Calumet, Inc. /DE
For the period ended Mar 31, 2026. Filed May 8, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 8, 2026
CLMT$39.64-8.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0002013745-25-000023
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-08.
0002013745-26-000016
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 144 previous paragraphs and 123 current paragraphs.
54 unchanged; 31 reworded; 34 added; 56 removed; 3 previous and 4 current paragraphs rearranged.
Tables are not compared: 61 previous and 43 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (34)
Current report
Ninth Amendment to Third Amended and Restated Credit Agreement
Current report
On January 23, 2026, the Company entered into the Ninth Amendment to the Third Amended and Restated Credit Agreement (the “Ninth Amendment”). The Ninth Amendment amended the Third Amended and Restated Credit Agreement, dated as of February 23, 2018 (the “Credit Agreement”), by and among Calumet GP, LLC, Calumet Specialty Products Partners, L.P., certain subsidiaries of the Company party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. Among other changes, the Ninth Amendment modified the Credit Agreement to (i) extend the maturity date to January 23, 2031, (ii) provide for commitments of $500.0 million, subject to borrowing base
Current report
limitations, (iii) revise certain covenants, representations and warranties, events of default and other terms to permit the Company or one or more of its subsidiaries to consummate one or more new inventory financing transactions, subject in each case to the Company’s satisfaction of certain customary conditions and (iv) provide for a reduction of commitments under the Credit Agreement from $500.0 million to $425.0 million if any such inventory financing transaction is consummated. See Note 6 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.
Current report
Shreveport Supply and Offtake Agreement
Current report
On March 30, 2026, the Company entered into the Second Omnibus Amendment Agreement with J. Aron and the other parties thereto, to extend the expiration date of the Shreveport Supply and Offtake Agreement to January 31, 2030. Refer to Note 5 — “Inventory Financing Agreements” for additional information.
Current report
Crack Spread Swaps Sales Contracts
Current report
In April 2026, the Company entered into additional crack spread swap contracts with a counterparty to reduce our exposure to commodity price risk. These additional swap contracts were for 5,000 bpd in the fourth quarter 2026 and 4,000 bpd during each respective quarter in 2027. As of April 30, 2026, we had the following notional contracts related to outstanding crack spread swap contracts, which are derivative instruments not designated as hedges:
Current report
Update Regarding Renewable Volume Obligation
Current report
On March 27, 2026, EPA announced a final rule to establish required Renewable Fuel Standard Volumes and percentage standards for 2026 and 2027, which sets the highest renewable fuel volumes in the history of the program. The EPA’s updated Renewable Volume Obligations (“RVOs”) establish total demand of 26.81 billion RINs and 27.02 billion RINs for 2026 and 2027, respectively, providing a historic level of annualized support for the biofuels industry. The 2026 and 2027 volumes include approximately 70% of renewable fuel volumes previously waived through small refinery exemptions (“SREs”) across the 2023–2025 compliance periods. These actions are expected to improve biobased diesel industry margins; improve utilization; and attract currently idled higher-cost biodiesel producers to re-enter the market in order to meet mandated demand. The RVO framework is aligned with a broader national focus on domestic energy security. The EPA also proposed that beginning in 2028, foreign source renewable fuels and feedstocks will receive only half the RFS compliance value of American-made products, materially enhancing the competitive position of domestic producers. Consistent with these developments, 2026 RIN prices continued to recover through April following the RVO announcement. Against this favorable regulatory backdrop, MRL’s strategic location and proximity to domestic customers and suppliers position the company for strong performance in the second half of 2026, continued momentum into 2027, and a sustained long-term competitive advantage.
Current report
First Quarter 2026 Update
Current report
We believe the business is well positioned to deliver improved performance, supported by a diversified customer base, a resilient specialty portfolio, and the benefits of multi-year capital investments that continue to enhance operational reliability. In addition, the current strength in fuel cracks is expected to provide a meaningful tailwind to commodity margins. Near-term performance is expected to be influenced by volatility in feedstock costs, which can create temporary margin compression in certain specialty products; however, we expect proactive pricing actions to support margin recovery as these increases are realized. During the first quarter of 2026, operations at our Shreveport facility were temporarily suspended across significant portions of the plant as a precaution to protect our employees and equipment following the discovery of organic chlorides in feedstock tanks, resulting in an estimated loss of approximately 750,000 barrels of production. Following extensive product testing, asset inspections, and repairs, the facility resumed full operations in early April 2026 and is currently processing over 50,000 barrels per day. The Company continues to work with third-party experts to investigate the source of the contamination.
Current report
At Montana Renewables, we continue to meet or outperform our operational cost targets prior to the start of our MaxSAF® 150 expansion and turnaround that began in early March, while demonstrating success in monetizing Section 45Z Clean Fuel Production Tax Credits (“CFPCs”). The MaxSAF® 150 expansion and turnaround was successfully completed in approximately 48 days and the facility resumed production in the second quarter of 2026. Our overall enhanced operational performance is a direct result of our focus on operational excellence since we completed commissioning in 2023.
Current report
We reported net loss of $317.0 million in the first quarter 2026 versus a net loss of $162.0 million in the first quarter 2025. Net loss in the first quarter of 2026 was significantly impacted by the following non-cash items:
Current report
The increase in equity-based compensation expense is driven by the remeasurement of Long-Term Incentive Plan (“LTIP”) awards granted from 2017 through March 31, 2026 that are classified as liability awards. Liability awards are remeasured at fair value each reporting period, with changes recognized in earnings. Since 2017, the Company has granted approximately 11.0 million liability awards of which 2.9 million remain outstanding.
Current report
The $37.9 million expense recognized in the current quarter primarily reflects the increase in the fair value of these outstanding awards driven by the Company’s share price rising from $19.87 to $35.90 as well as the completion of service conditions on approximately 2.1 million awards. Due to the higher share price at the time of the 2026 LTIP grants, we issued approximately 374,000 awards at target under our LTIP. As the outstanding awards are remeasured each period until settlement, future volatility in our stock price will continue to result in non-cash impact to earnings.
