financing arrangements and MRL Term Loan Credit Agreement are obligations of our unrestricted subsidiaries MRL and MRHL solely, and are non-recourse to the Company and its restricted subsidiaries.
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.
Debt and Credit Facilities As of December 31, 2024, our primary debt and credit instruments consisted of: ● $650.0 million senior secured revolving credit facility maturing in January 2027 (after giving effect to the Fourth Amendment to our revolving credit facility (the “Credit Facility Amendment”)), 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”); ● $90.0 million senior secured revolving credit facility, with the option to request additional commitments of up to $15.0 million, maturing in November 2027 (the “MRL Revolving Credit Agreement”); ● $354.4 million of 11.00% Senior Notes due 2026 (“2026 Notes”); ● $325.0 million of 8.125% Senior Notes due 2027 (“2027 Notes”); ● $325.0 million of 9.75% Senior Notes due 2028 (“2028 Notes”); ● $200.0 million of 9.25% Senior Secured Notes due 2029 (“2029 Secured Notes”); ● $73.7 million of borrowings under our MRL Term Loan Credit Agreement; ● $42.1 million of financing through our Shreveport terminal asset financing arrangement; ● $368.1 million of financing through our MRL asset financing arrangements; ● $30.4 million of financing through our Montana terminal asset financing arrangement; and 67 Table of Contents ● $108.7 million of financing through our Montana refinery asset financing arrangement.
Debt and Credit Facilities As of December 31, 2025, our primary debt and credit instruments consisted of: ● $650.0 million senior secured revolving credit facility maturing in January 2027 (after giving effect to the Fourth Amendment to our revolving credit facility (the “Credit Facility Amendment”)), 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”); ● $124.4 million of 11.00% Senior Notes due 2026 (“2026 Notes”); ● $325.0 million of 8.125% Senior Notes due 2027 (“2027 Notes”); ● $325.0 million of 9.75% Senior Notes due 2028 (“2028 Notes”); ● $100.0 million of 9.75% Senior Notes due 2028 (“2028 Mirror Issuance Notes”); ● $200.0 million of 9.25% Senior Secured Notes due 2029 (“2029 Secured Notes”); ● $815.4 million of borrowings under our DOE Loan ; ● $116.1 million of financing through our Shreveport terminal asset financing arrangement; ● $22.5 million of financing through our Montana terminal asset financing arrangement; and ● $142.7 million of financing through our Montana refinery asset financing arrangement.
Short-Term Liquidity As of December 31, 2024, our principal sources of short-term liquidity were (i) approximately $140.1 million of availability under our revolving credit facilities, (ii) inventory financing agreements related to our Shreveport facility and Montana Renewables facility and (iii) $38.1 million of unrestricted cash on hand.
Short-Term Liquidity As of December 31, 2025, our principal sources of short-term liquidity were (i) approximately $242.5 million of availability under our revolving credit facilities, (ii) inventory financing agreements related to our Shreveport facility, (iii) $125.1 million of unrestricted cash on hand, and (iv) $80.0 million of restricted cash.
U.S. Department of Energy Facility On January 10, 2025, MRL and the DOE, as guarantor and loan servicer, executed a Loan Guarantee Agreement (“LGA”) for a $1.44 billion guaranteed loan facility to fund the construction and expansion of the renewable fuels facility owned by MRL.
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.
Sales for each of our principal product categories in these periods were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2024 2023 % Change ​ ​ ​ (In millions, except barrel and per barrel data) ​ Sales by segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ Specialty Products and Solutions: ​ ​ ​ ​ ​ ​ ​ ​ ​ Lubricating oils ​ $ 788.6 ​ $ 763.8 3.2 % Solvents ​ 407.3 ​ 398.5 2.2 % Waxes ​ 156.3 ​ 163.9 (4.6) % Fuels, asphalt and other by-products (1) ​ 1,437.1 ​ 1,550.7 (7.3) % Total Specialty Products and Solutions ​ $ 2,789.3 ​ $ 2,876.9 (3.0) % Total Specialty Products and Solutions sales volume (in barrels) ​ 22,868,000 ​ 21,468,000 6.5 % Average Specialty Products and Solutions sales price per barrel ​ $ 121.97 ​ $ 134.01 (9.0) % Montana/Renewables: ​ ​ ​ Gasoline ​ $ 140.8 ​ $ 167.2 (15.8) % Diesel ​ 114.6 ​ 144.8 (20.9) % Jet Fuel ​ 18.2 ​ 20.5 (11.2) % Asphalt, heavy fuel oils and other (2) ​ 159.6 ​ 148.1 7.8 % Renewable fuels ​ ​ 631.7 ​ ​ 513.2 ​ 23.1 % Total Montana/Renewables ​ $ 1,064.9 ​ $ 993.8 7.2 % Total Montana/Renewables sales volume (in barrels) ​ 8,717,000 ​ 7,149,000 21.9 % Average Montana/Renewables sales price per barrel ​ $ 122.16 ​ $ 139.01 (12.1) % Performance Brands: ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Performance Brands (3) ​ $ 335.2 ​ $ 310.3 8.0 % Total Performance Brands sales volume (in barrels) ​ 626,000 ​ 512,000 22.3 % Average Performance Brands sales price per barrel ​ $ 535.46 ​ $ 606.05 (11.6) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total sales ​ $ 4,189.4 ​ $ 4,181.0 0.2 % Total Specialty Products and Solutions, Montana/Renewables, and Performance Brands sales volume (in barrels) ​ 32,211,000 ​ 29,129,000 10.6 % (1) Represents (a) by-products, including fuels and asphalt, produced in connection with the production of specialty products at the Princeton, Cotton Valley, Dickinson and Karns City facilities, (b) polyol ester synthetic lubricants produced at the Missouri facility, and (c) fuels products produced at the Shreveport facility.
