WKC 10-K & 10-Q changes, risk factors and insider trading

Energy and commodity prices and supply are volatile and can be impacted by many factors beyond our control, including: expectations about future supply and demand for petroleum products and availability of alternatives, including the technological developments necessary to create alternatives; oil production levels set and maintained by the Organization of the Petroleum Exporting Countries ("OPEC") as well as non-OPEC countries; global economic and political conditions that impact or create uncertainty in the global energy markets, such as the ongoing military conflicts in Eastern Europe and the Middle East, and uncertainty in Venezuela, and threatened or actual acts of terrorism, war or civil unrest; the imposition of tariffs in connection with the new administration in the U.S. and retaliatory tariffs and trade measures in response thereto; laws, regulations or taxes related to environmental matters, including those mandating or incentivizing alternative energy sourcessources, such as the E.U.'s sustainable aviation fuel mandate on fuel supplied at E.U. airports, or otherwise addressing global climate change; energy conservation efforts and technological advances affecting energy consumption or supply; regulatory changes in commodities markets; and extreme weather and other natural disasters.disasters, which may be exacerbated by climate change.

As described above, we extend credit to many of our customers in connection with their purchase of fuel and services from us. During periods of high fuel prices, our customers may not be able to purchase the same volumes of fuel from us because of their financial credit limits with us. An inability to purchase fuel from us or other suppliers can have an adverse impact on their business, causing them to be unable to make payments owed to us for fuel they previously purchased on credit.credit and potentially resulting in their insolvency. In addition, high fuel prices can impact our own credit limits with our suppliers, preventing us from purchasing enough fuel to meet customer demand unless we provide additional credit support for fuel purchases, such as letters of credit, bank guarantees or prepayments, any of which could adversely impact our liquidity and increase our working capital costs.

Our business is focused on the marketing of energy and other related products and services primarily to the aviation, land and marine transportation industries, which are generally affected by economic cycles and other global events. Weak economic conditions that have a negative impact on our customers' business may,have in turn,the past and may in the future have an adverse effect on our business. Additionally, our business and that of our customers canhas been or may in the future be adversely impacted by political instability, terrorist activities, piracy, military action, transportation, terminal or pipeline capacity constraints, pandemics, natural disasters and other weather-related events that disrupt shipping, flight operations, land transportation or the availability of fuel, which may negatively impact sales of our products and services. Certain of our customers are affected by variations in demand for business and leisure travel. Business travel can beis impacted by increased use of conferencing and collaboration technology, increased remote work and cost-driven business travel limitations, while leisure travel demand can beis impacted by reductions in consumer discretionary income and other economic factors. Our customers may also choose to reduce the amount of fuel they consume in their operations. For example, our customers in the shipping industry may elect to sail their vessels at reduced speeds, known as "slow steaming," to conserve fuel and reduce emissions. Additionally, political or governmental developments or other global health concerns or crisescrises, including pandemics and climate change, in the countries in which we or our customers operate,operate could also result in further social, economic or labor instability. Further, personnel or other shortages can impact our customers’ ability to meet demand, which may in turn adversely affect their demand for our fuel products. Accordingly, the effects of any of the foregoing risks and uncertainties on us or our customers could have a material adverse effect on our business, results of operations and financial condition.

Our business may also be adversely affected by consolidation in the aviation, land or marine transportation industries, which may reduce the number of customers that purchase our products and services. Larger shipping companies and airlines often have greater leverage and have a greater ability to buy directly from major oil companies and suppliers. Accordingly, this can negatively impact our value proposition to these types of customers and increasesincrease the risk of disintermediation.

Our operations arehave in the past and may in the future be subject to business interruptions and casualty losses, such as fires, floods and other catastrophic incidents or events; vehicle collisions, injuries and loss of life; spills, discharges, contaminations and other releases; severe damage and destruction of property and equipment; and loss of product and business interruption.

Any of the foregoing canhas in the past and may in the future result in distribution difficulties and disruptions, environmental pollution, government-imposed fines or clean-up obligations, personal injury or wrongful death claims, or damage to our properties or the properties of others. The occurrence of any of these events could also damage our reputation, which could adversely affect our business, whether or not we are ultimately held financially liable for such event. While we keep business continuity plans to address these and other types of contingencies, our failure to timely or properly implement our business continuity plans could exacerbate the impact on the business. Certain losses may exceed our insurance coverage limits or be outside the scope of our coverage. If any of our third-party insurers fail, become insolvent, cancel our coverage or otherwise are unable to provide us with adequate insurance coverage, or we are unable to renew our insurance coverage on reasonable terms, then our overall risk exposure and our operational expenses would increase. If we are held liable for any material damages, and the liability is not adequately covered by insurance, our financial position and results of operations would be adversely affected.

We rely heavily on the proper functioning and availability of both internal and third-party information technology systems, including network infrastructure and cloud applications and services, to support a variety of business processes and activities across our global operations. All information technology systems are subject to disruptions, outages, failures, and security breaches or incidents. Cybersecurity incidents have in the past and may in the future arise from employee or contractor error or misuse or unauthorized use of information technology systems or confidential information, individual attempts to gain unauthorized access to these information systems, and sophisticated cybersecurity attacks, known as advanced persistent threats, any of which may impact us directly or indirectly through our customers, suppliers or third-party service providers.

Cybersecurity incidents and attacks are increasing in number, attackers are increasingly organized and well-financed,well-financed and at times supported by state-sponsored actors, and attacks often target critical infrastructure. Additionally, the use of artificial intelligence and other emerging technologies, such as generative artificial intelligence, may enable more automated and effective attacks. Cybersecurity incidents can remain undetected for a period of time despite efforts to detect and respond to them in a timely manner. Cybersecurity incidents and similar attacks vary in their form and can include the deployment of harmful malware or ransomware, denial-of-services attacks, and other attacks, which may affect business continuity and threaten the availability, confidentiality and integrity of our systems and information. Cybersecurity incidents can also affect third-party networks outside of our control that are required to operate trading platforms, pipelines, and other infrastructure we rely on to conduct our business, together with the financial systems we rely upon to send and receive funds throughout the world. For example, in 2021, a U.S. pipeline company temporarily shut down its pipeline system following a ransomware attack on its systems. Cybersecurity incidents and other technology failures can also affect the sectors in which our customers operate. In 2024, a well-publicized incident involving a major cybersecurity company resulted in widespread crashes of information technology systems into which the cybersecurity company’s products were integrated, causing significant impacts to the banking, transportation and other industries. While these incidents did not have a material adverse impact on us, future cyberattacks, incidents and disruptions affecting the banking, transportation, or other industries, or pipelines and other critical fuel delivery infrastructure, could significantly impact us We are also exposed to risks associated with the failure of our employees, customers, business partners and other third parties to use appropriate controls to protect sensitive information, due to risks associated with social engineering (e.g., phishing and impersonation), fraud and email scams. External parties may attempt to fraudulently induce employees, customers, suppliers or other users of our systems to disclose sensitive information to gain access to our data or use electronic means to induce us to enter into fraudulent transactions. We may also face increased cybersecurity risk and threats for a period of time after acquisitions as we transition the acquired entity’s historical systems and networks to our standards.us.

In addition, due to the large number of transactions that run through our systems each day, significant system downtime or disruption could have a material impact on our, and in the case of our technology offerings, our customers', ability to conduct business, process and record transactions, and make operational and financial decisions or damage our reputation with customers or suppliers, particularly in the event of billing errors or payment delays. Similarly, if oursour or any of our business partners' or cloud service providers' access to cloud-based or similar platforms and services is disrupted for any reason and leads to disruptions in our critical systems, our operations and ability to manage our business could be adversely impacted.impacted, which has occurred in the past and may occur in the future. We may not have sufficient recourse against these parties in the event they experience a significant cybersecurity incident or similar attack or other security breach affecting our or our customers' data.

