Skip to main content

WORLD KINECT CORP

For the period ended Mar 31, 2026. Filed Apr 24, 2026.

View on SEC.gov

About 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 Apr 24, 2026

WKC$35.70-2.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-10-24.

0000789460-25-000030

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-04-24.

0000789460-26-000028

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

The 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 140 previous paragraphs and 115 current paragraphs.

66 unchanged; 33 reworded; 16 added; 32 removed; 9 previous and 0 current paragraphs rearranged.

Tables are not compared: 9 previous and 5 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 (16)

Current report

•the imposition of tariffs or retaliatory tariffs and other trade measures, or renegotiation of existing trade arrangements;

Current report

•our ability to effectively complete divestitures in accordance with anticipated timing;

Current report

•the proliferation of alternative fuel which could result in lower global demand for certain energy sources;

Current report

•pandemics, terrorism, global conflicts, power outages, and other events that could impact demand for fuel;

Current report

We are a leading global provider of aviation, marine, and ground-based transportation fuels and complementary services. 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.

Current report

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 are 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.

Current report

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

Current report

See Note 2. Acquisitions and Divestitures and Note 14. Restructuring and Exit Activities for additional information.

Current report

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 three months ended March 31, 2026, we recognized $5.7 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 million in transition costs and one-time charges associated with the planned global finance and accounting initiatives during the year ending December 31, 2026.

Current report

Aviation segment gross profit for the three months ended March 31, 2026 was $138.2 million, an increase of $22.6 million, or 20%, compared to the three months ended March 31, 2025. The increase in gross profit was primarily attributable 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.

Current report

Land segment gross profit for the three months ended March 31, 2026 was $66.6 million, a decrease of $12.5 million, or 16%, compared to the three months ended March 31, 2025. The decrease in gross profit was principally due to the Watson Fuels sale 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.

Current report

Income from operations in our land segment for the three months ended March 31, 2026 was $2.2 million, an increase of $47.5 million, or 105%, compared to the three months ended March 31, 2025, driven by a decrease in operating expenses, partially offset by the decrease 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 March 31, 2025, as well as the impact of the Watson Fuels sale.

Current report

Income from operations in our marine segment for the three months ended March 31, 2026 was $33.0 million, an increase of $18.2 million, or 123%, compared to the three months ended March 31, 2025, driven by the increase in gross profit discussed above, partially offset by an increase in operating expenses primarily attributable to higher incentive compensation costs.

Current report

Supplier Financing Programs. Under various supplier finance programs, we agree to pay counterparties engaged as paying agents the stated amount of confirmed invoices from our designated suppliers on the original maturity date of the invoices. Under certain of these arrangements, we may also pay fees for the supplier finance platform and related support. See Note 6. Supplier Financing Programs for additional information.
Removed paragraphs (32)

Previous report

We are a global energy management company offering fulfillment and related services across the aviation, marine, and land-based transportation sectors. We also supply natural gas and power in the United States and Europe along with a broad suite of other sustainability-related products and services. We are principally engaged in the distribution of fuel and related products and services in the aviation, land, and marine transportation industries.

Previous report

During the fourth quarter of 2024, we decided to take 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. As a result of the actions taken in 2024, during the three months ended December 31, 2024, we recognized asset impairment charges of $3.1 million, wrote off accounts receivable totaling $4.4 million, and recognized additional charges for severance and other compensation costs of $1.4 million. As part of the asset rationalization initiatives, in April 2025, we signed and closed on the sale of WFL (UK) Ltd., which represents our U.K. land fuels business, for total proceeds of $42.8 million (the "Watson Fuels sale"). See Note 3. Acquisitions and Divestitures for additional information.

Previous 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 September 3, 2025, we entered into a definitive agreement with Universal Weather and Aviation to acquire their Trip Support Services division (the "TSS Acquisition") for a total purchase price of approximately $220 million. See Note 3. Acquisitions and Divestitures for additional information.

Previous report

During the second quarter of 2025, following our exit from the U.K. land fuels business, as part of the evolution of our strategy we completed our reassessment of the remaining business lines within the land reporting unit. Through this process, we updated key assumptions regarding certain lines of business and made related downward revisions to our long-term forecasts versus prior projections, reflecting both our efforts to optimize the land portfolio to focus on core activities with the highest return potential and the unanticipated persistence of macroeconomic pressures and underperformance against financial expectations. These changes led us to conclude that it was more likely than not that the fair value of the land reporting unit may be less than its carrying value. As a result, we conducted a quantitative impairment test as of June 30, 2025. The resulting goodwill impairment for the land reporting unit reflects our disciplined capital allocation strategy, which emphasizes portfolio optimization and a sharpened focus on areas aligned with our long-term growth objectives. See Note 4. Goodwill for additional information.