Sales for each of our principal product categories in these periods were as follows (in millions, except barrel and per barrel data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ % Change ​ Sales by segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ Specialty Products and Solutions: ​ ​ ​ ​ ​ ​ ​ ​ ​ Lubricating oils ​ $ 752.0 ​ $ 788.6 (4.6) % Solvents ​ 401.6 ​ 407.3 (1.4) % Waxes ​ 152.4 ​ 156.3 (2.5) % Fuels, asphalt and other by-products (1) ​ 1,327.0 ​ 1,437.1 (7.7) % Total Specialty Products and Solutions ​ $ 2,633.0 ​ $ 2,789.3 (5.6) % Total Specialty Products and Solutions sales volume (in barrels) ​ 23,194,000 ​ 22,868,000 1.4 % Average Specialty Products and Solutions sales price per barrel ​ $ 113.52 ​ $ 121.97 (6.9) % Montana/Renewables: ​ ​ ​ ​ ​ ​ Gasoline ​ $ 128.1 ​ $ 140.8 (9.0) % Diesel ​ 102.6 ​ 114.6 (10.5) % Jet Fuel ​ 19.6 ​ 18.2 7.7 % Asphalt, heavy fuel oils and other (2) ​ 159.0 ​ 159.6 (0.4) % Renewable fuels ​ ​ 783.8 ​ ​ 631.7 ​ 24.1 % Total Montana/Renewables ​ $ 1,193.1 ​ $ 1,064.9 12.0 % Total Montana/Renewables sales volume (in barrels) ​ 9,236,000 ​ 8,717,000 6.0 % Average Montana/Renewables sales price per barrel ​ $ 129.18 ​ $ 122.16 5.7 % Performance Brands: ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Performance Brands (3) ​ $ 311.0 ​ $ 335.2 (7.2) % Total Performance Brands sales volume (in barrels) ​ 591,000 ​ 626,000 (5.6) % Average Performance Brands sales price per barrel ​ $ 526.23 ​ $ 535.46 (1.7) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total sales ​ $ 4,137.1 ​ $ 4,189.4 (1.2) % Total Specialty Products and Solutions, Montana/Renewables, and Performance Brands sales volume (in barrels) ​ 33,021,000 ​ 32,211,000 2.5 % (1) Represents (a) by-products, including fuels and asphalt, produced in connection with the production of specialty products at the Shreveport, Princeton, Cotton Valley, Dickinson and Karns City facilities, and (b) polyol ester synthetic lubricants produced at the Missouri facility.
For a reconciliation of EBITDA and Adjusted EBITDA to Net income (loss), our most directly comparable financial performance measure calculated and presented in accordance with GAAP, please read “Non-GAAP Financial Measures.” ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2024 ​ ​ 2023 ​ ​ 2022 ​ ​ (In millions) Sales ​ $ 4,189.4 ​ $ 4,181.0 ​ $ 4,686.3 Cost of sales ​ 3,958.6 ​ 3,729.3 ​ 4,334.6 Gross profit ​ 230.8 ​ 451.7 ​ 351.7 Operating costs and expenses: ​ ​ ​ Selling ​ 55.7 ​ 54.9 ​ 53.9 General and administrative ​ 145.5 ​ 133.0 ​ 143.4 Taxes other than income taxes ​ 20.7 ​ 21.5 ​ 13.7 Loss on impairment and disposal of assets ​ 2.0 ​ 3.5 ​ 0.7 Other operating (income) expense ​ (1.2) ​ (28.4) ​ 8.1 Operating income ​ 8.1 ​ 267.2 ​ 131.9 Other income (expense): ​ ​ ​ Interest expense ​ (236.7) ​ (221.7) ​ (175.9) Debt extinguishment costs ​ (0.4) ​ (5.9) ​ ​ (41.4) Gain (loss) on derivative instruments ​ 9.3 ​ 9.9 ​ (81.7) Other income (expense) ​ (1.5) ​ 0.2 ​ (2.8) Total other expense ​ (229.3) ​ (217.5) ​ (301.8) Net income (loss) before income taxes ​ (221.2) ​ 49.7 ​ (169.9) Income tax expense ​ 0.8 ​ 1.6 ​ 3.4 Net income (loss) ​ $ (222.0) ​ $ 48.1 ​ $ (173.3) EBITDA ​ $ 164.5 ​ $ 418.3 ​ $ 104.3 Adjusted EBITDA ​ $ 194.8 ​ $ 260.5 ​ $ 390.0 ​ ​ 58 Table of Contents Non-GAAP Financial Measures We include in this Annual Report the non-GAAP financial measures EBITDA and Adjusted EBITDA.