Our cybersecurity and infrastructure protection technologies, disaster recovery plans and systems, employee training and vendor risk management that we use to mitigate cybersecurity threats may not be sufficient to defend us against all unauthorized attempts to access our information or impact our systems. As cybersecurity threats continue to evolve, we may be required to dedicate significant additional resources and incur substantial costs to modify or enhance our security measures or to investigate and remediate any vulnerabilities. Despite these efforts, we may be unable to fully anticipate or implement adequate preventive measures or mitigate potential harm. We have experienced and our third partythird-party providers have experienced, and expect to continue to experience, cybersecurity incidents.events. To our knowledge, we have not experienced any material losses relating to cybersecurity attacks.events. However, there can be no assurance that we will not suffer material losses in the future. We currently maintain insurance to protect us from certain losses arising as a result of cybersecurity incidents, but this insurance may not be sufficient to cover the financial, legal, business or reputational losses that may result from such incidents and there is no guarantee that such coverage will continue to be available on commercially reasonable terms or at all. Any of the adverse effects described above could damage our brand, competitiveness and ability to conduct our business, impact our credit and risk exposure decisions, cause us to lose customers or revenues, subject us to significant remediation costs, litigation or regulatory actions, loss or corruption of data, costs related to remediation or the payment of ransom, fines and penalties, or otherwise have a material and adverse effect on our business, financial condition, results of operations and cash flows.

As part of our price risk management services, we offer customers various pricing structures for the purchase of energy products, including derivatives products designed to hedge exposure to fluctuations in energy prices. In the ordinary course of business, we enter into fixed forward contracts with some of our counterparties under which we agree to sell or purchase certain volumes of energy products at fixed prices. In addition, we have acted and may in the future act as a counterparty in over-the-counter swap transactions with some of our customers where the customer may be required to pay us in connection with changes in the price of the underlying energy product. Further, we have and may in the future use derivatives to hedge price risks associated with our fuel inventories and purchase and sale commitments. We typically hedge our price risk in any of the foregoing types of transactions by entering into derivative instruments with large energy companies, trading houses and financial institutions.

If we are unable to recover losses from a defaulting counterparty, we could sustain substantial losses that would likely have a material adverse effect on our business, financial condition, results of operations and cash flows. Additionally, our hedging activities also result in additional costs and canhave in the past and may in the future require cash deposits for margin calls. If there is a sudden a significant change in fuel prices, the amount of cash necessary to cover margin calls can be material and impact our liquidity.

Our efforts to hedge our exposure to fluctuations in energy prices and exchange rates have in the past and may in the future also be ineffective when the prices of historically correlated commodities diverge from their historical correlations. For example, we hedge jet fuel prices with derivatives tied to other petroleum products that have historically been correlated to aviation jet fuel (e.g., heating oil in the U.S. or gasoil in Europe or Asia). If the price of aviation jet fuel at a specific location diverges from historical correlations, our attempts to mitigate price risk associated with our aviation business may not be effective. We may, as a component of our overall business strategy, increase or decrease from time to time our use of such hedging transactions.

We have in the past and may in the future also enter into proprietary derivative transactions that are not intended to hedge our own risk but are instead intended to make a profit by capitalizing on arbitrage opportunities associated with basis, time, quality or geographic spreads related to the energy products we sell. Proprietary derivative transactions, by their nature, expose us to changes in the underlying commodity prices of the proprietary positions taken. Although we have established limits on such exposure, any adverse changes could result in losses which can be further exacerbated by volatility in the financial and other markets.

In addition, derivative and other trading transactions, including our energy trading transactions, are subject to employee and system risks. Our employees have in the past and may in the future fail to comply with our policies and procedures, may engage in unauthorized trading activity, may fail to comply with our internal limits on exposure or any applicable statutory or regulatory requirements, or may otherwise make errors in connection with the trading process. These and other risks may result in substantial losses. For example, as previously disclosed in a Form 8-K filed with the SEC on November 27, 2023, in November 2023, one of our subsidiaries submitted an erroneous bid in the Finnish power market. During the fourth quarter of 2023, the Company recognized related extraordinary losses totaling $48.8 million in connection with such bid. See Note 12.10. Commitments and Contingencies for additional information.

Our business depends on the availability and supply of fuel and fuel-related products, as well as the satisfactory performance of services by us or third parties on our behalf. If the fuel and other products we sell or the services we provide, whether directly or through a third party, fail to meet the requirements we have agreed to with customers or those mandated by law or regulation, whether due to contamination, arising in connection with our advisory services or otherwise, our relationship with our customers can be adversely affectedaffected, and we have in the past and may in the future be subject to material claims and liabilities. Changes in product quality specifications or blending requirements couldhave in the past and may in the future increase or reduce demand, impact our throughput volume, require us to incur additional costs or require capital expenditures. For example, the E.U.'s sustainable aviation fuels mandate requires a minimum percentage of sustainable aviation fuel, which began at 2% in 2025 and will reach 6% by 2030. The introduction of this mandate has led to a significant surge in demand that has outpaced supply, and our business and reputation could be adversely impacted if we are unable to meet the demand for sustainable aviation fuels on a timely basis or at all. We have in the past and may in the future also incur material liabilities if our products cause physical damage to a vessel or aircraft, bodily injury or result in the assertion of substantial claims of civil liability against us. In addition, adverse publicity about any allegations of contaminated products may negatively impact our business, regardless of whether such allegations are true.

Although our agreements with suppliers generally provide that we have recourse against them for products that fail to meet contractual specifications, such recourse may be time-barred or otherwise insufficient to adequately cover the liability we may incur and our ability to enforce such recourse may be limited or costly. For example, we may enter into supply agreements with foreign entities, including foreign governments, that are subject to the laws of foreign jurisdictions. We may incur substantial costs in seeking to enforce our rights against a local supplier in a foreign jurisdiction and the ultimate outcome can be unpredictable. In certain markets, we alsohave in the past and may in the future rely on a single or limited number of suppliers to sell us fuel or provide services on our behalf. We have in the past and may in the future have limited alternatives if such supplier fails to meet applicable standards or requirements. Any of the foregoing can result in material liabilities that may exceed any applicable insurance coverage or other form of recourse and ultimately, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may be unable to successfully integrate our acquisitions or fully realize the anticipated benefits of our acquisitionsacquisitions, divestitures and other strategic transactions.

From time to time, we may pursue acquisitions and other strategic transactions. The integration of acquired businesses with our existing business can be complex, costly and time-consuming. We have incurred, and expect to continue incurring, expenses related to the integration of businesses we acquire. The success of our acquisitions depends on our ability to successfully combine our existing business with acquired businesses and realize the anticipated benefits from such acquisitions, including synergies, cost savings, earnings growth, and operational efficiencies.

AcquiringAcquiring, integrating and integratingexiting businesses may place a strain on our management, operations and financial resources, and expose us to additional risks and unexpected expenses, some of which we have experienced in the past and which we may experience in the future, including:

We supply fuel and provide equipment and services to U.S. and foreign government and military customers. Government sales can beare materially impacted by factors such as administration policy changes, including the government's ability to unilaterally cancel or renegotiate contracts or renounce or default on obligations, as well as supply disruptions, inventory shortages and other logistical difficulties that can arise when conducting business in areas with active military conflicts, natural disasters or other severe circumstances. Moreover, there canhas been in the past and may be in the future a risk of serious injury or loss of life for our employees or subcontractors when operating in high-risk locations. We may therefore incur substantial operating costs as a result of, among other things, hostility-related product losses, the need to use alternate supply routes, and increased security requirements, particularly where our facilities are likely to be subject to terrorist activity or extreme weather-related impacts.

In addition, complying with government contracting rules and regulations is complex and government customers routinely audit contractors to review performance, cost structure and compliance with applicable laws, regulations, and standards, as well as the adequacy of and compliance with internal control systems and policies. Any inadequacies in our systems and policies has in the past and could in the future result in payments being withheld, penalties and reduced future business. Improper or illegal activities, including those caused by our subcontractors, could also subject us to civil or criminal penalties or administrative sanctions, including contract termination, fines, forfeiture of fees, suspension of payment and suspension or debarment from doing business with government agencies, any of which could materially adversely affect our reputation, business, financial condition or results of operations. See Part I. Item 1. – Business of this 20242025 10-K Report for additional details regarding applicable laws and regulations.