Current report
Montana/Renewables segment Adjusted EBITDA loss was $12.3 million in the first quarter 2026 versus loss of $13.6 million in the first quarter 2025. Montana/Renewables segment Adjusted EBITDA with Tax Attributes was $10.2 million in the first quarter 2026 compared to $3.3 million in the prior period. Compared to the prior year, Montana/Renewables segment Adjusted EBITDA with Tax Attributes was favorably impacted by improved margins on renewable fuel sales and a reduction in the carbon intensity (“CI”) of produced fuels. The CI improvements were achieved in part through the purchase of renewable electricity credits, which enhance the businesses’ CI score and supported higher net realizations under applicable credit and regulatory programs. This impact was partially offset by lower volumes as a result of the planned shutdown for the MaxSAF® 150 expansion project. Overall, the segment continued to benefit from operating cost improvements realized through prior year initiatives. As discussed above, EPA’s final Renewable Volume Obligation (“RVO”) has been received favorably by the market, contributing to improved market pricing for renewable fuels and related credit values. These conditions supported renewable fuel margins during the period and increased market confidence in industry fundamentals. Adjusted EBITDA in the legacy specialty asphalt business was largely flat, as gains in fuel margins were offset by weaker asphalt margins as a result from the lag in asphalt price increases during a period of rapidly rising crude oil prices.
Current report
Performance Brands segment Adjusted EBITDA was $12.6 million in the first quarter 2026 versus $15.8 million in the first quarter 2025, despite the prior year period including contributions from the divested Royal Purple Industrial
Current report
business. Excluding the divested business, underlying margin performance improved, supported by stronger TruFuel results driven by stabilized input costs and resilient pricing. This segment continues to strengthen its position in consumer channels.
Current report
The components of the $54.9 million increase in Specialty Products and Solutions segment sales for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, were as follows (in millions):
Current report
Specialty Products and Solutions segment sales increased period over period, driven primarily by higher sales volumes despite our Shreveport facility operations being suspended across significant portions of the plant during the current quarter as a precaution to protect our employees and equipment following the discovery of organic chlorides in feedstock tanks.
Current report
The components of the $25.9 million decrease in Montana/Renewables segment sales for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, were as follows (in millions):
Current report
Montana/Renewables segment sales declined during the current year period as a result of a planned outage to support the MaxSAF® 150 expansion project. Despite lower volumes, improved renewable fuel prices favorably impacted results and partially mitigated the effect of reduced sales volumes in comparison to the prior year period.
Current report
The components of the $6.8 million increase in Performance Brands segment sales for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, were as follows (in millions):
Current report
Performance Brands segment sales increased period over period, driven by strong sales volumes, despite the prior year period including contributions from the divested Royal Purple Industrial business.
Current report
The components of the $28.9 million decrease in Specialty Products and Solutions segment gross profit (loss) for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, were as follows (in millions):
Current report
The decrease in Specialty Products and Solutions segment gross profit (loss) for the three months ended March 31, 2026 as compared to the same period in 2025, was unfavorably impacted by RINs prices and higher operating costs, including increased natural gas pricing. These impacts were partially offset by the favorable impact from higher sales volumes.
Current report
The components of the $24.0 million increase in Montana/Renewables segment gross profit (loss) for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, were as follows (in millions):
Current report
The increase in Montana/Renewables segment gross profit (loss) for the three months ended March 31, 2026, as compared to the prior period, was driven by favorable sales pricing, which was partially offset by the impact of lower sales volumes resulting from a planned outage to complete the MaxSAF® 150 expansion project and higher material costs. In addition, operating costs resulting in a favorable benefit, reflective of continued operating cost discipline from initiative implemented throughout the prior calendar year.
Current report
The components of the $1.2 million decrease in Performance Brands segment gross profit (loss) for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, were as follows (in millions):
Current report
Performance Brands segment gross profit (loss) for the three months ended March 31, 2026, as compared to the prior period, was essentially flat. The favorable impact from higher sales volumes, despite the prior year period including contributions from the divested Royal Purple Industrial business, was off-set by the impact of higher input costs.
Current report
General and administrative. General and administrative expenses increased $53.9 million, to $66.0 million in the three months ended March 31, 2026 from $12.1 million in the same period in 2025. The increase was due primarily to a $58.8 million increase in stock-based compensation related expenses as a result of an increase in the Company’s stock price in the current year period, as compared to a decrease in the Company’s stock price in the prior year period. This impact was partially offset by a $3.1 million decrease in professional services fees.
Current report
On January 23, 2026, the Company entered into the Ninth Amendment to the Third Amended and Restated Credit Agreement. The Ninth Amendment amended the Credit Agreement. Among other changes, the Ninth Amendment modified the Credit Agreement to (i) extend the maturity date to January 23, 2031, (ii) provide for commitments of $500.0 million, subject to borrowing base limitations, (iii) revise certain covenants, representations and warranties, events of default and other terms to permit the Company or one or more of its subsidiaries to consummate one or more new inventory financing transactions, subject in each case to the Company’s satisfaction of certain customary conditions and (iv) provide for a reduction of commitments under the Credit Agreement from $500.0 million to $425.0 million if any such inventory financing transaction is consummated. See Note 6 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.
Current report
On January 12, 2026, the Issuers issued and sold $405.0 million aggregate principal amount of 2031 Notes in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act. The Company subsequently redeemed all of the 2026 Notes and all of the 2027 Notes in January 2026.
Current report
On March 17, 2026, the Issuers issued and sold $150.0 million aggregate principal amount of additional 2031 Notes (the “Additional Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act. The Company used the net proceeds from the offering of the Additional Notes to repay borrowings outstanding under the Company’s revolving credit facility. See Note 6 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.
Removed paragraphs (56)
Previous report
One Big Beautiful Bill Act
Previous report
On July 4, 2025, the United States Congress passed budget reconciliation bill H.R. 1 referred to as the One Big Beautiful Bill Act (the “OBBB”). The OBBB contains several changes to corporate taxation. The Company has assessed the impacts of the OBBB, the provisions that impact us the most are the following:
Previous report
We have evaluated the effects of the legislation on our financial position, results of operations or liquidity in the future; the effects of OBBB will not have a material impact on our financial position, results of operations and liquidity in 2025.
Previous report
Sale and Leaseback Transaction
Previous report
On July 25, 2025, Calumet Shreveport Refining, LLC (“Calumet Shreveport”), a subsidiary of the Company, entered into a Property Schedule No. 2 (“Property Schedule No. 2”) with Stonebriar, which supplements the Master Lease Agreement, dated as of February 12, 2021 (together with Property Schedule No. 2, the “Lease Agreement”), among Calumet Shreveport and Stonebriar. The Lease Agreement relates to a sale and leaseback transaction (the “Shreveport Terminal Asset Financing Arrangement”) whereby Calumet Shreveport sold and leased back certain of its property comprising the Shreveport refinery fuels terminal, truck rack and related piping and equipment for consideration of approximately $120.0 million. The assets sold and leased back do not include any fuels or specialty production inventory. The Lease Agreement has a seven-year term and requires Calumet Shreveport to make monthly rental payments of approximately $1.8 million, which represents a cost of capital of approximately 10.75% per year. The Lease Agreement provides that, subject to certain conditions, Calumet Shreveport may terminate the lease and repurchase the leased assets after a term of six years for consideration of approximately $42.0 million. Concurrently with Calumet Shreveport’s entry into the Lease Agreement, the Company reaffirmed a Continuing Guaranty in favor of Stonebriar, pursuant to which the Company guarantees to Stonebriar the performance of Calumet Shreveport’s obligations under the Lease Agreement.