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, read “Non-GAAP Financial Measures” (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ ​ 2024 ​ ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ Sales $ 4,137.1 ​ $ 4,189.4 ​ $ 4,181.0 Cost of sales 3,891.4 ​ 3,958.6 ​ 3,729.3 Gross profit 245.7 ​ 230.8 ​ 451.7 Operating costs and expenses: ​ ​ ​ ​ ​ Selling 47.9 ​ 55.7 ​ 54.9 General and administrative 123.8 ​ 145.5 ​ 133.0 Taxes other than income taxes 19.8 ​ 20.7 ​ 21.5 Loss on impairment and disposal of assets 1.3 ​ 2.0 ​ 3.5 Gain on sale of business ​ (55.8) ​ ​ — ​ ​ — Other operating income — ​ (1.2) ​ (28.4) Operating income 108.7 ​ 8.1 ​ 267.2 Other income (expense): ​ ​ ​ ​ ​ Interest expense (215.8) ​ (236.7) ​ (221.7) Debt extinguishment costs ​ (47.4) ​ ​ (0.4) ​ ​ (5.9) Gain on derivative instruments 8.7 ​ 9.3 ​ 9.9 Other income (expense): 19.4 ​ (1.5) ​ 0.2 Total other expense (235.1) ​ (229.3) ​ (217.5) Net income (loss) before income taxes (126.4) ​ (221.2) ​ 49.7 Income tax (benefit) expense (92.6) ​ 0.8 ​ 1.6 Net income (loss) $ (33.8) ​ $ (222.0) ​ $ 48.1 EBITDA $ 238.3 ​ $ 164.5 ​ $ 418.3 Adjusted EBITDA $ 211.2 ​ $ 229.3 ​ $ 354.5 Adjusted EBITDA with Tax Attributes $ 293.3 ​ $ 229.3 ​ $ 354.5 ​ ​ 60 Table of Contents Non-GAAP Financial Measures We include in this Annual Report the non-GAAP financial measures EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes.
We used cash from operating activities of $46.4 million in 2024, versus using cash from operating activities of $14.9 million in 2023.
We generated cash from operating activities of $108.9 million in 2025, versus using cash from operating activities of $46.4 million in 2024.
Please refer to Note 8 — “Long-Term Debt” in Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements” for additional information. On January 17, 2024 (the “Effective Date”), the Company and J.
Refer to Note 8 — “Long-Term Debt” in Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements” for additional information.
Our Montana specialty asphalt facility continues to be impacted by WCS inflationary pressure, but 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.
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.
The 2028 Notes were issued at 98% of par for net proceeds of approximately $96.2 million, after deducting the initial purchasers’ discount and estimated 51 Table of Contents offering expenses. The Company intends to use the net proceeds from the offering of the Notes to redeem a portion of the Issuers’ outstanding 2026 Notes on or before April 15, 2025.
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 2028 Mirror Issuance Notes to redeem a portion of the Issuers’ outstanding 2026 Notes on May 24, 2025.
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. ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 2022 ​ ​ (In bpd) Total sales volume (1) ​ 88,007 79,805 82,946 Facility production: ​ Specialty Products and Solutions: ​ Lubricating oils ​ 12,174 10,358 10,951 Solvents ​ 7,570 7,208 7,100 Waxes ​ 1,540 1,326 1,452 Fuels, asphalt and other by-products ​ 36,396 37,353 40,221 Total Specialty Products and Solutions ​ 57,680 56,245 59,724 Montana/Renewables: ​ Gasoline ​ 3,556 3,898 3,409 Diesel ​ 2,830 2,941 6,449 Jet fuel ​ 472 449 820 Asphalt, heavy fuel oils and other ​ 3,983 4,483 6,942 Renewable fuels ​ 9,848 ​ 6,314 ​ — Total Montana/Renewables ​ 20,689 18,085 17,620 ​ ​ ​ ​ ​ ​ ​ Performance Brands ​ 1,739 1,474 1,434 ​ ​ ​ ​ ​ ​ ​ Total facility production ​ 80,108 75,804 78,778 (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 to third-party customers.