Some of our employees, including many of our drivers that transport fuel products, are represented by labor unions under collective bargaining agreements. Additional unionization of our workforce, wage negotiations with unions or renegotiation of collective bargaining agreements have in the past and may in the future result in increased labor costs or other terms that are less favorable to us, or a strike or work stoppage. Any strike, work stoppage or other dispute with unions representing our employees (or representing employees of third parties who provide us services or operate assets or upon which we otherwise rely to distribute products or deliver services) could have a material adverse effect on our results of operations and cash flows. Our customers have in the past and may in the future also experience strikes or other labor disputes that could reduce their demand for our products and services or their ability to pay for products and services already provided.

•trade protection measuresmeasures, economic sanctions, export controls, and import,import or export andrestrictions, otherincluding licensing requirements, which could increase our costs or prevent us from doing certain business internationally;

•changes in regulatory requirements, which may be costlycostly, vary across jurisdictions and require significant time to implement;

•changes in multilateral conventions, treaties, tariffs and trade measures or other arrangements between or among sovereign nations, including, for example, the United Kingdom's ("U.K.") exit from the E.U., which can increase costs and lead to legal uncertainties and potentially divergent national laws and regulations with regard to tax, licensing and other regulatory rights and obligations; and

•terrorism, war, civil unrest, pandemics and other health crises, natural disastersdisasters, and other severe weather-related events.

We rely on credit arrangements with banks, suppliers and other parties as an important source of liquidity for capital requirements that are not satisfied by our operating cash flow. Future marketMarket volatility, inflation, and future persistent weakness in global energy markets have in the past and may in the future adversely affect our ability to access capital and credit markets or to obtain funds at low interest rates or on other advantageous terms. If we are unable to obtain credit on acceptable terms or at all, perhaps due to a substantial tightening of the global credit markets, our liquidity, business, financial condition, and cash flows, as well as our future development and growth could be negatively impacted. In addition, if we are unable to obtain debt or other forms of financing and resort to raising capital through equity issuances, our existing shareholders would be diluted.

Our operating results can be subject to seasonal variability. Seasonality results from numerous factors, including demand changes related to seasonal travel and weather patterns. As such, our results for the second and third quarters of the year have historically been stronger for our aviation segment and our results for the fourth and first quarters of the year have historically been stronger for our land segment. However, extreme or unseasonable weather conditionsconditions, canexacerbated by the effects of climate change, has in the past and may in the future affect seasonal demand patterns and the prices of the products we sell, which can in turn adversely impact our results of operations.

In the past, we have recorded impairment charges in connection with actions such as exiting certain markets or lines of business. Due to continual changes in market and general business conditions, we cannot predict whether, and to what extent, our goodwill and long-lived intangible assets may be impaired or further impaired in future periods. Our operating results may be negatively affected by both the impairment and the underlying business trends that triggered the impairment. See Note 6.7. Goodwill and Identifiable Intangible Assets.

Inflation in the United States and other jurisdictions in which we do business has increased significantly in laterecent 2021 into 2022,years, driven in part by supply chain disruptions, labor shortages and increased commodity prices, which has generally resulted in higher costs. A significant or prolonged period of high inflation, particularly when combined with rising interest rates due to actions taken by governments to attempt to control inflation, could adversely impact our results if costs, including employee compensation driven by competitive job market conditions, were to increase at a rate greater than the increase in the revenues we generate. Higher interest rates also typically increase the interest expense associated with our credit arrangements with banks and other parties that serve as important sources of liquidity for us, which can therefore negatively impact our results of operations for a particular period. For additional information on the effects of inflation on our business, see Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Additionally, inIn August 20222022, the IRA was signed into law, which appropriates significant federal funding for renewable energy initiatives and,and for the first time,time imposes a fee on GHGmethane emissions from certain facilities in the oil and natural gas sector. TheHowever, the OBBBA rescinded much of such funding in July 2025, and the emissions fee was overturned by a joint congressional resolution in February 2025. Depending on the extent implemented, the emissions fee and renewable and low carbon energy funding provisions of the lawIRA could accelerate the transition away from fossil fuels or otherwise adversely impact the use of petroleum-based motor fuels, which could in turn have an indirect adverse effect on our business and results of operations.

There have also been significant governmental incentives and consumer pressures to increase the use of alternative fuels. Automotive, industrial and power generation manufacturers are developing more fuel-efficient engines, hybrid engines and alternative clean power systems. Several automobile manufacturers have announced goals to substantially increase the proportion of their new vehicle sales from battery electric, fuel cell and plug-in hybrid vehicles. Further, in August 2022, the California Air Resources Board finalized its Advanced Clean Cars II (ACC II) program, including requiring an increasing percentage of new passenger vehicles sold in the state to be zero emissionzero-emission vehicles for the 2026-2035 model years, ending with a 100% sales target in the 2035 model year. Additional U.S. jurisdictions could adopt similar requirements. The more prevalent these vehicles become as a result of governmental incentives or regulations, technological advances, consumer demand, improved pricing or otherwise, the greater the potential negative impact on pricing and demand for our fuel products and accordingly, our profitability.

Additional changes in regulatory policies or any adverse publicity in the global marketplace about our potential impact on climate change or the impact of other companies in our industry could also lead to a reduction in the demand for products that are deemed to contribute to GHGs, harm our reputation and adversely impact our sales of fuel products. Finally, the potential physical impacts of climate change on our operations are highly uncertain and vary amongstamong the geographic areas in which we operate. These may include changes in rainfall and storm patterns and intensities, hurricanes, changing sea levels, and changing temperatures that may impact the seasonality of our businesses, such as our natural gas business in North America and our heating oil business in the U.K. The occurrence of any of the foregoing factors could increase our costs and the prices we charge our customers, reduce the demand for our products, and therefore adversely affect our business, financial condition, results of operations and cash flows.

Tax rates in the various jurisdictions in which we and our subsidiaries are organized and conduct operations may also change significantly because of political or economic factors beyond our control. Ongoing developments regarding the projects by the Organisation for Economic Co-operation and Development ("OECD"), including global minimum tax and other initiatives, could adversely affect our worldwide effective tax rate. Countries have begun the processcontinue to introduce the OECD model rules on a global minimum tax and other OECD initiatives into their tax regimes.regimes and continue to develop and refine the applicable legislation. The extent to which countries in which we operate adopt and implement these rules and actions could have a material adverse impact on our income tax expense, effective tax rate, financial condition, and results of operations and cash flows. On January 5, 2026, the OECD released guidance related to a "side-by-side arrangement" which primarily excludes U.S. parented companies from the impact of certain global minimum tax provisions beginning in 2026. We are continuing to review and evaluate the potential impact of these rules as additional guidance and clarification becomes available.

Customers,Certain customers, consumers, investors, and other stakeholders are increasingly focusing on environmental, social and governance (“ESG”) matters, including climate, water use and other sustainability concerns. Furthermore, numerouscertain institutional investors and financial institutions have indicated a focus on matters affecting the environment, which may result in reduced investments in, or financing available to, industries that emit GHG emissions. Many of these groups believe that climate change will significantly influence companies' long-term prospects and have developed ESG standards and guidelines to measure companies' performance. At the same time, in recent years "anti-ESG" sentiment has gained momentum across the U.S., with several states, the executive branch, and Congress having proposed, enacted or indicated an intent to pursue anti-ESG policies, legislation or initiatives and with anti-ESG legislation becoming increasingly common.

If our ESG initiatives fail to satisfy our investors, customers, suppliers, or other stakeholders, or if our initiatives are viewed unfavorably by stakeholders supporting anti-ESG initiatives, our reputation, ability to sell products and services to customers, our ability to attract or retain employees, and our attractiveness as an investment or business partner could be negatively impacted. In addition, various governmental authorities, as well as voluntary sustainability initiatives and organizations, have promulgated different environmental and social responsibility laws, regulations, policies, and initiatives, which are under active development, can be unpredictable and conflicting, and may change rapidly in future periods. Additionally,For example, while SEC adopted climate-change related disclosure requirements in March 2024, the SEC hasstayed recentlysuch expressedrules and voted to withdraw its intentdefense of such rules in pending litigation in March 2025; if the disclosure requirements are reinstated and the SEC begins to scrutinize climate-change related disclosures in public filings, increasingwe thewould face an increased potential for enforcement if the SEC were to allege that our existing climate disclosures are misleading or deficient.