Previous report
Concurrently with the entry into the Lease Agreement, Calumet Shreveport and Stonebriar terminated Property Schedule No. 1, dated as of February 12, 2021 (“Property Schedule No. 1”), among Calumet Shreveport and Stonebriar. The Company applied approximately $40.0 million of the proceeds of the Shreveport Terminal Asset Financing Arrangement to pay all of Calumet Shreveport’s outstanding obligations under Property Schedule No. 1.
Previous report
11.00% Senior Notes due 2026
Previous report
On May 24, 2025, Calumet Specialty Products Partners, L.P. and Calumet Finance Corp. (collectively, the “Issuers”) partially redeemed $150.0 million aggregate principal amount of the outstanding 11.00% Senior Notes due 2026 (the “2026 Notes”) at a redemption price of par, plus accrued and unpaid interest to, but not including, the redemption date.
Previous report
On August 12, 2025, the Issuers partially redeemed $80.0 million aggregate principal amount of the outstanding 2026 Notes at a redemption price of par, plus accrued and unpaid interest to, but not including, the redemption date.
Previous report
U.S. Department of Energy Facility
Previous report
On January 10, 2025, MRL and the DOE, as guarantor and loan servicer, executed the DOE Loan for a $1.44 billion guaranteed loan facility to fund the construction and expansion of the renewable fuels facility owned by MRL. The loan guarantee is structured in two tranches, with the first tranche of approximately $781.8 million disbursed on February 18, 2025 (the “Funding Date”) to fund eligible expenses previously incurred by MRL. MRL has the ability to draw additional tranches of up to $658.0 million through a delayed draw construction facility from the beginning of construction in 2025 through the anticipated completion of the MaxSAFTM project in 2028, which includes a series of discrete, modular projects to enhance MRL’s SAF capacity. Under the MaxSAFTM project, we are planning to increase SAF capacity to approximately 150 million gallons per year within two years and approximately 300 million gallons at the completion of the project. The second tranche under the DOE Loan is subject to the achievement of certain milestone conditions. As a result, we can provide no assurance on the funding of the second tranche under the DOE Loan. Borrowings under the DOE Loan are obligations of our unrestricted subsidiaries MRL and MRHL solely, and are non-recourse to the Company and its restricted subsidiaries. As of September 30, 2025, the Company has capitalized $23.7 million of accrued interest into the principal balance of the DOE loan in accordance with the terms of the agreement which allows capitalization of up to $232.8 million of interest. Interest expense is calculated based on the total principal balance including any capitalized interest.
Previous report
The DOE Loan is secured by substantially all of MRL’s assets, and a pledge from MRHL over its right, title and interests to 100% of the equity interests of MRL. The DOE Loan contains events of default that are customary in nature for financings of this type, including, among other things, (a) the non-payment of principal or interest, (b) material violations of covenants, (c) material breaches of representations and warrants, (d) certain bankruptcy events and (e) certain change of control events.
Previous report
The DOE Loan is also subject to amortization events that are customary in nature for financings of this type, including (a) failure to maintain financial ratios, (b) disposition of certain assets and (c) failure to meet certain project milestones. The occurrence of an amortization event or an event of default could result in accelerated amortization of the DOE Loan, and the occurrence of an event of default could, in certain instances, result in the liquidation of the collateral securing the DOE Loan.
Previous report
In connection with the funding of the first tranche under the DOE Loan, MRL terminated (i) the MRL Asset Financing Arrangements, (ii) the MRL Term Loan Credit Agreement, (iii) the MRL Revolving Credit Agreement and (iv) the MRL Supply and Offtake Agreement.
Previous report
On the Funding Date, the Company used a portion of the proceeds from the first tranche of the DOE Loan to:
Previous report
Separately, the Company received $40.0 million of cash from Stonebriar on the Funding Date in satisfaction of the remaining conditions associated with the Montana Refinery Asset Financing Arrangement.
Previous report
Refer to Note 7 — “Long-Term Debt” for further information regarding the MRL Asset Financing Arrangements, the MRL Term Loan Credit Agreement and MRL Revolving Credit Agreement. Refer to Note 6 — “Inventory Financing Agreements” for further information regarding the MRL Supply and Offtake Agreement.
Previous report
Third Quarter 2025 Update
Previous report
During the third quarter of 2025, our business benefited from improvement in commodity margins relative to the second quarter and continued strength in specialty margins. Demand for our products remains strong across the enterprise. Our Specialty Products & Solutions segment achieved a quarterly production record during the third quarter of 2025, as we continue to benefit from enhanced operational performance following the capital investments we have made over the past few years on projects designed to improve asset reliability. Also, our Montana Renewables facility continued to outperform its operational cost target of $0.70 per gallon.
Previous report
Our Montana specialty asphalt facility continues to be favorably impacted as a result of our strategic location and timely export of wholesale volumes, as well as the retail asphalt and paving season. These improvements were offset by
Previous report
tighter WCS-WTI differentials in comparison to historical averages. The facility remains strategically advantaged due to its local access to cost-advantaged Canadian conventional crude oil, while producing additional fuels and refined products for delivery into the regional market. Due to its strategic location and logistical capabilities, we believe that our Montana specialty asphalt facility is well-positioned to continue to serve long-standing customers in the regional market.
Previous report
As we have experienced in the past several years, our integrated business model and diversified product portfolio provides an advantaged response to changing market conditions. While we are not immune to the impacts of an economic downturn, we believe our specialty business is well positioned in periods of raw material volatility, which can negatively impact short-term margins, and a variety of economic conditions.