Previous report

Significant 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.

Previous report

Aviation segment gross profit for the three months ended September 30, 2025 was $142.8 million, an increase of $13.8 million, or 11%, compared to the three months ended September 30, 2024. The increase in gross profit was primarily attributable to higher profit contribution from our operated airport locations in Europe, increased government sales, and our business and general aviation activities.

Previous report

Land segment gross profit for the three months ended September 30, 2025 was $81.4 million, a decrease of $20.6 million, or 20%, compared to the three months ended September 30, 2024. The decrease in gross profit was primarily attributable to lower profit contribution from our liquid fuel business in North America, principally as a result of unfavorable market conditions, the Watson Fuels sale and the sale of our fuel business in Brazil, as well as the exit from certain North American land operations during the fourth quarter of 2024.

Previous report

Income from operations in our land segment for the three months ended September 30, 2025 was $11.7 million, a decrease of $3.4 million, or 23%, compared to the three months ended September 30, 2024, driven by the decrease in gross profit discussed above, partially offset by a decrease in operating expenses. The decrease in operating expenses was primarily attributable to reduced operating expenses associated with the sale of Watson Fuels in the second quarter of 2025 and the sale of our fuel business in Brazil. In addition, compensation and employee benefit costs were lower as a result of the 2025 Restructuring Plan initiatives.

Previous report

Income from operations in our marine segment for the three months ended September 30, 2025 was $4.7 million, a decrease of $10.2 million, or 68%, compared to the three months ended September 30, 2024, driven by the decrease in gross profit discussed above, partially offset by a decrease in operating expenses. The decrease in operating expenses was primarily attributable to lower incentive compensation costs.

Previous report

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Previous report

Revenue. Our consolidated revenue for the nine months ended September 30, 2025 was $27.9 billion, a decrease of $4.5 billion, or 14%, compared to the nine months ended September 30, 2024, attributable to decreased revenue of $2.0 billion, $1.5 billion, and $1.0 billion in our land, aviation, and marine segments, respectively, as discussed further below.

Previous report

Gross Profit. Our gross profit for the nine months ended September 30, 2025 was $712.4 million, a decrease of $55.0 million, or 7%, compared to the nine months ended September 30, 2024, attributable to decreased gross profit of $52.2 million and $34.0 million in our land and marine segments, respectively, partially offset by increased gross profit of $31.2 million in our aviation segment, as discussed further below.

Previous report

Operating Expenses. Total operating expenses for the nine months ended September 30, 2025 were $1.0 billion, an increase of $414.5 million, or 71%, compared to the nine months ended September 30, 2024. The increase in operating expenses was primarily attributable to goodwill and other asset impairment charges of $443.1 million recognized during the nine months ended September 30, 2025, as discussed in Note 4. Goodwill and Note 6. Fair Value Measurements, and increased restructuring charges, as discussed in Note 15. Restructuring and Exit Activities. These increases were partially offset by lower compensation and employee benefit costs and general and administrative expenses primarily driven by the sales of Avinode, Brazil, and Watson Fuels, as well as reduced compensation costs associated with cost reduction initiatives as part of our restructuring program.

Previous report

Non-Operating Income (Expense), net. For the nine months ended September 30, 2025, we had net non-operating expense of $149.2 million compared to net non-operating income of $16.0 million for the nine months ended September 30, 2024. The increase in non-operating expense of $165.2 million during the nine months ended September 30, 2025 was primarily attributable to the $81.7 million loss on the sale of Watson Fuels during the nine months ended September 30, 2025 compared to the $96.0 million gain recognized on the sale of Avinode during the nine months ended September 30, 2024, as discussed in Note 3. Acquisitions and Divestitures, partially offset by a decrease in interest expense, driven by a decrease in our average interest rates and daily borrowings.