There has been increased public attention regarding the use of personal data and security of data transfers, accompanied by legislation and regulations intended to strengthen data protection, information security and consumer and personal privacy. The evolving nature of privacy laws in the U.S., the E.U., China, Australia and other jurisdictions where we have operations and customers, could impact our processing of this data, including requiring us to make costly changes to our IT systems to properly handle such data. For example, the E.U.'s General Data Protection Regulation imposes strict rules on handling personal data related to the E.U. and imposes significant sanctionsfines for violations. We have substantial operations in the E.U. and are therefore subject to these heightened standards. Similarly, the California Consumer Privacy Act grants certain rights to California residents with respect to their personal data and requires that companies take or refrain from taking certain actions. Several other U.S. states have enacted similar data privacy legislation, and additional states have passed or are considering additional privacy laws that are expected to take effect in the near future.

OurA failure to adequately comply with these requirements could lead to substantial fines, penalties, third-party liability, remediation costs, litigation (including class action or commercial litigation), regulatory investigations and actions, potential cancellation of existing contracts and the inability to compete for future business. Any significant breach of data privacy-related regulations or related customer requirements could have a material adverse effect on our business and reputation, as well as our financial condition, results of operations and cash flows.

Our international operations subject us to international trade control, anti-money laundering and anti-corruption lawslaws, that can imposeincluding substantial compliance costs and exposepotential usexposure to administrative, civil and/or criminal penalties.

Our global operations are subject to risks associated with compliance with applicable economic sanctions, export controls, anti-bribery and anti-corruption laws, such asincluding the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010, anti-money laundering laws, international trade controls, and competition laws. Anti-corruptionAnti-bribery and anti-corruption laws generally prohibit us from providing anything of value to foreign officials for the purposespurpose of improperly influencing official decisions or improperly obtaining or retaining a business advantage and may also apply to commercial bribery. U.S. and state laws may impose similar restrictions with respect to U.S. federal and state level officials.

As part of our business, we operate in countries withand regions that experience a high degree of corruption and we frequently interact with state-owned enterprises and government officials. This may increase the risk of improper payments being demanded of, offered by, or made by one of our employees or a party acting on our behalf. The risk of enforcement has also grown in recent years as more of the countries in which we operate have passed anti-corruption laws and prioritized enforcement of those lawslaws, which can result in significant fines and penalties.

International trade controls, including economic sanctions and export controls such as those administered by the U.S. Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the U.S. Department of Commerce's Bureau of Industry and Security, or the U.K.'s HM Treasury, exportas controlswell andas anti-boycott regulations, restrict our business dealings with certain countries and individuals, are complex, may conflict with each other, are continually changing and may be adopted quickly. For example, as a result of the military conflict in Eastern Europe, the U.S., the E.U., the U.K. and other countries in which we operate have imposed sanctions and export controls on Russia and Belarus and certain other individuals and entities with connections to the Russian state.and Belarusian nations.

Additional restrictions may be enacted, amended, enforced or interpreted in a manner that materially impacts our operations. From time to time, certain of our subsidiaries have limited business dealings in countries subject to comprehensive OFAC administered sanctions. While such activities currently represent an immaterial amount of our consolidated revenue and income and are undertaken pursuant to general and/or specific licenses issued by OFAC or as otherwise permitted by applicable sanctions regulations,regulations and currently represent an immaterial amount of our consolidated revenue and income, these activities, as well as rapidly changing sanctions regimes across the globe, may expose us to a heightened risk of violating economic sanctions and similar trade control regulations.

We have established policies and procedures designed to assist with ourpromote compliance with these laws and regulations. Such policies and procedures may not always prevent us, our employees or parties acting on our behalf from violating these laws and regulations. Violations may expose us to criminal or civil penalties, or other adverse consequences including the denial of export privileges, injunctions, asset seizures, debarment from government contracts, and/or revocations or restrictions of licenses. In addition, the costs associated with responding to a government investigation and remediating any violations can be substantial. Furthermore, violations could trigger an event of default under our Credit Agreement, as defined under "Liquidity and Capital Resources" in Part II, Item 7 of this Annual Report on Form 10-K, which if not waived, could result in the acceleration of any outstanding indebtedness, cause cross-defaults under other agreements to which we are a party (such as certain derivative contracts), and impair our ability to obtain working capital advances or letters of credit. Accordingly, violations could adversely affect, among other things, our reputation, business, financial condition, results of operations and cash flows.

We are principally engaged in the distribution of fuel and related products and services in the aviation, land, and marine transportation industries. For additional discussion on our businesses, climate change and sustainability, and the associated risks, see Part I, Item 1. – Business and Item 1A. – Risk Factors within this 20242025 10-K Report.

In connection with our efforts to sharpen our portfolio of businesses and accelerate growth in our core businesses, we completed our sale of the Avinode Group and our portfolio of aviation FBO software products (the "Avinode sale") during the second quarter of 2024. On November 5, 2025, we completed the acquisition of Universal TSS for a total purchase price of approximately $207.0 million. See Note 3.2. Acquisitions and Divestitures for additional information.

In our land segmentsegment, we continue to focus on improving capital efficiency by optimizing asset utilization, leveraging the capabilities of our acquisitions, and realigning our operational platform. AsDuring discussedthe underyear "Restructuringended andDecember Exit31, Activities" above, in 20242024, we decided to taketook actions to exit certain operations, including the rationalization of certain assets and associated personnel within our North American land business as well as the disposal of our operations in Brazil. In 2025, we launched an initiative designed to further streamline our operating model and enhance organizational efficiency and effectiveness. We closed the Watson Fuels sale on April 9, 2025 and in the fourth quarter of 2025, committed to and initiated actions to exit certain operations within the land segment, including direct fuel transportation services, lubricants, heating oil, power, and certain advisory and sustainability offerings, that are no longer profitable or not aligned with the Company's core business and corporate strategy.

Due to the generally spot nature of sales in our marine business, we have traditionally benefited from elevated fuel prices and volatility,volatility supplyas uncertainty,well andas a constrained credit environment. We believe that our marine business is well-positioned to generate relatively moderate levels of earnings in stable markets and provide additional value in volatile and credit constrained markets.

InSignificant uncertainty remains regarding the extent to which changes in U.S. policy will impact international trade and demand for global transportation services. Tariffs and other trade restrictions can lead to continuing uncertainty and volatility in global financial and commodity markets, declining consumer confidence, lower personal and business travel and consequent demand for our fuel products. Additionally, in recent years, inflation in the United States and other jurisdictions in which we do business increased significantly, driven in part by supply chain disruptions, labor shortages and increased commodity prices, which generally resulted in higher costs. Inflation, however, decelerated in 2024 as supply chains stabilized. The prospect of higher tariffs on international trade has the potential to impact demand for global transportation services which in turn could negatively impact fuel demand.

However, to the extent thatIn a rising cost environment impacts our results,environment, there aremay typicallybe offsetting benefits either inherent in certain parts of our business or that may result from proactive measures we take to reduce the impact of inflation on our net operating results. These benefits can include higher commodity prices that typically result in a constrained credit environment, often creating favorable market conditions that increase demand for our services, as well as our ability to renegotiate prices due to many of our sales contracts being 12 months or less in duration. Additionally, we take measures to mitigate the impact of increases in fuel prices through comprehensive hedging programs and the use of financial derivative contracts.

ForWe thesehave reasons,seen some impact associated with changes in U.S. policy and trade-related uncertainty. While a February 20, 2026 Supreme Court ruling struck down a sweeping series of tariffs that had been imposed in 2025, substantial uncertainty remains with respect to how the increasedruling costwill environment,be causedinterpreted inand partwhether by inflation, has not had a material impact on our historical resultssome of operationssuch fortariffs themight periodsbe presentedreimposed inunder thisdifferent report.legal However,authority. aA significant or prolonged period of trade uncertainty or high inflation, particularly when combined with rising interest rates due to actions taken by governments to attempt to control inflation,inflation could adversely impact our results if costs, including employee compensation driven by competitive job market conditions, were to increase at a rate greater than the increase in the revenues we generate.results. Higher interest rates also typically increase the interest expense associated with our credit arrangements with banks and other parties that serve as important sources of liquidity for us, which can therefore negatively impact our results of operations for a particular period.