Previous report
Montana/Renewables segment Adjusted EBITDA with Tax Attributes was $17.1 million in the third quarter 2025 versus $14.6 million in the third quarter 2024. Our Montana specialty asphalt business was favorably impacted as a result of timely export of wholesale volumes as well as a strong retail asphalt and paving season. The segment as a whole has sustained the favorable benefit of operating cost improvements, highlighted by the significant cost reductions for wash water and process materials as a result of improving certain operating unit efficiency at both our Montana Renewables facility and legacy Montana specialty asphalt facility. Montana/Renewables segment Adjusted EBITDA with Tax Attributes was affected by the phase out of the Blender’s Tax Credit (“BTC”) and the introduction of the Section 45Z Clean Fuel Production Tax Credit (“PTC”). While the BTC provided for a static credit of approximately $1.00 per gallon on renewable diesel and SAF sales, the value of the PTC is a variable function of feedstock carbon intensity measures. The estimated value of the PTCs we generated in the third quarter of 2025 was approximately $0.50 per gallon.
Previous report
Performance Brands segment Adjusted EBITDA was $13.2 million in the third quarter 2025 versus $13.6 million in the third quarter 2024. The change primarily reflects the divestiture of the Royal Purple Industrial (“RPI”) business at the end of the first quarter of 2025. As a result, third quarter 2025 results do not include contributions from the RPI business. Results in our Performance Brands segment were favorably impacted from the strong volume growth across high performance products, in particular our TruFuel product line and our integrated Bel-Ray and private label industrial businesses. This segment continues to benefit from strong unit margins, reflective of stabilized input costs in our branded and consumer markets.
Previous report
Total Corporate costs represented a loss of $18.0 million of Adjusted EBITDA in the third quarter 2025 versus a loss of $19.1 million of Adjusted EBITDA in the third quarter 2024.
Previous report
Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024
Previous report
During the first quarter of 2025, the CODM changed the definition and calculation of Adjusted EBITDA to exclude RINs incurrence expense (see item (k) below). The Company’s RINs incurrence expense is calculated by multiplying the RINs obligation in the period incurred (based on actual results) by the spot price on the day the RINs obligation is incurred for each accounting period. The resulting non-cash incurrence expenses are included in cost of sales in the statement of operations. The Company believes that this revised definition and calculation better reflects the performance of the Company’s business segments including cash flows because it excludes these non-cash fluctuations. Adjusted EBITDA has been revised for all periods presented to consistently reflect this change.
Previous report
The components of the $34.9 million decrease in Specialty Products and Solutions segment sales for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, were as follows:
Previous report
Specialty Products and Solutions segment sales decreased period over period, primarily driven by a decrease in crude oil prices compared to the prior period. This impact was partially offset by an increase in volumes as a result of a strong market.
Previous report
The components of the $13.1 million increase in Montana/Renewables segment sales for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, were as follows:
Previous report
Montana/Renewables segment sales increased primarily due to higher renewable fuels product prices at our Montana Renewables facility during the current quarter compared to the prior period. This impact was partially offset by lower pipeline crude sales volumes at our Montana specialty asphalt facility.
Previous report
The components of the $0.6 million decrease in Performance Brands segment sales for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, were as follows:
Previous report
Performance Brands segment sales decreased primarily due to lower sales volumes as a result of the divestiture of the Royal Purple Industrial business.
Previous report
The components of the $274.0 million increase in Specialty Products and Solutions segment gross profit for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, were as follows:
Previous report
The increase in Specialty Products and Solutions segment gross profit for the three months ended September 30, 2025 as compared to the same period in 2024, was primarily due to the de-recognition of the RINs Obligation on the Company’s balance sheet for the SRE exemptions received by EPA in August 2025. The favorable margin impact was the result of higher commodity margins, coupled with lower crude oil costs, during the current quarter. Refer to Note 2 — “Summary of Significant Accounting Policies” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information related to our accounting for RINs.
Previous report
The components of the $99.0 million increase in Montana/Renewables segment gross profit for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, were as follows:
Previous report
The increase in Montana/Renewables segment gross profit for the three months ended September 30, 2025, as compared to the same period in 2024, was primarily due to the de-recognition of the RINs Obligation on the Company’s balance sheet for the SRE exemptions received by EPA in August 2025. The unfavorable impact associated with cost of materials was primarily the result of the regulatory change from BTC to PTC. In the prior year period, Montana Renewables’ cost of materials benefited approximately $1.00 per gallon from the BTC, whereas this benefit is reduced to zero in the current period, as the PTC is accounted for as a deferred tax asset and not recognized in cost of sales. Our Montana specialty asphalt business was favorably impacted by the continued export of wholesale volumes and improvements in crack spreads. The segment as a whole benefited from continued focus on operating cost efficiency, highlighted by the significant cost reductions for wash water and process materials as a result of improving certain operating unit efficiency at both our Montana Renewables facility and legacy Montana specialty asphalt facility. Refer to Note 2 — “Summary of Significant Accounting Policies” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information related to our accounting for RINs.
Previous report
The components of the $4.2 million decrease in Performance Brands segment gross profit for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, were as follows:
Previous report
Performance Brands segment gross profit for the three months ended September 30, 2025, as compared to the same period in 2024, was essentially flat, after adjusting for the divestiture of the RPI business. This reflects strong unit margins, supported by stabilized input costs in our branded and consumer markets.
Previous report
The components of the $184.7 million decrease in Specialty Products and Solutions segment sales for the nine months ended September 30, 2025, as compared to thenine months ended September 30, 2024, were as follows:
Showing the first 40 of 56 passages. Open the source sections for the rest.
Reworded paragraphs (31)
Previous wording
The historical unaudited condensed consolidated financial statements included in this Quarterly Report reflect all of the assets, liabilities and results of operations of Calumet, Inc. (“Calumet,” the “Company,” “we,” “our,” or “us”). The following discussion analyzes the financial condition and results of operations of the Company for the three and nine months ended September 30, 2025. Stockholders should read the following discussion and analysis of our financial condition and results of operations in conjunction with our 2024 Annual Report and our historical unaudited condensed consolidated financial statements and notes included elsewhere in this Quarterly Report.
Current wording
The historical unaudited condensed consolidated financial statements included in this Quarterly Report reflect all of the assets, liabilities and results of operations of Calumet, Inc. (“Calumet,” the “Company,” “we,” “our,” or “us”). The following discussion analyzes the financial condition and results of operations of the Company for the three months ended March 31, 2026. Stockholders should read the following discussion and analysis of our financial condition and results of operations in conjunction with our 2025 Annual Report and our historical unaudited condensed consolidated financial statements and notes included elsewhere in this Quarterly Report.