Previous report

Revenues in our aviation segment were $14.2 billion for the nine months ended September 30, 2025, a decrease of $1.5 billion, or 9%, compared to the nine months ended September 30, 2024. The decrease in revenue was driven by lower average prices. Average jet fuel price per gallon sold decreased by 11%. Total aviation volumes were relatively flat compared to the nine months ended September 30, 2024.

Previous report

Our aviation segment gross profit for the nine months ended September 30, 2025 was $396.4 million, an increase of $31.2 million, or 9%, compared to the nine months ended September 30, 2024. The increase in gross profit was primarily attributable to higher profit contribution from our operated airport locations in Europe, increased government sales, and our business and general aviation activities, partially offset by a decrease in gross profit attributable to the Avinode sale, which closed during the second quarter of 2024.

Previous report

Income from operations in our aviation segment for the nine months ended September 30, 2025 was $204.9 million, an increase of $24.3 million, or 13%, compared to the nine months ended September 30, 2024, 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 higher general and administrative and compensation costs associated with increased business and general aviation activity, increased restructuring charges as discussed in Note 15. Restructuring and Exit Activities, and a higher provision for credit losses compared to the nine months ended September 30, 2024, which benefited from the recovery of a receivable previously written off as uncollectible. These increased expenses were partially offset by lower compensation and general and administrative expenses associated with the Avinode sale.

Previous report

Revenues in our land segment were $7.8 billion for the nine months ended September 30, 2025, a decrease of $2.0 billion, or 21%, compared to the nine months ended September 30, 2024. The decrease in revenue was driven by lower average fuel prices and a decrease in volumes. Average fuel prices decreased by 15%. Total volumes decreased by 322.9 million, or 7%, to 4.2 billion gallons or gallon equivalents, primarily attributable to the sale of Watson Fuels and our fuel business in Brazil.

Previous report

Our land segment gross profit for the nine months ended September 30, 2025 was $227.8 million, a decrease of $52.2 million, or 19%, compared to the nine months ended September 30, 2024. The decrease in gross profit was primarily driven by lower profit contributions from our liquid fuel business in North America, principally as a result of unfavorable market conditions, as well as our power business in Europe, the Watson Fuels sale, which closed during the second quarter of 2025, and the exit from certain North American land operations during the fourth quarter of 2024. These decreases were partially offset by higher profit contributions from our natural gas business in North America, driven by increased price volatility.

Previous report

Loss from operations in our land segment for the nine months ended September 30, 2025 was $400.4 million compared to income from operations of $29.4 million for the nine months ended September 30, 2024. In addition to the decrease in gross profit discussed above, operating expenses increased principally related to goodwill and other asset impairment charges recognized during the nine months ended September 30, 2025, as discussed in Note 4. Goodwill and Note 6. Fair Value Measurements, and restructuring charges, as discussed in Note 15. Restructuring and Exit Activities, partially offset by reduced operating expenses associated with the sale of Watson Fuels in the second quarter of 2025 and the sale of our fuel business in Brazil. In addition, compensation and employee benefit costs were lower as a result of the 2025 Restructuring Plan initiatives.

Previous report

Revenues in our marine segment were $5.8 billion for the nine months ended September 30, 2025, a decrease of $1.0 billion, or 15%, compared to the nine months ended September 30, 2024. The decrease in revenue was driven by a lower average prices and a decrease in volume. The average price per metric ton of bunker fuel sold decreased by 9%. Total volumes decreased by 0.8 million metric tons, or 6%, to 11.6 million primarily due to lower demand in our resale businesses driven in part by continued market uncertainty with respect to international trade.

Previous report

Our marine segment gross profit for the nine months ended September 30, 2025 was $88.2 million, a decrease of $34.0 million, or 28%, principally due to lower bunker fuel prices and further reduced market volatility, as well as a lower profit contribution from certain physical locations and an unfavorable transaction tax settlement recognized in the second quarter of 2025.

Previous report

Loss from operations in our marine segment for the nine months ended September 30, 2025 was $6.1 million compared to income from operations of $52.1 million for the nine months ended September 30, 2024. In addition to the decrease in gross profit discussed above, operating expenses increased primarily as a result of asset impairment charges recognized during the nine months ended September 30, 2025, as discussed in Note 6. Fair Value Measurements, partially offset by a reduction in incentive compensation costs and lower restructuring charges.