Revenue. Our consolidated revenue for the year ended December 31, 20242025 was $42.2$36.9 billion, a decrease of $5.5$5.3 billion, or 12%, compared to the year ended December 31, 2023,2024, primarily driven by decreased revenue of $2.8$2.6 billion, $2.4$1.5 billion, and $0.4$1.2 billion in our land, aviation, land, and marine segments, respectively, as discussed further below.

Gross profit. Our consolidated gross profit for the year ended December 31, 20242025 was $1.0$947.8 billion,million, a decrease of $31.9$78.5 million, or 3%,8%, compared to the year ended December 31, 2023,2024, attributable to decreased gross profit of $16.2$86.0 million, $15.4 million,million and $0.2$33.3 million in our marine, land,land and aviationmarine segments, respectively, partially offset by increased gross profit of $40.8 million in our aviation segment, as discussed further below.

Non-Operating Income (Expenses), net. For the year ended December 31, 2024,2025, we had net non-operating expense of $115.1$174.9 million, compared to net non-operating expense of $131.3$115.1 million for the year ended December 31, 2023.2024. The decreaseincrease in non-operating expense of $16.2$59.9 million was primarily attributable to athe $25.5$81.7 million loss on the sale of Watson Fuels during the year ended December 31, 2025 compared to the net of the $111.2 million loss recognized on the sale of the Brazil disposal group and the $96.0 million gain recognized on the sale of Avinode during the year ended December 31, 2024, as discussed in Note 2. Acquisitions and Divestitures, partially offset by a decrease in interest expense, driven by a decrease in our average interest rates and daily borrowingsborrowings, and an increase in interest income, partially offset by an increase in other expenses.investment The increase in other expenses during the year ended December 31, 2024 was primarily driven by the $111.2 million loss on sale of the Brazil disposal group, partially offset by the $96.0 million gain on the sale of Avinode, as discussed in Note 3. Acquisitions and Divestitures.income.

Income Taxes. For the year ended December 31, 2024,2025, we recognized income tax expensebenefit of $27.6$127.9 million, compared to income tax expense of $13.0$27.6 million in 2023.2024. The net increasedecrease of $14.6$155.6 million was primarily attributable to higherlower pre-taxincome earnings,before income taxes as well as changes in the mix of our worldwide earnings, andin addition to a net discrete incometax expense of $18.1 million the year ended December 31, 2025 as compared to a net discrete tax expense of $3.2 million for the year ended December 31, 2024 compared to a net discrete income tax benefit of $5.4 million for the year ended December 31, 2023.2024. See Note 11.14. Income Taxes for additional information.

Revenues in our aviation segment were $20.5$19.0 billion for the year ended December 31, 2024,2025, a decrease of $2.8$1.5 billion, or 12%,7%, compared to the year ended December 31, 2023.2024. The decrease in revenue was driven by lower average prices and a decrease in volumes. Average jet fuel price per gallon sold decreased by $0.36,$0.20, or 12%,8%, in the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. Total aviation volumes decreased by 0.1102.0 billion,million, or 1%, to 7.37.1 billion gallons, driven largely by a reduction in lower margin bulk fuel, partially offset by an increase in commercial passenger activity.gallons.

Our aviationAviation segment gross profit for the year ended December 31, 20242025 was $485.5$526.3 million, aan decreaseincrease of $0.2$40.8 million compared to the year ended December 31, 2023.2024. The decreaseincrease in gross profit was primarily driven by higher profit contributions from our operated airport locations in Europe, increased government and business and general aviation activity, including the contribution from Universal TSS acquired in the fourth quarter of 2025, partially offset by a decrease in gross profit attributable to the Avinode sale, which closed during the second quarter of 2024 as discussed in Note 3. Acquisitions and Divestitures, offset by higher contribution from growth in commercial passenger volume and a continued focus on improving returns during the year ended December 31, 2024.

Revenues in our land segment were $12.8$10.2 billion for the year ended December 31, 2024,2025, a decrease of $2.4$2.6 billion, or 16%,20%, compared to the year ended December 31, 2023.2024. The decrease in revenue was principally driven by lower average fuel prices and a decrease in volumes. Average fuel prices decreased by $0.33,$0.28, or 13%, in the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. Total land volumes decreased by 0.20.5 billion, or 3%,8%, to 6.15.6 billion gallon or gallon equivalents in the year ended December 31, 20242025 compared to the year ended December 31, 2023,2024, primarily attributable to the sale of Watson Fuels and our liquid fuel business in North America, partially offset by increased activity in our natural gas and power businesses.Brazil.

Our landLand segment incomegross from operationsprofit for the year ended December 31, 20242025 was $41.1$298.4 million, ana increasedecrease of $1.0$86.0 million, or 2%,22%, compared to the year ended December 31, 2023.2024. The decrease in gross profit was offsetprimarily bydue ato reductionunfavorable market conditions in operatingparts expensesof principallyour relatedNorth toAmerican lowerliquid incentivefuel compensation,business and our European power business, both non-core and in the process of being exited, as well as athe decreaseWatson inFuels assetsale, impairmentwhich andclosed restructuring charges forduring the yearsecond endedquarter Decemberof 31, 2024 compared to the year ended December 31, 2023.2025. These decreases in operating expenses were partially offset by anhigher increaseprofit contributions from our natural gas business in theNorth provision for credit lossesAmerica, driven by theincreased write-offprice of accounts receivable associated with exit activities as discussed under "Restructuring and Exit Activities" above.volatility.

Revenues in our marine segment were $8.9$7.7 billion for the year ended December 31, 2024,2025, a decrease of $0.4$1.2 billion, or 4%,14%, compared to the year ended December 31, 2023.2024. The decrease in revenue was principally driven by lower average fuel prices and a decrease in volumes. The average price per metric ton of bunker fuel sold decreased by $13.25,$48.74, or 2%,9%, in the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. In addition, total volumes decreased by 0.30.8 million metric tons, or 2%,5%, to 16.615.8 million metric tons in the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024 primarily due to lower demand in our resale businesses driven in part by market uncertainty with respect to international trade.

Our marineMarine segment gross profit for the year ended December 31, 20242025 was $156.4$123.1 million, a decrease of $16.2$33.3 million, or 9%,21%, compared to the year ended December 31, 2023.2024. The decrease in gross profit was principally driven by reducedlower bunker fuel prices and continued low market price volatility, partiallyas offsetwell byas highera lower profit contribution from ourcertain resalephysical businesses,locations whenand comparedan withunfavorable transaction tax settlement recognized in the yearsecond endedquarter Decemberof 31, 2023.2025.

OurIncome from operations in our marine segment income from operations for the year ended December 31, 20242025 was $64.8$0.9 million, a decrease of $17.5$63.9 million, or 21%,99%, compared to the year ended December 31, 2023,2024. primarilyIn dueaddition to the decrease in gross profit,profit asdiscussed wellabove, operating expenses increased primarily as a $1.2result millionof increaseasset in operating expenses driven by restructuringimpairment charges recognized during the year ended December 31, 2024,2025, as discussed in "RestructuringNote and5. ExitFair Activities"Value above.Measurements, partially offset by a reduction in incentive compensation costs.

Convertible Notes. OnAs Juneof 26,December 2023,31, 2025, we issuedhave outstanding $350.0 million aggregate principal amount of 3.250% Convertible Senior Notes due 2028 (the "Convertible Notes") which mature on July 1, 2028, unless earlier converted, redeemed or repurchased. The Convertible Notes are senior, unsecured obligations that bear interest at a rate of 3.250% per year, payable semiannually in arrears on January 1 and July 1 of each year,year. beginningAs onof JanuaryDecember 1,31, 2024.2025, The initialthe conversion rate wasis 35.171035.6103 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initiala conversion price of approximately $28.43$28.08 per share. The conversion rate is subject to adjustment upon the occurrence of certain events, but will not be adjusted for accrued and unpaid interest. Upon conversion, the Convertible Notes will be settled in cash up to the aggregate principal amount of the Convertible Notes to be converted, and in cash, shares of common stock or any combination thereof, at our option, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount.