Previous wording
Our operations are managed using the following reportable segments: Specialty Products and Solutions; Performance Brands; Montana/Renewables; and Corporate. For additional information, see Note 11 — “Segments and Related Information” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements.” In our Specialty Products and Solutions segment, we manufacture and market a wide variety of solvents, waxes, customized lubricating oils, white oils, petrolatums, gels, esters, and other products. Our specialty products are sold to domestic and international customers who purchase them primarily as raw material components for consumer-facing and industrial products. In our Performance Brands segment, we blend, package and market high performance products through our Royal Purple, Bel-Ray, and TruFuel brands. Our Montana/Renewables segment is comprised of two facilities — renewable fuels and specialty asphalt. At our Great Falls renewable fuels facility, we process a variety of geographically advantaged renewable feedstocks into renewable diesel, sustainable aviation fuel, renewable hydrogen, renewable natural gas, renewable propane, and renewable naphtha that are distributed into renewable markets in the western half of North America. At our Montana specialty asphalt facility, we process Canadian crude oil into conventional gasoline, diesel, jet fuel and specialty grades of asphalt, with production sized to serve local markets. Our Corporate segment primarily consists of general and administrative expenses not allocated to the Specialty Products and Solutions, Performance Brands or Montana/Renewables segments.
Current wording
Our operations are managed using the following reportable segments: Specialty Products and Solutions; Performance Brands; and Montana/Renewables. For additional information, see Note 10 — “Segments and Related Information” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements.” In our Specialty Products and Solutions segment, we manufacture and market a wide variety of solvents, waxes, customized lubricating oils, white oils, petrolatums, gels, esters, and other products. Our specialty products are sold to domestic and international customers who purchase them primarily as raw material components for consumer-facing and industrial products. In our Performance Brands segment, we blend, package and market high performance products through our Royal Purple, Bel-Ray, and TruFuel brands. Our Montana/Renewables segment is comprised of two facilities located in Great Falls, Montana — renewable fuels and specialty asphalt. At our renewable fuels facility, we process a variety of geographically advantaged renewable feedstocks into renewable diesel, sustainable aviation fuel, renewable hydrogen, renewable natural gas, renewable propane, and renewable naphtha that are distributed into renewable markets in the western half of North America. At our specialty asphalt facility, we process Canadian crude oil into conventional gasoline, diesel, jet fuel and specialty grades of asphalt, with production sized to serve local markets.
Previous wording
On January 16, 2025, the Issuers issued $100.0 million aggregate principal amount of a new series of the Issuers’ 9.75% Senior Notes due 2028 (the “2028 Mirror Issuance Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act. The 2028 Mirror Issuance Notes were issued at 98% of par for net proceeds of approximately $96.0 million, after deducting the initial purchasers’ discount and estimated offering expenses. The Company used the net proceeds from the offering of the Notes to redeem a portion of the Issuers’ outstanding 2026 Notes on May 24, 2025.
Current wording
On January 12, 2026, Calumet Specialty Products Partners, L.P. (the “Partnership”) and Calumet Finance Corp. (“Finance Corp.” and, together with the Partnership, the “Issuers”), each a subsidiary of the Company, issued and sold $405.0 million aggregate principal amount of a new series of the Issuers’ 9.75% Senior Notes due 2031 (the “2031 Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Company subsequently redeemed all of the Issuers’ outstanding 11.00% Senior Notes due 2026 (the “2026 Notes”) and 8.125% Senior Notes due 2027 (the “2027 Notes”) in January 2026.
Previous wording
On January 16, 2025, the Issuers issued $100.0 million aggregate principal amount of a new series of the Issuers’ 9.75% Senior Notes due 2028 in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act. The 2028 Mirror Issuance Notes were issued at 98% of par for net proceeds of approximately $96.0 million, after deducting the initial purchasers’ discount and estimated offering expenses. The Company used the net proceeds from the offering of the Notes to redeem a portion of the Issuers’ outstanding 2026 Notes on May 24, 2025. Refer to Note 7 — “Long-Term Debt” in Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.
Current wording
On March 17, 2026, the Issuers issued and sold $150.0 million aggregate principal amount of additional 2031 Notes (the “Additional Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933. The Company used the net proceeds from the offering of the Additional Notes to repay borrowings outstanding under the Company’s revolving credit facility. See Note 6 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.
Previous wording
In our Specialties Products and Solutions and Performance Brands segments, we continue to benefit from an attractive specialty product margin environment. Compared to the second 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. We expect the current margin environment for both specialty products and fuel based products to continue into the fourth quarter of 2025, offset by normal seasonal weakness.
Current wording
In our Specialties Products and Solutions and Performance Brands segments, we continue to benefit from an attractive specialty product margin environment, although margins were temporarily compressed in the first quarter due to feedstock headwinds. Our fuels and asphalt business was also impacted by the temporary Shreveport production issues, partially offsetting improved commodity margins. Demand for our products in these businesses remained strong and we continue to leverage the benefits of our fully integrated specialty business in this market. We expect the current margin environment for both specialty products and fuel-based products to continue to be volatile in the near-term due to the Iran conflict impacting global feedstocks and the Company continues to implement price increases that began in the first quarter of 2026.
Previous wording
In our Montana/Renewables segment, we maintain our outlook of strong demand for renewable fuel products, including those we produce. 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. In aviation, forecasted SAF availability falls short of the necessary emissions reductions that would be required to reach established decarbonization and/or net-zero goals, which will drive SAF pricing. We believe that our advantage as a first-mover in the renewable fuels market positions us as a key producer for potential offtake partners to help them reach their announced targets.
Current wording
In our Montana/Renewables segment, we believe long-term demand for renewable fuel products will continue to grow supported by Federal, State, Provincial and local governmental mandates and incentives that have been enacted or announced in North America and globally. Collectively, these policies focus on domestic fuel security, strategic alignment with the agricultural industry as a source of renewable feedstocks, sustainability initiatives, transportation fuel cleanliness including ongoing reduction in particulates, and expansion of both voluntary and mandatory corporate decarbonization targets, particularly for hard-to-abate sectors including the global aviation industry. We believe that our advantage as a first-mover in sustainable aviation fuels market positions us as a preferred supplier to our potential offtake partners’ SAF strategies. The start-up of our MaxSAF® 150 project allows us to shift our renewable product mix toward more SAF production which has historically realized higher pricing relative to renewable diesel, and we expect this change in product mix to support improved margin realizations immediately and long-term.
Previous wording
We reported net income of $313.4 million in the third quarter 2025 versus a net loss of $100.6 million in the third quarter 2024. We reported Adjusted EBITDA (as defined in Note 11 — “Segments and Related Information” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements”) of $69.6 million in the third quarter 2025 versus $59.8 million in the third quarter 2024. We generated cash from operating activities of $23.5 million in the third quarter 2025 versus using cash from operating activities of $15.5 million in the third quarter of 2024.