Previous report

Trip Support Services Acquisition. On September 3, 2025, we entered into a definitive agreement with Universal Weather and Aviation to acquire their Trip Support Services division for a total purchase price of approximately $220 million, with $160 million of cash payable at closing, expected to be during the fourth quarter of 2025, and $60 million payable over four years from the closing date. See Note 3. Acquisitions and Divestitures for additional information.

Previous report

We evaluate goodwill for impairment at least annually, and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. These assessments require us to make accounting estimates that require consideration of forecasted financial information. Significant judgment is involved in performing these estimates.

Previous report

A reporting unit is considered at risk when its fair value does not exceed its carrying amount by more than 10%. While our aviation reporting unit is not currently considered at risk, our land reporting unit has been considered to be at risk since the fourth quarter of 2024. As discussed in Note 4. Goodwill, during the second quarter of 2025 we identified an triggering event with respect to our land reporting unit and determined that it was more likely than not that the fair value of the reporting unit was less than its carrying value. We performed a quantitative impairment test and concluded that the carrying value of the land reporting unit exceeded its estimated fair value.

Previous report

The assumptions used in these assessments, particularly the expected growth rates, the profitability embedded in the projected cash flows provided by our legacy and newly acquired businesses, the discount rate and the market-based multiples, are defined based on available information as of the testing date considering current market volatility and geopolitical risks. When testing goodwill at our reporting units, we also consider the volatility in the Company's market capitalization and evaluate the potential impact that this volatility may have on the estimated fair value of our reporting units. As a result, we recognized a goodwill impairment charge of $359.0 million, which represents a partial impairment of goodwill in our land reporting unit. As of September 30, 2025, the remaining goodwill balances in our land and aviation reporting units were $471.0 million and $354.5 million, respectively. If our actual results differ significantly from the assumptions used to determined the fair value of the reporting unit, such impact could potentially result in additional goodwill impairment charges in future periods.
Reworded paragraphs (33)

Previous wording

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," "will be," "will continue," "plan," or words or phrases of similar meaning. Specifically, this 10-Q Report includes forward-looking statements regarding (i) expectations regarding inflation and its impact on us, (ii) trade-related uncertainty, (iii) conditions in the aviation, land, and marine markets and their impact on our business, (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, including the impact on our financial statements, (vi) our hedging strategy, and (vii) estimates regarding the financial impact of our derivative and other trading contracts. These forward-looking statements are qualified in their entirety by cautionary statements and risk factor disclosures contained in our SEC filings.

Current wording

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," 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, 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.

Previous wording

•changes in the market prices of energy or commodities or extremely high or low fuel prices that continue for an extended period of time;

Current wording

•changes in the market prices of, or an unexpected shortage or disruption in the supply of, energy or commodities or extremely high or low fuel prices that continue for an extended period of time;

Previous wording

•changes in the political, economic or regulatory environment generally and in the markets in which we operate, including as a result of geopolitical conflicts, including the current conflicts in Eastern Europe and the Middle East and the actions of the U.S. presidential administration;

Current wording

•changes in the political, economic or regulatory environment generally and in the markets in which we operate, including as a result of the current conflicts in Eastern Europe and the Middle East, and uncertainty in Venezuela;

Previous wording

•our ability to effectively integrate and derive benefits from acquired businesses;

Current wording

•our ability to effectively integrate and derive benefits from acquired businesses or fully realize the anticipated benefits of our acquisitions, divestitures and other strategic transactions;

Previous wording

•risks associated with operating in high-risk locations, including supply disruptions, border closures and other logistical difficulties that arise when working in these areas;

Current wording

•risks associated with operating in high-risk locations, including supply disruptions, border or route closures and other logistical difficulties that arise when working in these areas;

Previous wording

•changes in U.S. or foreign tax laws, including changes resulting from the One Big Beautiful Bill Act, interpretations of such laws, changes in the mix of taxable income among different tax jurisdictions, or adverse results of tax audits, assessments, or disputes;

Current wording

•changes in U.S. or foreign tax laws, interpretations of such laws, changes in the mix of taxable income among different tax jurisdictions, or adverse results of tax audits, assessments, or disputes;

Previous wording

•changes in multilateral conventions, treaties or other arrangements between or among sovereign nations;

Current wording

•changes in multilateral conventions, treaties, tariffs and trade measures or other arrangements between or among sovereign nations;

Previous wording

As a component of this company-wide transformation initiative, in June 2025, we launched a program intended to optimize our global finance and accounting operations. We expect to complete the transition activities associated with the global finance and accounting optimization in the fourth quarter of 2026. As a result, we recognized restructuring charges of $10.9 million during the second and third quarters of 2025, comprised of severance and other transition costs. We expect to recognize an additional $10.1 million in transition costs and one-time charges associated with the planned initiatives during the fourth quarter of 2025 and the year ending December 31, 2026. 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.