In connection with the pricing of the Convertible Notes, we entered into convertible note hedge transactions and warrant transactions. The cost of the convertible note hedge transactions was approximately $70.5 million. The convertible note hedge transactions cover, subject to customary anti-dilution adjustments, the number of shares of common stock that initially underlie the Convertible Notes, and have an initiala strike price equal to the initial conversion price of the Convertible Notes. Separately, we received $40.0 million of proceeds from the sale ofsold warrants to acquire, subject to anti-dilution adjustments, the same amount of shares at an initiala strike price of $40.14$39.64 per share.share as of December 31, 2025. As a result, dilution upon conversion of the Convertible Notes will be mitigated as the bond hedge and warrant transactions increase the effective conversion price of the Convertible Notes.

Credit Agreement. The Fourth Amended and Restated Credit Agreement (as amended, the "Credit Agreement"), matures in April 2027 and provides for a term loan as well as a revolving credit facility of up to $1.5 billion (the "Credit Facility"). Our availability under the Credit Facility is limited by, among other things, our consolidated total leverage ratio, which is defined in the Credit Agreement and is based, in part, on our consolidated earnings before interest, taxes, depreciation and amortization, and share-based compensation, with such adjustments as specified therein, for the four immediately preceding fiscal quarters. The Credit Agreement generally limits the total amount of indebtedness we may incur to a consolidated total leverage ratio of not more than 4.75 to 1.

Receivables Purchase Agreements. We also have accounts receivable programs under receivables purchase agreements ("RPAs") that allow us to sell a specified amount of qualifying accounts receivable and receive cash consideration equal to the total balance, less an associated fee, which varies based on the outstanding accounts receivable at any given time. The RPAs provide the constituent banks with the ability to add or remove customers from these programs in their discretion based on, among other things, the level of risk exposure the bank is willing to accept with respect to any particular customer. The fees the banks charge us to purchase the receivables from these customers can also be impacted for these reasons. During the third quarter of 2025, we amended one of our RPAs to extend the term of the agreement and reduce the overall fee structure. See Note 2.3. Accounts Receivable for additional information.

See Item 1A. – Risk Factors in Part 1I within this 20242025 10-K Report for additional information.

(1)Debt and interest obligations include principal and interest payments on fixed-rate and variable-rate, fixed-term debt based on their maturity dates, and includes $50.3 million of secured borrowings related to the transfer of tax receivables.dates. See Note 8.9. Debt, Interest Income, Expense, and Other Finance Costs for additional information.

Operating Activities. For the year ended December, 31 2024,2025, net cash provided by operating activities was $259.9$292.9 million, compared to $271.3$259.9 million net cash provided during the year ended December 31, 2023.2024. The $11.5$33.0 million decreaseincrease in operating cash flows was principally due to aincreased decreasecash inprovided by our accounts payable and accounts receivable, inclusive of cash provided by our RPA activity, and inventory, as well as in our derivative activities. These decreases were driven by relativelythe stabledeclining averageprice fuel pricesenvironment during the year ended December 31, 20242025, comparedas towell as cash provided by the decliningcollection priceof environmenttransaction experiencedtax refunds during the year ended December 31, 2023,2025. whenThese increased cash provided by operations also benefited from the rationalization of lower-return businesses within our aviation segment. These decreasesflows were partially offset by ana increasedecrease in our net income adjusted for noncash items (see "Results of Operations" for further details of the drivers impacting our net income), an increase in cash used in our derivative activities, driven by increased collateral requirements, and cashincome flowstax associated with deferred revenue and customer deposits.payments.

Investing Activities. For the year ended December 31, 2024,2025, net cash providedused byin investing activities was $64.5$170.0 million, compared to net cash usedprovided of $101.1$64.5 million during the year ended December 31, 2023.2024. The net cash used in investing activities in 2025 was primarily driven by $153.6 million paid to acquire Universal TSS as discussed in Note 2. Acquisitions and Divestitures, capital expenditures of $65.6 million, and asset acquisitions of $13.3 million, partially offset by $29.4 million of cash received from the net repayment of notes receivable and $23.4 million net proceeds from the Watson Sale. Net cash provided by investing activities in 2024 was primarilyprincipally driven by net proceeds of $200.1 million and $8.9 million from the Avinode sale and the Brazil sale, respectively, as discussed in Note 3.2. Acquisitions and Divestitures, partially offset by capital expenditures of $68.2 million, the issuance of notes receivable, net of repayments received, of $37.3 million,million and cash paid for the acquisition of a business of $40.0 million. Net cash used in investing activities in 2023 was principally driven by capital expenditures of $87.6 million and cash paid for the acquisition of a business of $13.7 million, which was partially offset by proceeds received from the sale of a business of $9.3 million.

TheFactors riskthat factorscould setcause forthour belowactual supplements and is intendedresults to bediffer readmaterially from those in conjunctionthis withreport include the risk factors previously disclosed under Part I, Item 1A – Risk Factors of our 2025 10-K Report. Other thanReport, as setsupplemented forthby below,the thererisk havefactors been no material changes to our Risk Factors from those presenteddescribed in our 2025Quarterly 10-KReport Report.on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on April 24, 2026.

This 10-Q Report and the information incorporated by reference in it, or made by us in other reports, filings with the U.S. Securities and Exchange Commission (the "SEC"), press releases, teleconferences, industry conferences or otherwise, contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words "believe," "anticipate," "expect," "estimate," "project," "could," "would," "will," "might," "continue," "plan," "ability," "achieve," "can," "intend," "may," "potential," "remain," "strategy," "design," "future," "forecast," "likely," "pursue," "schedule," or words or phrases of similar meaning. Specifically, this 10-Q Report includes forward-looking statements regarding [(i) expectations regarding macroeconomic conditions, including inflation and its impact on us, (ii) conditions in the aviation, land, and marine markets and their impact on our business, (iii) growth in our core businesses, (iv) the impact of fuel prices and our working capital, liquidity, and capital expenditure requirements, (v) our expectations and estimates regarding tax, legal and accounting matters, accounting standards and environmental credits, including the impact on our financial statements, (vi) our hedging strategy, (vii) our acquisitions, divestitures, restructurings and other strategic transactions (viii) global trade trends and patterns, including the impact of tariffs and global conflicts, and (ix) estimates regarding the financial impact of our derivative and other trading contracts.] Our forward-looking statements are qualified in their entirety by cautionary statements and risk factor disclosures contained in our SEC filings.

•the impact of cybercyber, artificial intelligence and other information technology or security related incidents on us, our customers or other parties;

•greenhouse gas reduction programs and other environmental and climate change legislation adopted by governments around the world, including cap and trade regimes, carbon taxes, increased efficiency standards and mandates for renewable energy, and increased scrutiny on environmental and carbon offset credits, each of which could increase our operating and compliance costs as well as adversely impact our sales of fuel products;

We are a leading global provider of aviation, marine, and ground-based transportation fuels and complementary services.services operating under our core commercial brand, World Fuel. Through an integrated global supply and logistics network, we source and distribute products and services to meet customer needs across more than 200 countries and territories throughout the world, including lower-carbon fuels to support our customers' energy-transition objectives. In the United States, we also market natural gas and related solutions.

During the fourth quarter of 2025, management committed to and initiated actions to execute a plan to exit certain operations within the land segment, including direct fuel transportation services, lubricants, heating oil, power, and certain advisory and sustainability offerings, that arewere no longer profitable or not aligned with the Company's core business and corporate strategy. As a result of the actions taken, we recognized charges for exit activities totaling $57.8 million, comprised of severance and compensation costs of $26.2 million, charges associated with various legal matters and contract termination costs of $21.7 million, write-offs of receivables and other assets of $5.1 million, and a loss on the sale of assets of $4.7 million. In addition, we recognized asset impairment charges of $5.8 million related to assets no longer in use or expected to provide nominal future economic benefit.