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. ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (In bpd) Total sales volume (1) ​ 90,468 88,007 79,805 Facility production: ​ ​ ​ ​ Specialty Products and Solutions: ​ ​ ​ ​ Lubricating oils ​ 12,012 11,927 10,358 Solvents ​ 7,675 7,494 7,208 Waxes ​ 1,405 1,415 1,326 Fuels, asphalt and other by-products ​ 39,537 36,390 37,353 Total Specialty Products and Solutions ​ 60,629 57,226 56,245 Montana/Renewables: ​ ​ ​ ​ Gasoline ​ 3,480 3,556 3,898 Diesel ​ 2,642 2,830 2,941 Jet fuel ​ 525 472 449 Asphalt, heavy fuel oils and other ​ 3,779 3,983 4,483 Renewable fuels ​ 11,270 ​ 9,848 ​ 6,314 Total Montana/Renewables ​ 21,696 20,689 18,085 ​ ​ ​ ​ ​ ​ ​ Performance Brands ​ 1,570 1,739 1,474 ​ ​ ​ ​ ​ ​ ​ Total facility production ​ 83,895 79,654 75,804 (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 to third-party customers.
Turnaround capital expenditures represent capitalized costs associated with our periodic major maintenance and repairs. 66 Table of Contents 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ (In millions) Capital improvement expenditures ​ $ 15.7 ​ $ 190.6 ​ $ 458.3 Replacement capital expenditures ​ 56.6 ​ 69.9 ​ 69.2 Environmental capital expenditures ​ 4.4 ​ 11.3 ​ 8.7 Turnaround capital expenditures ​ 20.6 ​ 47.9 ​ 62.6 Total ​ $ 97.3 ​ $ 319.7 ​ $ 598.8 ​ 2025 Capital Spending Forecast We are forecasting total capital expenditures of approximately $60 million to $90 million in 2025.
The following table sets forth our capital improvement expenditures, replacement capital expenditures, environmental capital expenditures and turnaround capital expenditures in each of the periods shown, including capitalized interest (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ ​ ​ Capital improvement expenditures ​ $ 13.1 ​ $ 15.7 ​ $ 190.6 Replacement capital expenditures ​ 37.2 ​ 56.6 ​ 69.9 Environmental capital expenditures ​ 2.0 ​ 4.4 ​ 11.3 Turnaround capital expenditures ​ 24.4 ​ 20.6 ​ 47.9 Total ​ $ 76.7 ​ $ 97.3 ​ $ 319.7 ​ 70 Table of Contents 2026 Capital Spending Forecast We are forecasting total capital expenditures of approximately $130.0 million to $160.0 million in 2026.
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; and (d) depreciation and amortization. Segment Adjusted EBITDA.
We define segment Adjusted gross profit as segment gross profit excluding the impact of (a) LCM inventory adjustments; (b) the impact of liquidation of inventory layers calculated using the LIFO method; (c) RINs mark-to-market adjustments; (d) RINs incurrence expense; (e) depreciation and amortization; and (f) all extraordinary, unusual or non-recurring items of revenue or cost of sales.
Seasonality Impacts on Liquidity The fuel and fuel related products that we manufacture, including asphalt products, are subject to seasonal demand and trends. Asphalt demand is generally lower in the first and fourth quarters of the year, as compared to the second and third quarters, due to the seasonality of the road construction and roofing industries we supply.
Asphalt demand is generally lower in the first and fourth quarters of the year, as compared to the second and third quarters, due to the seasonality of the road construction and roofing industries we supply.
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.
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.
Our forecasted capital expenditures are primarily related to maintenance and reliability projects and excludes capital expenditures associated with MaxSAF TM . We anticipate that capital expenditure requirements will be provided primarily through cash flows from operations, cash on hand, and by available borrowings under our revolving credit facility.
Our forecasted capital expenditures are primarily related to maintenance and reliability projects and capital expenditures associated with MaxSAF™. We anticipate that capital expenditure requirements for the MaxSAF™ project will be funded by MRL, an unrestricted subsidiary of the Company, through cash flows from operations, cash on hand and borrowings under the DOE Facility.
We anticipate that capital expenditure requirements for the MaxSAF TM project will be funded primarily from cash flows from operations generated by MRL, an unrestricted subsidiary of the Company, and borrowings under the DOE Facility.
Our forecasted capital expenditures are primarily related to maintenance and reliability projects and capital expenditures associated with MaxSAF™. We anticipate that capital expenditure requirements for the MaxSAF™ project will be funded by MRL, an unrestricted subsidiary of the Company, through cash flows from operations, cash on hand and borrowings under the DOE Facility.
Financial Results We reported a net loss of $222.0 million in 2024, versus net income of $48.1 million in 2023. We reported Adjusted EBITDA (as defined in Item 7 “Management’s Discussion and Analysis — Non-GAAP Financial Measures”) of $194.8 million in 2024, versus $260.5 million in 2023.
Financial Results We reported a net loss of $33.8 million in 2025, versus net loss of $222.0 million in 2024. We reported Adjusted EBITDA with Tax Attributes (as defined in Item 7 “Management’s Discussion and Analysis — Non-GAAP Financial Measures”) of $293.3 million in 2025, versus $229.3 million in 2024.