Current wording

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 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.

Previous wording

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. Since 2023, 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.

Current wording

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. See Note 2. Acquisitions and Divestitures for additional information.

Previous wording

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. As discussed under "Restructuring and Exit Activities" above, in 2024 we decided to take 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. Additionally, on April 9, 2025, we closed the Watson Fuels sale.

Current wording

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. See Note 2. Acquisitions and Divestitures and Note 14. Restructuring and Exit Activities for additional information about the actions taken and related impairment charges.

Previous wording

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. 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.

Current wording

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 quarter of 2026, with the increase in global oil prices and related volatility resulting in a significant improvement in marine segment profitability.

Previous wording

•the effects of tariffs and other trade restrictions, which 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;

Current wording

The current global environment, including ongoing geopolitical conflicts and changes in U.S. trade policy, may impact commodity prices, international trade, supply availability, and overall demand for global transportation services. Tariffs, route closures, 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. The escalation of conflict in the Middle East has created increased geopolitical and economic uncertainty, particularly within global energy markets. These developments have contributed to heightened volatility in fuel and energy prices worldwide. While we are often able to benefit from periods of market volatility, extended volatility could result in reduced demand or supply uncertainties, which could adversely impact our results.

Previous wording

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.

Current wording

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. 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.

Previous wording

We have seen some impact associated with changes in U.S. policy and trade-related uncertainty. 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.

Current wording

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.

Previous wording

Revenue. Our consolidated revenue for the three months ended September 30, 2025 was $9.4 billion, a decrease of $1.1 billion, or 10%, compared to the three months ended September 30, 2024, attributable to decreased revenue of $616.0 million, $350.3 million, and $132.8 million in our land, aviation, and marine segments, respectively, as discussed further below.

Current wording

Revenue. Our consolidated revenue for the three months ended March 31, 2026 was $9.7 billion, an increase of $232.5 million, or 2%, compared to the three months ended March 31, 2025, attributable to increased revenue of $390.9 million and $131.0 million in our aviation and marine segments, respectively, partially offset by decreased revenue of $289.4 million in our land segment, as discussed further below.

Previous wording

Gross Profit. Our gross profit for the three months ended September 30, 2025 was $249.6 million, a decrease of $18.5 million, or 7%, compared to the three months ended September 30, 2024, attributable to decreased gross profit of $20.6 million and $11.7 million in our land and marine segments, respectively, partially offset by increased gross profit of $13.8 million in our aviation segment, as discussed further below.

Current wording

Gross Profit. Our gross profit for the three months ended March 31, 2026 was $271.2 million, an increase of $40.8 million, or 18%, compared to the three months ended March 31, 2025, attributable to increased gross profit of $30.7 million and $22.6 million in our marine and aviation segments, respectively, partially offset by decreased gross profit of $12.5 million in our land segment, as discussed further below.

Previous wording

Operating Expenses. Total operating expenses for the three months ended September 30, 2025 were $186.8 million, a decrease of $9.1 million, or 5%, compared to the three months ended September 30, 2024. The decrease in operating expenses was primarily attributable to lower compensation and employee benefit costs and general and administrative expenses primarily driven by the sales of Brazil and Watson Fuels, partially offset by increased restructuring charges, as discussed in Note 15. Restructuring and Exit Activities.

Current wording

Operating Expenses. Total operating expenses for the three months ended March 31, 2026 were $214.9 million, a decrease of $22.1 million, or 9%, compared to the three months ended March 31, 2025. 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 March 31, 2025 as well as the impact of the Watson Fuels sale, partially offset by costs associated with the Universal TSS business acquired in the fourth quarter of 2025 and an increase in compensation and employee benefit costs, primarily driven by higher incentive compensation costs in our marine segment.

Previous wording

Non-Operating Income (Expense), net. For the three months ended September 30, 2025, we had net non-operating expense of $24.0 million compared to net non-operating expense of $22.6 million for the three months ended September 30, 2024. The increase in non-operating expense of $1.4 million during the three months ended September 30, 2025 was primarily attributable to an increase in foreign currency losses.