Management continued to execute these plans in 2026, and as a result of the actions taken during the first quarterhalf of 2026, we recognized charges for exit activities totaling $1.0$6.1 million, comprised of charges associated with various legal matters and contract termination costs of $7.8$10.2 million and severance and compensation costs of $0.9$4.1 million, which were partially offset by a net noncash gain on the sale of assets of $7.7$8.2 million. In addition, as a result of the actions taken in 2026, we wrote off accounts receivable of $3.0 million.

During the first quarter of 2025, in alignment with ongoing efforts to rationalize our assets and operations, we began the 2025 Restructuring Plan, a company-wide restructuring initiative designed to further streamline our operating model and enhance organizational efficiency and effectiveness. As part of this initiative, we undertook cost management actions in response to the current and projected business needs, including the closure of certain open positions and the elimination of other roles to better align the workforce with our current strategic priorities. These actions are expected to result in approximately $30 million in annualized compensation relatedcompensation-related savings. As a component of the 2025 Restructuring Plan, in June 2025, we launched a program intended to optimize our global finance and accounting operations. We expect this initiative to result in some initial cost savings beginning in 2026 and with increased savings in following years. Total cost savings for the five-year period from 2026 through 2030 are expected to be approximately $80 million. During the fourth quarter of 2025, we also announced an executive transition as a component of the 2025 Restructuring Plan.

As a result of the actions taken under the 2025 Restructuring Plan, we recognized $45.2 million of restructuring charges associated with the 2025 Restructuring Plan during the year ended December 31, 2025, including $32.7 million of severance and other compensation costs and $12.6 million of other transition related costs. During the threesix months ended MarchJune 31,30, 2026, we recognized $5.7$9.5 million of charges associated with the 2025 Restructuring Plan, consisting primarily of costs associated with the global finance and accounting optimization program as well as additional severance and other compensation costs. We plan to complete the transition activities associated with the global finance and accounting optimization in the fourth quarter of 2026 and expect to recognize an additional $8.0$4.4 million in transition costs and one-time charges associated with the planned global finance and accounting initiatives during the year ending December 31, 2026.

Our aviation segment has benefited from growth in our fuel and related service offerings, as well as our enhanced logistics capabilities and the geographic expansion of our aviation fueling operations into additional international airport locations. We have successfully achieved higher returns in a high interest rate environment, driven in part by targeted improvements in working capital management consistent with our strategy to rationalize lower-return business activity. In connection with our efforts to accelerate growth in our core businesses, we completed the acquisition of Universal TSS in the fourth quarter of 2025 for a total purchase price of approximately $207.0 million.2025. See Note 2. Acquisitions and Divestitures for additional information.

In our land segment, we continue to focus on improving capital efficiency by optimizing asset utilization, leveraging the capabilities of our acquisitions, and realigning our operational platform. In 2025, we launched an initiative designed to further streamline our operating model and enhance organizational efficiency and effectiveness. On April 9, 2025, we closed the Watson Fuels sale, and in the fourth quarter of 2025 and into 2026, we committed to and initiated actions to exit certain operations within the land segment, including direct fuel transportation services, lubricants, heating oil, power, and certain advisory and sustainability offerings, that are no longer profitable or not aligned with the Company's core business and corporate strategy. In June 2026, we closed on the sale of a majority of the Land Fuel Transportation and Lubricants disposal group. See Note 2. Acquisitions and Divestitures and Note 14. Restructuring and Exit Activities for additional information about the actions taken and related impairment charges.

We believe that our marine business is well-positioned to generate relatively moderate levels of earnings in stable markets and provide additional value in volatile and credit constrained markets. Due to the generally spot nature of sales in our marine business, we have traditionally benefited from elevated fuel prices and volatility as well as a constrained credit environment, as seen during the first quarterhalf of 2026, with the increase in global oil prices and related volatility resulting in a significant improvement in marine segment profitability.

In recent years, inflation in the United States and other jurisdictions in which we do business has increased significantly, driven in part by supply chain disruptions, labor shortages and increased commodity prices, which generally resulted in higher costs. In a rising cost environment, there may be offsetting benefits either inherent in certain parts of our business or that may result from proactive measures we take to reduce the impact of inflation on our net operating results. These benefits can include higher commodity prices that typically result in a constrained credit environment, often creating favorable market conditions that increase demand for our services, as well as our ability to renegotiate prices due to many of our sales contracts being 12 months or less in duration. Additionally, we take measures to mitigate the impact of increases in fuel prices through comprehensive hedging programs and the use of financial derivative contracts.

We have seen some impact associated with changes in U.S. policy and trade-related uncertainty. While a February 20, 2026 Supreme Court ruling struck down a sweeping series of tariffs that had been imposed in 2025, substantial uncertainty remains with respect to how the ruling will be interpreted and whether some of such tariffs might be reimposed under different legal authority. A significant or prolonged period of trade uncertainty or high inflation could adversely impact our results. Higher interest rates also typically increase the interest expense associated with our credit arrangements with banks and other parties that serve as important sources of liquidity for us, which can therefore negatively impact our results of operations for a particular period. We will continue to monitor recent developments on trade-related uncertainty and tariff policy and evaluate any changes to the applicability of these policies on our business as they occur.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

Revenue. Our consolidated revenue for the three months ended MarchJune 31,30, 2026 was $9.7$13.6 billion, an increase of $232.5$4.5 million,billion, or 2%,50%, compared to the three months ended MarchJune 31,30, 2025, attributable to increased revenue of $390.9$3.2 millionbillion, $0.9 billion, and $131.0$0.4 millionbillion in our aviationaviation, marine, and marineland segments, respectively, partially offset by decreased revenue of $289.4 million in our land segment, as discussed further below.

Gross Profit. Our gross profit for the three months ended MarchJune 31,30, 2026 was $271.2$365.1 million, an increase of $40.8$132.7 million, or 18%,57%, compared to the three months ended MarchJune 31,30, 2025, attributable to increased gross profit of $30.7$70.0 millionmillion, $52.6 million, and $22.6$10.1 million in our marineaviation, marine, and aviationland segments, respectively, partially offset by decreased gross profit of $12.5 million in our land segment, as discussed further below.

Operating Expenses. Total operating expenses for the three months ended MarchJune 31,30, 2026 were $214.9$269.1 million, a decrease of $22.1$308.4 million, or 9%,53%, compared to the three months ended MarchJune 31,30, 2025. The decrease in operating expenses was primarily attributable to lowerthe $398.6 million of goodwill and other asset impairment charges andrecognized exit activity and restructuring charges compared toduring the three months ended MarchJune 31,30, 2025 as well as the impact of the Watson Fuels sale,2025, partially offset by costsincreases associatedin withbad debt expense incurred during the Universalthree TSSmonths businessended acquiredJune in30, 2026, primarily as a result of the fourthdeteriorating financial condition of certain aviation and marine segment customers, including a marine segment customer which filed for creditor protection during the second quarter of 20252026 and anis increasecurrently inoperating under court supervision, and compensation and employee benefit costs, primarily driven by higher incentive compensation costs in our aviation and marine segment.segments, as well as costs associated with the Universal TSS business acquired in the fourth quarter of 2025.

Non-Operating Income (Expense), net. For the three months ended MarchJune 31,30, 2026, we had net non-operating expense of $24.1$29.8 million compared to net non-operating expense of $21.5$103.6 million for the three months ended MarchJune 31,30, 2025. The increasedecrease in non-operating expense of $2.6$73.9 million during the three months ended MarchJune 31,30, 2026 was primarily attributable to lowerthe $81.7 million loss on the sale of Watson Fuels during the three months ended June 30, 2025, partially offset by increased foreign currency losses and higher interest income.expense during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Income Taxes. For the three months ended MarchJune 31,30, 2026, we recognized an income tax expense of $6.6$16.6 million, compared to income tax benefit of $6.8$109.6 million for the three months ended MarchJune 31,30, 2025. The increase of $13.4$126.1 million was primarily attributable to lower asset impairment chargesbenefits recognized during the three months ended June 30, 2025 and changes in the mix of our worldwide earnings, partiallyas offsetwell byas an increase ina net discrete tax benefitsbenefit of $2.6$1.0 million duringfor the three months ended MarchJune 31,30, 2026 compared to a net discrete tax benefit of $12.3 million for the three months ended MarchJune 31,30, 2025. See Note 11. Income Taxes for additional information.