Accordingly, EBITDA and, Adjusted EBITDA are only two of several measurements that management utilizes. Moreover, our EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of another company because all companies may not calculate EBITDA and Adjusted EBITDA in the same manner.
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.
For more information regarding our senior notes, please read Note 8 — “ Long-Term Debt” under Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements” in this Annual Report.
Based on our historical record, we believe that our capital structure will continue to allow us to achieve our business objectives. For more information regarding our senior notes, read Note 8 — “ Long-Term Debt” under Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements” in this Annual Report.
Total liquidity, consisting of cash and available funds under our revolving credit facilities, decreased from $249.8 million at December 31, 2023 to $178.2 million at December 31, 2024. 65 Table of Contents 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.
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.
Please refer to Note 8 — “Long-Term Debt” in Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements” for additional information. On January 17, 2024 (the “Effective Date”), the Company and J.
Refer to Note 21 — “Subsequent Events” under Part II, Item 8 “Financial Statements — Notes to Consolidated Financial Statements” for further information. Inventory Financing On January 17, 2024 (the “Effective Date”), the Company and J.
Refer to Note 8 — “Long-Term Debt” under Part II, Item 8 “Financial Statements — Notes to Consolidated Financial Statements” for further information regarding the Montana Refinery Asset Financing Arrangement. 2024 Update Outlook and Trends During the fourth quarter of 2024, our business continued to benefit from strong production volumes.
Refer to Note 9 — “Derivatives” under Part II, Item 8 “Financial Statements — Notes to Consolidated Financial Statements” for additional information. 2025 Update Outlook and Trends During the fourth quarter of 2025, our business continued to benefit from strong and reliable operations.
For additional information regarding our MRL asset financing arrangements and MRL Term Loan Credit Agreement, see Note 8 — “ Long-Term Debt” under Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements” in this Annual Report.
For additional information regarding our long-term financing arrangements, refer to Note 8 — “ Long-Term Debt” under Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements” in this Annual Report. To date, our debt balances have not adversely affected our operations or our ability to repay or refinance our indebtedness.
The components of the $20.9 million decrease in Montana/Renewables segment gross profit (loss) in 2024, as compared to 2023, were as follows: ​ ​ ​ ​ ​ ​ Dollar Change ​ (In millions) Year ended December 31, 2023 reported gross profit (loss) ​ $ (32.6) Cost of materials ​ 142.4 LCM / LIFO inventory adjustments ​ 24.2 Volumes ​ 33.8 RINs expense ​ ​ (64.0) Operating costs ​ (10.6) Sales price ​ (146.7) Year ended December 31, 2024 reported gross profit (loss) ​ $ (53.5) ​ The decrease in Montana/Renewables segment gross profit (loss) for the year ended December 31, 2024, as compared to the same period in 2023, was primarily due to the impact of RINs prices.
The components of the $44.7 million decrease in Montana/Renewables segment gross profit (loss) in 2025, as compared to 2024, were as follows (in millions): ​ ​ ​ ​ ​ ​ Dollar Change Year ended December 31, 2024 reported gross profit (loss) ​ $ (53.5) Cost of materials ​ (201.0) LCM / LIFO inventory adjustments ​ 9.8 Volumes ​ 12.4 RINs ​ ​ 41.7 Operating costs (excl.
We believe demand for renewable fuel products will only continue to grow as a result of the increased focus on domestic fuel production, the rapid expansion of corporate decarbonization targets and the benefits thereto for the aviation industry, strategic alignment with the agricultural industry as renewable fuels represent a key end market, broad sustainability initiatives, and governmental mandates and incentives that have been passed or announced by national, state, and provincial jurisdictions across the globe.
We believe long-term demand for renewable fuel products will continue to grow as a result of the increased Federal policy focus on domestic fuel production, expansion of both voluntary and mandatory corporate decarbonization targets, particularly the global aviation industry, strategic alignment with the agricultural industry as a source of renewable feedstocks, broad sustainability initiatives, and Federal, State, Provincial and local governmental mandates and incentives that have been passed or announced in North America and globally.
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 products.
We may also 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 products.
Liquidity Update As of December 31, 2024, we had total liquidity of $178.2 million comprised of $38.1 million of unrestricted cash and $140.1 million of availability under our revolving credit facilities.
Liquidity Update As of December 31, 2025, we had total liquidity of $447.6 million comprised of $125.1 million of unrestricted cash, $80.0 million of restricted cash and $242.5 million of availability under our revolving credit facilities.
The prices of crude oil, specialty products and fuel and renewable fuel products are subject to fluctuations in response to changes in supply, demand, market uncertainties and a variety of factors beyond our control. We monitor these risks and from time-to-time enter into derivative instruments designed to help mitigate the impact of commodity price fluctuations on our business.