Current wording

Non-Operating Income (Expense), net. For the three months ended March 31, 2026, we had net non-operating expense of $24.1 million compared to net non-operating expense of $21.5 million for the three months ended March 31, 2025. The increase in non-operating expense of $2.6 million during the three months ended March 31, 2026 was primarily attributable to lower interest income.

Previous wording

Income Taxes. For the nine months ended September 30, 2025, we recognized income tax benefit of $105.8 million, compared to income tax expense of $27.6 million for the nine months ended September 30, 2024. The decrease of $133.4 million was primarily attributable to lower income before income taxes as well as changes in the mix of our worldwide earnings, in addition to a net discrete tax benefit of $12.8 million as compared to a net discrete tax expense of $2.7 million for the nine months ended September 30, 2024. See Note 12. Income Taxes for additional information.

Current wording

Income Taxes. For the three months ended March 31, 2026, we recognized an income tax expense of $6.6 million, compared to income tax benefit of $6.8 million for the three months ended March 31, 2025. The increase of $13.4 million was primarily attributable to lower asset impairment charges and changes in the mix of our worldwide earnings, partially offset by an increase in net discrete tax benefits of $2.6 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. See Note 11. Income Taxes for additional information.

Previous wording

Revenues in our aviation segment were $4.9 billion for the three months ended September 30, 2025, a decrease of $350.3 million, or 7%, compared to the three months ended September 30, 2024. The decrease in revenue was driven by lower average prices and a decrease in volume. Average jet fuel price per gallon sold decreased by 4%. Total aviation volumes decreased by 75.5 million gallons, or 4%, to 1.8 billion gallons, driven largely by a reduction in lower margin activity.

Current wording

Revenues in our aviation segment were $5.0 billion for the three months ended March 31, 2026, an increase of $390.9 million, or 8%, compared to the three months ended March 31, 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%. Total aviation volumes decreased by 77.3 million gallons, or 5%, to 1.6 billion gallons, driven primarily by a reduction in lower margin activity.

Previous wording

Income from operations in our aviation segment for the three months ended September 30, 2025 was $77.1 million, an increase of $8.4 million, or 12%, compared to the three months ended September 30, 2024, 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 an increase in incentive compensation costs.

Current wording

Income from operations in our aviation segment for the three months ended March 31, 2026 was $57.6 million, an increase of $1.5 million, or 3%, compared to the three months ended March 31, 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 increased costs associated with the Universal TSS acquisition during the fourth quarter of 2025, as well as a higher allowance for credit losses as a result of increased accounts receivable exposure driven by elevated jet fuel prices during the first quarter of 2026.

Previous wording

Revenues in our land segment were $2.5 billion for the three months ended September 30, 2025, a decrease of $616.0 million, or 20%, compared to the three months ended September 30, 2024. The decrease in revenue was driven by lower average fuel prices and a decrease in volume. Average fuel prices decreased by 13%. Total volumes decreased by 113.1 million, or 8%, to 1.4 billion gallons or gallon equivalents, primarily attributable to the sale of Watson Fuels and our fuel business in Brazil.

Current wording

Revenues in our land segment were $2.6 billion for the three months ended March 31, 2026, a decrease of $289.4 million, or 10%, compared to the three months ended March 31, 2025. The decrease in revenue was principally driven by a decrease in volume. Total volumes decreased by 137.1 million, or 9%, to 1.4 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.

Previous wording

Revenues in our marine segment were $2.0 billion for the three months ended September 30, 2025, a decrease of $132.8 million, or 6%, compared to the three months ended September 30, 2024. The decrease in revenue was driven by lower average fuel prices, partially offset by an increase in volume. The average price per metric ton of bunker fuel sold decreased by 9%. Total volumes increased by 0.1 million metric tons, or 3%, to 4.1 million.

Current wording

Revenues in our marine segment were $2.1 billion for the three months ended March 31, 2026, an increase of $131.0 million, or 7%, compared to the three months ended March 31, 2025. The increase in revenue was driven by higher average fuel prices and an increase in volume. The average price per metric ton of bunker fuel sold increased by 3%. Total volumes increased by 0.1 million metric tons, or 4%, to 3.9 million, largely due to the lower demand seen during the three months ended March 31, 2025 as a result of market uncertainty with respect to international trade.