Current wording
We reported Adjusted EBITDA with Tax Attributes (as defined in Note 10 — “Segments and Related Information” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements”) of $50.1 million in the first quarter 2026 versus $55.0 million in the first quarter 2025. We used cash from operating activities of $86.2 million in the first quarter 2026 versus using cash from operating activities of $29.3 million in the first quarter of 2025.
Previous wording
Specialty Products and Solutions segment Adjusted EBITDA was $80.2 million in the third quarter 2025 versus $50.7 million in the third quarter 2024. Compared to the third quarter of 2024, Specialty Products and Solutions third quarter 2025 segment Adjusted EBITDA was favorably impacted by higher fuels margins and record operational production.
Current wording
Specialty Products and Solutions segment Adjusted EBITDA was $44.3 million in the first quarter 2026 versus $56.3 million in the first quarter 2025. Compared to the prior period, Specialty Products and Solutions first quarter 2026 segment Adjusted EBITDA was negatively impacted by compressed margins driven by higher crude oil costs and reduced production at our Shreveport facility.
Previous wording
As of September 30, 2025, we had total liquidity of $384.4 million comprised of $94.6 million of unrestricted cash, $80.0 million of restricted cash and $209.8 million of availability under our credit facilities. As of September 30, 2025, our revolving credit facilities had a $448.8 million borrowing base, $71.4 million in outstanding standby letters of credit and $167.6 million of outstanding borrowings. We believe we will continue to have sufficient liquidity from cash on hand, projected cash flow from operations, borrowing capacity and other means by which to meet our financial commitments, debt service obligations, contingencies, and anticipated capital expenditures for at least the next 12 months. Refer to Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for additional information.
Current wording
As of March 31, 2026, we had total liquidity of $462.8 million comprised of $138.6 million of unrestricted cash, $40.0 million of restricted cash and $284.2 million of availability under our credit facility. As of March 31, 2026, our revolving credit facility had a $425.7 million borrowing base, $46.3 million in outstanding standby letters of credit and $95.2 million of outstanding borrowings. We believe we will continue to have sufficient liquidity from cash on hand, projected cash flow from operations, borrowing capacity and other means by which to meet our financial commitments, debt service obligations, contingencies, and anticipated capital expenditures for at least the next 12 months. Refer to Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for additional information.
Previous wording
During the third quarter 2025, we recorded an accrued benefit of $333.3 million for RIN in cost of sales in the unaudited condensed statements of operations, as compared to an accrued expense of $42.8 million for RINs in the third quarter 2024. Our gross RINs Obligation, which includes RINs that are required to be secured through either our own blending or through the purchase of RINs in the open market, is spread across four compliance categories (D3, D4, D5 and D6). The gross RINs obligations may be satisfied by our own renewables blending, RIN purchases, or receipt of small refinery exemptions.
Current wording
During the first quarter 2026, we recorded a loss of $140.1 million for RINs in cost of sales in the unaudited condensed statements of operations, as compared to a loss of $97.4 million for RINs in the first quarter 2025. Our gross RINs Obligation, which includes RINs that are required to be secured through either our own blending or through the purchase of RINs in the open market, is spread across four compliance categories (D3, D4, D5 and D6). The gross RINs obligations may be satisfied by our own renewables blending, RIN purchases, or receipt of small refinery exemptions.
Previous wording
Sales volumes. We view the volumes of Specialty Products and Solutions products, Montana/Renewables products and Performance Brands products sold as an important measure of our ability to effectively utilize our operating assets. Our ability to meet the demands of our customers is driven by the volumes of feedstocks that we run at our facilities. Higher volumes improve profitability both through the spreading of fixed costs over greater volumes and the additional gross profit achieved on the incremental volumes.
Current wording
Sales volumes. We view the volumes of Specialty Products and Solutions products, Montana/Renewables products and Performance Brands products sold as an important measure of our ability to effectively utilize our operating assets. Our ability to meet the demands of our customers is driven by the volumes of feedstocks that we run at our facilities. Higher volumes typically improve profitability both through the spreading of fixed costs over greater volumes and the additional gross profit achieved on the incremental volumes.
Previous wording
Segment Adjusted gross profit. Specialty Products and Solutions, Montana/Renewables and Performance Brands products segment Adjusted gross profit measures are useful as they exclude transactions not related to our core cash operating activities and provide metrics to analyze the profitability of the core cash operations of our segments. We define segment Adjusted gross profit as segment gross profit excluding the impact of (a) LCM inventory adjustments; (b) the impact of liquidation of inventory layers calculated using the LIFO method; (c) RINs mark-to-market adjustments; (d) depreciation and amortization; and (e) all extraordinary, unusual or non-recurring items of revenue or cost of sales.
Current wording
Segment Adjusted gross profit. Specialty Products and Solutions, Montana/Renewables and Performance Brands products segment Adjusted gross profit measures are useful as they exclude transactions not related to our core cash operating activities and provide metrics to analyze the profitability of the core cash operations of our segments. We define segment Adjusted gross profit as segment gross profit excluding the impact of (a) LCM inventory adjustments; (b) the impact of liquidation of inventory layers calculated using the LIFO method; (c) RINs mark-to-market adjustments; (d) RINs incurrence expense; (e) depreciation and amortization; and (f) all extraordinary, unusual or non-recurring items of revenue or cost of sales.
Previous wording
Management believes 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 excluding these transactions allows investors to meaningfully analyze trends and performance of our core cash operations.
Current wording
We believe that these non-GAAP measures are useful to analysts and investors as they exclude transactions not related to our core cash operating activities and provide metrics to analyze our ability to pay interest to our noteholders. However, the indentures governing our senior notes contain covenants that, among other things, restrict our ability to pay dividends. We believe that excluding these transactions allows investors to meaningfully analyze trends and performance of our core cash operations.
Previous wording
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.
Current wording
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.
Previous wording
We define Adjusted EBITDA with Tax Attributes for any period as Adjusted EBITDA plus the notional value of Production Tax Credits, less the difference between the notional value of any Production Tax Credits sold and the amount realized from such sales.
Current wording
We define Adjusted EBITDA with Tax Attributes for any period as Adjusted EBITDA plus the notional value of CFPCs, less the difference between the notional value of any CFPCs sold and the amount realized from such sales during the period.
Previous wording
EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes should not be considered alternatives to Net income (loss) or Operating income (loss) or any other measure of financial performance presented in accordance with GAAP. In evaluating our performance as measured by EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes management recognizes and considers the limitations of these measurements. EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes do not reflect our liabilities for the payment of income taxes, interest expense or other obligations such as capital expenditures. Accordingly, EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes are only three of several measurements that management utilizes. Moreover, our 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.