Revenues in our aviation segment were $5.0$8.0 billion for the three months ended MarchJune 31,30, 2026, an increase of $390.9$3.2 million,billion, or 8%,68%, compared to the three months ended MarchJune 31,30, 2025. The increase in revenue was driven by higher average prices, partially offset by a decrease in volume. Average jet fuel price per gallon sold increased by 13%.83%. Total aviation volumes decreased by 77.396.1 million gallons, or 5%, to 1.61.8 billion gallons, driven primarily by a reduction in lower margin activity.

Aviation segment gross profit for the three months ended MarchJune 31,30, 2026 was $138.2$208.0 million, an increase of $22.6$70.0 million, or 20%,51%, compared to the three months ended MarchJune 31,30, 2025. The increase in gross profit was primarily attributable to stronger physical inventory-related profitability in our core commercial business, driven by elevated jet fuel price volatility during the three months ended June 30, 2026, in addition to the contribution from Universal TSS acquired in the fourth quarter of 2025 as well as increased contributions from our core resale business, principally in Europe, and government activity.2025.

Income from operations in our aviation segment for the three months ended MarchJune 31,30, 2026 was $57.6$104.8 million, an increase of $1.5$33.2 million, or 3%,46%, compared to the three months ended MarchJune 31,30, 2025, driven by the increase in gross profit discussed above, partially offset by an increase in operating expenses. The increase in operating expenses was primarily attributable to increasedthe incremental operating costs associated with the Universal TSS acquisitionbusiness duringacquired in the fourth quarter of 2025,2025 as well as a higher allowanceincentive forcompensation credit losses as a result of increased accounts receivable exposure driven by elevated jet fuel pricescosts during the firstthree quartermonths ofended June 30, 2026.

Revenues in our land segment were $2.6$2.9 billion for the three months ended MarchJune 31,30, 2026, aan decreaseincrease of $289.4$442.9 million, or 10%,18%, compared to the three months ended MarchJune 31,30, 2025. The decreaseincrease in revenue was principally driven by higher average prices, partially offset by a decrease in volume. Average fuel prices increased by 13%. Total volumes decreased by 137.1115.1 million, or 9%, to 1.41.2 billion gallons or gallon equivalents, primarily attributable to the sale of Watson Fuels, as well as decreased volumes in our European power business, which is considered non-core and in the process of being exited.exited, as well as the Land Fuel Transportation and Lubricants business sold during the second quarter of 2026.

Land segment gross profit for the three months ended MarchJune 31,30, 2026 was $66.6$77.5 million, aan decreaseincrease of $12.5$10.1 million, or 16%,15%, compared to the three months ended MarchJune 31,30, 2025. The decreaseincrease in gross profit was principally duedriven toby thean Watsonincreased Fuelscontribution salefrom our government business as well as unfavorable market conditions in our natural gas business, partially offset by higher contributions from our cardlock network and retail operations in North America.

Income from operations in our land segment for the three months ended MarchJune 31,30, 2026 was $2.2$6.3 million, an increase of $47.5$373.2 million, or 105%,102%, compared to the three months ended MarchJune 31,30, 2025, driven by a decrease in operating expenses,expenses partiallyas offsetwell byas the decreaseincrease in gross profit discussed above. The decrease in operating expenses was primarily attributable to lower asset impairment charges and exit activity and restructuring charges compared to the three months ended MarchJune 31,30, 2025, aspartially welloffset asby restructuring and exit activity charges during the impactthree months ended June 30, 2026 resulting from the business exits initiated during the fourth quarter of the Watson Fuels sale.2025.

Revenues in our marine segment were $2.1$2.8 billion for the three months ended MarchJune 31,30, 2026, an increase of $131.0$870.6 million, or 7%,46%, compared to the three months ended MarchJune 31,30, 2025. The increase in revenue was driven by higher average fuel pricesprices, andpartially anoffset increaseby a decrease in volume. The average price per metric ton of bunker fuel sold increased by 3%.63%. Total volumes increaseddecreased by 0.10.4 million metric tons, or 4%,10%, to 3.93.5 million, largelydriven dueby toreduced demand driven by the lowerconflict demand seen duringin the threeMiddle monthsEast ended March 31, 2025 asand a resultreduction ofin marketlower uncertaintymargin with respect to international trade.activity.

Marine segment gross profit for the three months ended MarchJune 31,30, 2026 was $66.4$79.7 million, an increase of $30.7$52.6 million, or 86%,195%, primarily attributabledriven toby a higher profit contribution from our core resale business,business drivenand bycertain physical locations, which benefited from increased bunker fuel prices and elevated market price volatility, as well as from certain physical locations.volatility.

Income from operations in our marine segment for the three months ended MarchJune 31,30, 2026 was $33.0$22.2 million, an increase of $18.2$47.8 million, or 123%,187%, compared to the three months ended MarchJune 31,30, 2025, driven by the increase in gross profit discussed above, partially offset by an increase in operating expenses primarily attributable to credit losses incurred during the three months ended June 30, 2026, primarily driven by the deteriorating financial condition of a customer which filed for creditor protection during the second quarter of 2026 and is currently operating under court supervision, as well as higher incentive compensation costs.

Based on the information currently available, we believe that our cash and cash equivalents as of MarchJune 31,30, 2026 and available funds from our Credit Facility, together with cash flows generated by operations, are sufficient to fund our working capital and capital expenditure requirements for at least the next twelve months after the financial statements are issued and the foreseeable future thereafter.

Convertible Notes. As of MarchJune 31,30, 2026, we have outstanding $350.0 million aggregate principal amount of Convertible Notes which mature on July 1, 2028, unless earlier converted, redeemed or repurchased. The Convertible Notes are senior, unsecured obligations that bear interest at a rate of 3.250% per year, payable semiannually in arrears on January 1 and July 1 of each year. Upon conversion, the Convertible Notes will be settled in cash up to the aggregate principal amount of the Convertible Notes to be converted, and in cash, shares of common stock or any combination thereof, at our option, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount. See Note 7. Debt, Interest Income, Expense, and Other Finance Costs for additional information.

Receivables Purchase Agreements. We also have accounts receivable programs under RPAs that allow us to sell a specified amount of qualifying accounts receivable and receive cash consideration equal to the total balance, less an associated fee, which varies based on the outstanding accounts receivable at any given time. The RPAs provide the constituent banks with the ability to add or remove customers from these programs in their discretion based on, among other things, the level of risk exposure the bank is willing to accept with respect to any particular customer. The fees the banks charge us to purchase the receivables from these customers can also be impacted for these reasons. During the second quarter of 2026, we amended one of our RPAs to increase the facility size. See Note 3. Accounts Receivable for additional information.

Cash is primarily used to fund working capital to support our operations as well as for strategic acquisitions and investments. There were no material changes in our expected future uses of liquidity from December 31, 2025 to MarchJune 31,30, 2026. For a discussion of these matters, refer to "Liquidity and Capital Resources" under Part II, Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations of our 2025 10-K Report.

The following table reflects the major categories of cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025 (in millions). For additional details, please see the unaudited Condensed Consolidated Statements of Cash Flows within this 10-Q Report.

Operating Activities. For the threesix months ended MarchJune 31,30, 2026, net cash used in operating activities was $46.4$67.7 million, compared to $114.4$142.6 million net cash provided during the threesix months ended MarchJune 31,30, 2025. The $160.8$210.3 million decrease in operating cash flows was principally due to an increase in net cash used for inventoryaccounts payable and accounts receivable, inventory, and in our derivative activities, driven by the increasing price environment during the threesix months ended MarchJune 31,30, 2026, partially offset by an increase in our net cashincome providedadjusted byfor accountsnoncash payableitems and(see accounts"Results receivableof attributableOperations" tofor further details of the thedrivers Watsonimpacting Fuelsour salenet and other divestitures and business exits.income).