The prices of crude oil, specialty products and fuel and renewable fuel products are subject to fluctuations in response to changes in supply, demand, market uncertainties and a variety of factors beyond our control.
The components of the $87.6 million decrease in Specialty Products and Solutions segment sales in 2024, as compared to 2023, were as follows: ​ ​ ​ ​ ​ Dollar Change ​ ​ (In millions) Sales price ​ $ (275.4) Volume ​ ​ 187.8 Total Specialty Products and Solutions segment sales decrease ​ $ (87.6) ​ 61 Table of Contents Specialty Products and Solutions segment sales decreased period over period due to the lower commodity price environment in the current year period, primarily impacting our fuels business.
The components of the $156.3 million decrease in Specialty Products and Solutions segment sales in 2025, as compared to 2024, were as follows (in millions): ​ ​ ​ ​ ​ ​ ​ ​ Dollar Change Sales price ​ $ (196.1) Volume ​ ​ 39.8 Total Specialty Products and Solutions segment sales decrease ​ $ (156.3) ​ Specialty Products and Solutions segment sales decreased period over period primarily due to lower crude oil prices in the current year period.
For the year ended December 31, 2023, other non-recurring expenses included a $50.6 million charge to cost of sales for losses under firm purchase commitments.
For the year ended December 31, 2023, other non-recurring expenses included a $50.6 million charge to cost of sales for losses under firm purchase commitments. (2) Tax attribute amounts reflect 100% of the notional value of CFPCs generated for each respective period presented less any discounts on the sale of CFPCs.
As of December 31, 2024, our revolving credit 54 Table of Contents facilities had a $472.1 million borrowing base, $286.6 million in outstanding borrowings and $45.4 million of outstanding standby letters of credit.
As of December 31, 2025, our revolving credit facilities had a $412.3 million borrowing base, $94.6 million in outstanding borrowings and $75.2 million of outstanding standby letters of credit.
Demand for our products in these businesses remained strong in comparison to historical averages and we continue to leverage the benefits of our fully integrated specialty business in this market. As expected, margins continue to normalize relative to the record highs experienced in the second half of 2022 and early 2023.
Compared to the third quarter, our fuels and asphalt business benefitted from improved commodity margins. Demand for our products in these businesses remained strong in comparison to historical averages and we continue to leverage the benefits of our fully integrated specialty business in this market.
For additional information regarding our revolving credit facility, please read Note 8 — “Long-Term Debt” in Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements.” 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 shares of common stock.
Refer to “— Recent Developments — Ninth Amendment to Third Amended and Restated Credit Agreement” for further information. 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 shares of common stock.
Please read Item 7 “Management’s Discussion and Analysis — Liquidity and Capital Resources” and Part I, Item 1A. “Risk Factors” 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.
Refer to “— Recent Developments — Ninth Amendment to Third Amended and Restated Credit Agreement” for further 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.
This segment continues to benefit from strong unit margins, reflective of stabilized input costs in our branded and consumer markets. General and administrative. General and administrative expenses increased $12.5 million, or 9.4%, to $145.5 million in 2024 from $133.0 million in 2023.
This segment continues to benefit from strong unit margins, reflective of stabilized input costs in our branded and consumer markets. The prior year also included $5.8 million of insurance proceeds that did not recur in 2025. General and administrative. General and administrative expenses decreased $21.7 million, or 14.9%, to $123.8 million in 2025 from $145.5 million in 2024.
Prior to 2018, the Company historically received the Small Refinery Exemption after qualifying on the merits. The Company’s petitions for the Small Refinery Exemption for compliance years 2018-2022 were included in blanket denials by EPA across the entire industry. EPA’s denials of Calumet’s 2018-2020 petitions have been overturned in litigation and are back pending with EPA.
As of January 1, 2025, the Company’s petitions for the Small Refinery Exemption for compliance years 2018-2022 were included in blanket denials by EPA across the entire industry; EPA’s denials of Calumet’s 2018-2020 petitions had been overturned in litigation and remanded to EPA; the Company’s cases challenging EPA’s denials for program years 2021 and 2022 were pending in the Fifth Circuit and D.C.
Environmental capital expenditures include asset additions to meet or exceed environmental and operating regulations.
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.
We may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
In general, we expect that our short-term liquidity needs, including debt service, working capital, replacement and environmental capital expenditures and capital expenditures related to internal growth projects, will be met primarily through cash on hand, projected cash flow from operations, borrowing capacity under our revolving credit facility and asset sales. ​ ​ 64 Table of Contents On January 17, 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.
In general, we expect that our short-term liquidity needs, including debt service, working capital, replacement and environmental capital expenditures and capital expenditures related to internal growth projects, will be met primarily through cash on hand, projected cash flow from operations, borrowing capacity under our revolving credit facility and asset sales.
Gross Profit. Gross profit decreased $220.9 million, or 48.9%, to $230.8 million in 2024 from $451.7 million in 2023.