Current wording
EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes should not be considered alternatives to Net income (loss) or Operating income (loss) or any other measure of financial performance presented in accordance with GAAP. In evaluating our performance as measured by EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes, management recognizes and considers the limitations of these measurements. EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes do not reflect our liabilities for the payment of income taxes, interest expense or other obligations such as capital expenditures. Accordingly, EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes are only three of several measurements that management utilizes. Moreover, our definition of EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes may not be comparable to similarly titled measures of another company because all companies may not calculate EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes in the same manner.
Previous wording
The following table presents a reconciliation of Net income (loss), our most directly comparable GAAP financial performance measure to EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes for each of the periods indicated.
Current wording
The following table presents a reconciliation of Net income (loss), our most directly comparable GAAP financial performance measure to EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes for each of the periods indicated (in millions).
Previous wording
The following table presents a reconciliation of Montana/Renewables Segment Net income (loss), our most directly comparable GAAP financial performance measure to Montana/Renewables Segment Adjusted EBITDA and Montana/Renewables Segment Adjusted EBITDA with Tax Attributes for each of the periods indicated.
Current wording
The following table presents a reconciliation of Montana/Renewables Segment Net income (loss), our most directly comparable GAAP financial performance measure to Montana/Renewables Segment Adjusted EBITDA and Montana/Renewables Segment Adjusted EBITDA with Tax Attributes for each of the periods indicated unaudited (in millions).
Previous wording
*Sales.*Sales decreased $22.4 million, or 2.0%, to $1,078.0 million in the three months ended September 30, 2025, from $1,100.4 million in the same period in 2024. Sales for each of our principal product categories in these periods were as follows:
Current wording
*Sales.*Sales increased $35.8 million, or 3.6%, to $1,029.7 million in the three months ended March 31, 2026, from $993.9 million in the same period in 2025. Sales for each of our principal product categories in these periods were as follows:
Previous wording
Gross Profit. Gross profit increased $368.8 million to gross profit of $373.7 million in the three months ended September 30, 2025, from gross profit of $4.9 million in the same period in 2024. Gross profit (loss) for our business segments were as follows:
Current wording
Gross Profit (Loss). Gross profit (loss) decreased $6.1 million to gross loss of $87.5 million in the three months ended March 31, 2026, from gross profit (loss) of $81.4 million in the same period in 2025. Gross profit (loss) for our business segments were as follows:
Previous wording
*Gain on sale of business.*There was a $55.8 million gain on sale of business in the nine months ended September 30, 2025 for the sale of assets related to the industrial portion of our the Royal Purple® business. There was no gain or loss for the sale of a business recorded in the same period in 2024. Refer to Note 2 — “Summary of Significant Accounting Policies” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information related to the sale of assets related to the industrial portion of the Royal Purple® business.
Current wording
Gain on sale of business. There was a $62.2 million gain on sale of business in the prior year period for the sale of assets related to the industrial portion of our the Royal Purple® business. There was no gain or loss for the sale of a business recorded in the current year period. Refer to Note 2 — “Summary of Significant Accounting Policies” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information related to the sale of assets related to the industrial portion of the Royal Purple® business.
Previous wording
The following should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” included under Part II, Item 7 in our 2024 Annual Report. There have been no material changes in that information other than as discussed below. Also, see Note 6 — “Inventory Financing Agreements” and Note 7 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” in this Quarterly Report for additional discussions related to our Supply and Offtake Agreements and our long-term debt.
Current wording
The following should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” included under Part II, Item 7 in our 2025 Annual Report. There have been no material changes in that information other than as discussed below. Also, see Note 5 — “Inventory
Previous wording
Operating Activities. Operating activities used cash of $7.6 million during the nine months ended September 30, 2025 compared to using cash of $43.0 million during the same period in 2024. This change was primarily related to an increase in the cash required for working capital during the current year period.
Current wording
Operating Activities. Operating activities used cash of $86.2 million during the three months ended March 31, 2026 compared to using cash of $29.3 million during the same period in 2025. This change was primarily related to an increase in our accounts receivable of $125.4 million, partially offset by an increase in accounts payable and other working capital changes as our cash flows adjust to the increase in commodity prices.
Previous wording
Investing Activities. Investing activities provided cash of $55.8 million during the nine months ended September 30, 2025 compared to a use of cash of $51.7 million during the same period in 2024. The change is related to the net proceeds received for the sale of the Royal Purple Industrial business in the current year period. Cash expenditures for additions to property, plant and equipment in the current year period were essentially flat in comparison to the prior year.
Current wording
Investing Activities. Investing activities used cash of $13.7 million during the three months ended March 31, 2026 compared to providing cash of $77.8 million during the same period in 2025. The change is related to the net proceeds received for the sale of the Royal Purple Industrial business in the prior year period. Cash expenditures for additions to property, plant and equipment in the current period were less than the prior period as a result of lower replacement capital expenditure requirements.
Previous wording
borrowings we received in the current year period from the DOE Loan, 2028 Mirror Issuance Notes, and Shreveport Terminal Asset Financing Arrangement, offset by the payments we made in the current year to repay outstanding borrowings under the revolving credit agreement, repurchase the equipment associated with the MRL Asset Financing Arrangements, repay the outstanding loans under the MRL Term Loan Credit Agreement and MRL Revolving Credit Agreement, repay the outstanding obligations under the MRL Supply and Offtake Agreement, and partially redeem the 2026 Notes. Cash provided by financing activities in the prior year period primarily consisted of borrowings under the revolving credit facility and proceeds from the issuance of the 2029 Secured Notes, the impacts of which were partially offset by the repayment of the 2024 Secured Notes.
Current wording
Financing Activities. Financing activities provided cash of $73.4 million in the three months ended March 31, 2026 compared to providing cash of $109.0 million during the same period in 2025. The change is primarily due to the borrowings we received in the current year period from the 2031 Notes partially offset by payments we made in the current period to repay the 2026 Notes and 2027 Notes. Cash provided by financing activities in the prior period primarily consisted of borrowings we received from the DOE Loan and 2028 Mirror Issuance Notes, offset by the payments we made to repay outstanding borrowings under the revolving credit agreement, repurchase the equipment associated with the MRL Asset Financing Arrangements, repay the outstanding loans under the MRL Term Loan Credit Agreement and MRL Revolving Credit Agreement, and repay the outstanding obligations under the MRL Supply and Offtake Agreement.
Previous wording
Our property, plant and equipment capital expenditure requirements consist of capital improvement expenditures, replacement capital expenditures, environmental capital expenditures and turnaround capital expenditures. Capital improvement expenditures include the acquisition of assets to grow our business, facility expansions, or capital initiatives that reduce operating costs. Replacement capital expenditures replace worn out or obsolete equipment or parts. Environmental capital expenditures include asset additions to meet or exceed environmental and operating regulations. Turnaround capital expenditures represent capitalized costs associated with our periodic major maintenance and repairs.
Current wording
improvement expenditures include the acquisition of assets to grow our business, facility expansions, or capital initiatives that reduce operating costs. Replacement capital expenditures replace worn out or obsolete equipment or parts. Environmental capital expenditures include asset additions to meet or exceed environmental and operating regulations. Turnaround capital expenditures represent capitalized costs associated with our periodic major maintenance and repairs.
Previous wording
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):
Current wording
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):
Previous wording
We are forecasting total capital expenditures of approximately $60 million to $90 million in 2025. Our forecasted capital expenditures are primarily related to maintenance and reliability projects and excludes capital expenditures associated with MaxSAFTM. 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. We anticipate that capital expenditure requirements for the MaxSAFTM 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. 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.
Current wording
We are forecasting total capital expenditures of approximately $130.0 million to $160.0 million in 2026. Our forecasted capital expenditures are primarily related to maintenance and reliability projects and capital expenditures associated with MaxSAF®. We anticipate that capital expenditure requirements for the MaxSAF® project will be funded by MRL, an unrestricted subsidiary of the Company, through cash flows from operations, cash on hand and borrowings under the DOE Facility. We anticipate that capital expenditure requirements for our restricted subsidiaries group will be provided primarily through cash flows from operations, cash on hand, and by available borrowings under our revolving credit facility. If future capital expenditures require amounts in excess of our then-current cash flow from operations and borrowing availability under our revolving credit facility, we may be required to issue debt or equity securities in public or private offerings or incur additional borrowings under bank credit facilities to meet those costs.
Previous wording
The borrowing base on our credit facilities decreased from approximately $508.4 million as of September 30, 2024, to approximately $448.8 million at September 30, 2025. Our borrowing availability decreased from approximately $255.2 million at September 30, 2024, to approximately $209.8 million at September 30, 2025. Total liquidity, consisting of unrestricted cash, restricted cash and available funds under our credit facilities, increased from $289.8 million at September 30, 2024 to $384.4 million at September 30, 2025.
Current wording
The borrowing base on our credit facility decreased from approximately $455.6 million as of March 31, 2025, to approximately $425.7 million at March 31, 2026. Our borrowing availability decreased from approximately $339.3 million at March 31, 2025, to approximately $284.2 million at March 31, 2026. Total liquidity, consisting of unrestricted cash, restricted cash and available funds under our credit facility, decreased from $542.7 million at March 31, 2025 to $462.8 million at March 31, 2026.
Previous wording
As of September 30, 2025, our principal sources of short-term liquidity were (i) $209.8 million of availability under our credit facilities, (ii) an inventory financing agreement related to our Shreveport facility, (iii) $94.6 million of unrestricted cash on hand, and (iv) $80.0 million of restricted cash. Borrowings under our revolving credit facilities can be used for, among other things, working capital, capital expenditures and other lawful partnership purposes including acquisitions. For additional information regarding our revolving credit facilities, see Note 7 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” in this Quarterly Report.
Current wording
As of March 31, 2026, our principal sources of short-term liquidity were (i) $284.2 million of availability under our credit facility, (ii) an inventory financing agreement related to our Shreveport facility, (iii) $138.6 million of unrestricted cash on hand, and (iv) $40.0 million of restricted cash. Borrowings under our revolving credit facility can be used for, among other things, working capital, capital expenditures and other lawful partnership purposes including acquisitions. For additional information regarding our revolving credit facility, see Note 6 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” in this Quarterly Report.
Previous wording
From time to time, we issue long-term debt securities referred to as our senior notes. Our outstanding senior notes are unsecured obligations that rank equally with all of our other senior debt obligations to the extent they are unsecured. As of September 30, 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. In addition, as of September 30, 2025, we had $805.5 million of debt outstanding for the DOE Loan, $118.5 million of other debt outstanding for the Shreveport terminal asset financing arrangement, $26.7 million of other debt outstanding for the Montana terminal asset financing arrangement, and $143.5 million of other debt outstanding for the Montana refinery asset financing arrangement. Borrowings under the DOE Loan are obligations of our unrestricted subsidiaries MRL and MRHL solely, and are non-recourse to the Company and its restricted subsidiaries.
Current wording
From time to time, we issue long-term debt securities referred to as our senior notes. Our outstanding senior notes are unsecured obligations that rank equally with all of our other senior debt obligations to the extent they are unsecured. As of March 31, 2026, we had $325.0 million in 2028 Notes, $100.0 million in 2028 Mirror Issuance Notes, $200.0 million in 2029 Secured Notes, and $555.0 million in 2031 Notes outstanding. In addition, as of March 31, 2026, we had $825.2 million of debt outstanding for the DOE Loan, $113.7 million of other debt outstanding for the Shreveport terminal asset financing arrangement, $19.3 million of other debt outstanding for the Montana terminal asset financing arrangement, and $140.8 million of other debt outstanding for the Montana refinery asset financing arrangement. Borrowings under the DOE Loan are obligations of our unrestricted subsidiaries MRL and MRHL solely, and are non-recourse to the Company and its restricted subsidiaries.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
See Note 7 — “Derivatives” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information related to the Company’s derivatives.
Current report — wording carried from elsewhere
Results of Operations for the Three Months Ended March 31, 2026 and 2025
Current report — wording carried from elsewhere
Financing Agreements” and Note 6 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” in this Quarterly Report for additional discussions related to our Supply and Offtake Agreements and our long-term debt.
Current report — wording carried from elsewhere
Our property, plant and equipment capital expenditure requirements consist of capital improvement expenditures, replacement capital expenditures, environmental capital expenditures and turnaround capital expenditures. Capital
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Changes in Results of Operations for the Nine Months Ended September 30, 2025 and 2024
Previous report — wording carried elsewhere
Sales. Sales decreased $141.4 million, or 4.4%, to $3,098.5 million in the nine months ended September 30, 2025, from $3,239.9 million in the same period in 2024. Sales for each of our principal product categories in these periods were as follows:
Previous report — wording carried elsewhere
Financing Activities. Financing activities provided cash of $80.5 million in the nine months ended September 30, 2025 compared to providing cash of $122.3 million during the same period in 2024. The change is primarily due to the