Gross Profit. Gross profit increased $14.9 million, or 6.5%, to $245.7 million in 2025 from $230.8 million in 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe following table provides information about the fair value of our fixed and variable rate debt obligations as of December 31, 2024 and December 31, 2023, which we disclose in Note 8 — “Long-Term Debt” and Note 10 — “Fair Value Measurements” under Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements.” ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ Fair Value Carrying Value Fair Value Carrying Value ​ ​ (In millions) Financial Instrument: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 Secured Notes ​ $ — ​ $ — ​ $ 179.7 ​ $ 178.8 2025 Notes ​ $ — ​ $ — ​ $ 421.1 ​ $ 411.5 2026 Notes ​ $ 358.0 ​ $ 354.0 ​ $ — ​ $ — 2027 Notes ​ $ 322.4 ​ $ 323.1 ​ $ 320.7 ​ $ 322.3 2028 Notes ​ $ 331.8 ​ $ 320.6 ​ $ 325.7 ​ $ 319.7 2029 Secured Notes ​ $ 206.1 ​ $ 199.0 ​ $ — ​ ​ — Revolving credit facility ​ $ 286.6 ​ $ 283.6 ​ $ 136.7 ​ $ 134.4 MRL revolving credit facility ​ $ — ​ $ (0.3) ​ $ 13.0 ​ $ 12.4 MRL Term Loan Credit Agreement ​ $ 73.7 ​ $ 71.4 ​ $ 74.4 ​ $ 71.6 Shreveport terminal asset financing arrangement ​ $ 42.1 ​ $ 41.6 ​ $ 50.8 ​ $ 50.1 Montana terminal asset financing arrangement ​ $ 30.4 ​ $ 30.2 ​ $ — ​ $ — Montana refinery asset financing arrangement ​ $ 108.7 ​ $ 108.7 ​ $ — ​ $ — MRL asset financing arrangements ​ $ 368.1 ​ $ 365.4 ​ $ 384.6 ​ $ 381.6 ​ For our variable rate debt, if any, changes in interest rates generally do not impact the fair value of the debt instrument but may impact our future earnings and cash flows.
Biggest changeThe following table provides information about the fair value of our fixed and variable rate debt obligations as of December 31, 2025 and December 31, 2024 (in millions), which we disclose in Note 8 — “Long-Term Debt” and Note 10 — “Fair Value Measurements” under Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements.” ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2024 ​ ​ ​ ​ Fair Value ​ ​ ​ Carrying Value ​ ​ ​ Fair Value ​ ​ ​ Carrying Value ​ ​ ​ Financial Instrument: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 Notes, 2027 Notes, 2028 Notes, 2028 Mirror Issuance Notes, and 2029 Secured Notes ​ $ 1,083.7 ​ $ 1,065.5 ​ $ 1,218.3 ​ $ 1,196.7 Third amended and restated senior secured revolving credit facility ​ $ 94.6 ​ $ 93.0 ​ $ 286.6 ​ $ 283.6 DOE Loan ​ $ 815.4 ​ $ 795.5 ​ $ — ​ $ — Shreveport terminal asset financing arrangement ​ $ 116.1 ​ $ 113.7 ​ $ 42.1 ​ $ 41.6 Montana terminal asset financing arrangement ​ $ 22.5 ​ $ 22.4 ​ $ 30.4 ​ $ 30.2 Montana refinery asset financing arrangement ​ $ 142.7 ​ $ 141.5 ​ $ 108.7 ​ $ 108.7 Finance leases and other obligations ​ $ 1.9 ​ $ 1.9 ​ $ 2.9 ​ $ 2.9 MRL term loan credit agreement ​ $ — ​ $ — ​ $ 73.7 ​ $ 71.4 MRL asset financing arrangements ​ $ — ​ $ — ​ $ 368.1 ​ $ 365.4 ​ For our variable rate debt, if any, changes in interest rates generally do not impact the fair value of the debt instrument but may impact our future earnings and cash flows.
Please read Note 9 — “Derivatives” in Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements” for a discussion of the accounting treatment for the various types of derivative instruments, for a further discussion of our hedging policies and for more information relating to our implied crack spreads of crude oil, diesel, and gasoline derivative instruments.
Read Note 9 — “Derivatives” in Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements” for a discussion of the accounting treatment for the various types of derivative instruments, for a further discussion of our hedging policies and for more information relating to our implied crack spreads of crude oil, diesel, and gasoline derivative instruments.
Foreign Currency Risk We have minimal exposure to foreign currency risk and as such the cost of hedging this risk is viewed to be in excess of the benefit of further reductions in our exposure to foreign currency exchange rate fluctuations. 74 Table of Contents
Foreign Currency Risk We have minimal exposure to foreign currency risk and as such the cost of hedging this risk is viewed to be in excess of the benefit of further reductions in our exposure to foreign currency exchange rate fluctuations. ​ ​ 79 Table of Contents
Holding other variables constant (such as debt levels), a 100 basis point change in interest rates on our variable rate debt as of December 31, 2024, would be expected to have an impact on Net income (loss) of approximately $2.9 million per year.
Holding other variables constant (such as debt levels), a 100 basis point change in interest rates on our variable rate debt as of December 31, 2025, would be expected to have an impact on Net income (loss) of approximately $1.0 million per year.
We had a $650.0 million revolving credit facility and a $90.0 million revolving credit facility as of December 31, 2024, with borrowings for each revolving credit facility bearing interest at the prime rate or SOFR, at our option, plus the applicable margin.
We had a $650.0 million revolving credit facility as of December 31, 2025, with borrowings for the revolving credit facility bearing interest at the prime rate or SOFR, at our option, plus the applicable margin.
Item 7A. 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.
Item 7A. 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.
Our derivative instruments and overall hedging positions are monitored regularly by our risk management committee, which includes executive officers. The risk management committee reviews market information and our hedging positions regularly to determine if additional derivatives activity is advised.
Our derivative instruments and overall hedging positions are monitored regularly by our risk management committee, which includes executive officers. The risk management committee reviews market information and our hedging positions regularly to determine if additional derivatives activity is advised. A summary of derivative positions and a summary of hedging strategy are presented to our Board of Directors quarterly.
The strategies we use to reduce our risk utilize both physical forward contracts and financially settled derivative instruments, such as swaps, collars, options and futures, to attempt to reduce our exposure with respect to: ● crude oil purchases and sales; ● refined product sales and purchases; ● natural gas purchases; ● precious metals; and ● fluctuations in the value of crude oil between geographic regions and between the different types of crude oil such as NYMEX WTI, Light Louisiana Sweet, WCS, WTI Midland, Mixed Sweet Blend, Magellan East Houston and ICE Brent.
The strategies we use to reduce our risk utilize both physical forward contracts and financially settled derivative instruments, such as swaps, collars, options and futures, to attempt to reduce our exposure with respect to: ● crude oil and renewable feedstock purchases and sales; ● refined and renewable fuel product sales and purchases; ● natural gas purchases; ● precious metals; and ● fluctuations in the value of crude oil between geographic regions and between the different types of crude oil such as NYMEX WTI, Light Louisiana Sweet, WCS, WTI Midland, Mixed Sweet Blend, Magellan East Houston and ICE Brent. 77 Table of Contents We manage our exposure to commodity markets, credit, volumetric and liquidity risks to manage our costs and volatility of cash flows as conditions warrant or opportunities become available.
Information relating to quantitative and qualitative disclosures about material market risk is set forth below. 72 Table of Contents Commodity Price Risk Derivative Instruments We are exposed to price risks due to fluctuations in the price of crude oil, refined products, natural gas and precious metals. We use various strategies to reduce our exposure to commodity price risk.
Commodity Price Risk Derivative Instruments We are exposed to price risks due to fluctuations in the price of crude oil, refined products, renewable products, feedstocks, natural gas and precious metals. We use various strategies to reduce our exposure to commodity price risk.
A summary of derivative positions and a summary of hedging strategy are presented to our Board of Directors quarterly. 73 Table of Contents Compliance Price Risk Renewable Identification Numbers We are exposed to market risks related to the volatility in the price of credits needed to comply with governmental programs.
Compliance Price Risk Renewable Identification Numbers We are exposed to market risks related to the volatility in the price of credits needed to comply with governmental programs.
Holding other variables related to RINs obligations constant, a $1.00 increase in the price of RINs would be expected to have a negative impact on Net income (loss) of approximately $65.0 million per year.
Holding other variables related to RINs obligations constant, a $1.00 increase in the price of RINs would be expected to have a negative impact on Net income (loss) of approximately $65.0 million per year. 78 Table of Contents Interest Rate Risk Our exposure to interest rate changes on fixed and variable rate debt is limited to the fair value of the debt issued, which would not have a material impact on our earnings or cash flows.
We manage our exposure to commodity markets, credit, volumetric and liquidity risks to manage our costs and volatility of cash flows as conditions warrant or opportunities become available. These risks may be managed in a variety of ways that may include the use of derivative instruments.
These risks may be managed in a variety of ways that may include the use of derivative instruments.
In addition, we had $73.7 million of borrowings outstanding under our MRL Term Loan Credit Agreement as of December 31, 2024, with borrowings bearing interest at SOFR plus 6.0% to 7.3% per annum. We had $286.6 million of outstanding variable rate debt as of December 31, 2024 and $149.7 million of outstanding variable rate debt as of December 31, 2023.
We had $94.6 million of outstanding variable rate debt as of December 31, 2025 and $286.6 million of outstanding variable rate debt as of December 31, 2024.
Removed
Interest Rate Risk Our exposure to interest rate changes on fixed and variable rate debt is limited to the fair value of the debt issued, which would not have a material impact on our earnings or cash flows.