Previous wording

Marine segment gross profit for the three months ended September 30, 2025 was $25.5 million, a decrease of $11.7 million, or 32%, principally due to lower bunker fuel prices and further reduced market volatility, as well as a lower profit contribution from certain physical locations.

Current wording

Marine segment gross profit for the three months ended March 31, 2026 was $66.4 million, an increase of $30.7 million, or 86%, primarily attributable to a higher profit contribution from our core resale business, driven by increased bunker fuel prices and elevated market price volatility, as well as from certain physical locations.

Previous wording

Liquidity to fund working capital, as well as make strategic investments to further our growth strategy, is a significant priority for us. Our views concerning liquidity are based on currently available information and if circumstances change significantly, the future availability of trade credit or other sources of financing may be reduced, and our liquidity would be adversely affected accordingly.

Current wording

Liquidity to fund working capital, as well as make strategic investments, is a significant priority for us. Our views concerning liquidity are based on currently available information and if circumstances change significantly, the future availability of trade credit or other sources of financing may be reduced, and our liquidity would be adversely affected accordingly.

Previous wording

Convertible Notes. On June 26, 2023, we issued $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, beginning on January 1, 2024. The initial conversion rate was 35.1710 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $28.43 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. See Note 8. Debt, Interest Income, Expense, and Other Finance Costs for additional information.

Current wording

Convertible Notes. As of March 31, 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.

Previous wording

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.

Current wording

Credit Agreement. The Credit Agreement matures in November 2030 and provides for a term loan as well as the Credit Facility of up to $1.65 billion. 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.

Previous wording

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.

Current wording

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. See Note 3. Accounts Receivable for additional information.

Previous wording

Cash is primarily used to fund working capital to support our operations as well as for strategic acquisitions and investments. With the exception of the TSS Acquisition discussed below, there were no material changes in our expected future uses of liquidity from December 31, 2024 to September 30, 2025. 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 2024 10-K Report.

Current wording

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 March 31, 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.

Previous wording

The following table reflects the major categories of cash flows for the nine months ended September 30, 2025 and 2024 (in millions). For additional details, please see the unaudited Condensed Consolidated Statements of Cash Flows in this Quarterly Report on Form 10-Q.

Current wording

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

Previous wording

Operating Activities. For the nine months ended September 30, 2025, net cash provided by operating activities was $258.7 million, compared to $139.6 million net cash provided during the nine months ended September 30, 2024. The $119.1 million increase in operating cash flows was principally due to increased cash provided by our accounts payable and accounts receivable, inclusive of cash provided by our RPA activity, driven by the declining price environment during the nine months ended September 30, 2025, as well as cash provided by the collection of transaction tax refunds during the nine months ended September 30, 2025. These increased cash flows were partially offset by cash used in our derivative activities, driven by increased collateral requirements, and income tax payments.

Current wording

Operating Activities. For the three months ended March 31, 2026, net cash used in operating activities was $46.4 million, compared to $114.4 million net cash provided during the three months ended March 31, 2025. The $160.8 million decrease in operating cash flows was principally due to an increase in cash used for inventory and in our derivative activities, driven by the increasing price environment during the three months ended March 31, 2026, partially offset by an increase in net cash provided by accounts payable and accounts receivable attributable to the the Watson Fuels sale and other divestitures and business exits.

Previous wording

Investing Activities. For the nine months ended September 30, 2025, net cash used in investing activities was $4.8 million, compared to net cash provided of $98.9 million during the nine months ended September 30, 2024. The net cash used in investing activities for the nine months ended September 30, 2025 was primarily driven by capital expenditures of $44.2 million and asset acquisitions of $13.3 million, partially offset by $23.4 million net proceeds from the Watson Sale and $27.1 million of cash received from the net repayment of notes receivable. Net cash provided by investing activities for the nine months ended September 30, 2024 was primarily driven by net proceeds of $200.1 million from the Avinode sale, as discussed in Note 3. Acquisitions and Divestitures, partially offset by capital expenditures of $50.3 million and the issuance of notes receivable of $47.9 million.

Current wording

Investing Activities. For the three months ended March 31, 2026, net cash used in investing activities was $11.6 million, compared to net cash used of $5.8 million during the three months ended March 31, 2025. The net cash used in investing activities for the three months ended March 31, 2026 was primarily driven by capital expenditures of $13.8 million. Net cash used in investing activities for the three months ended March 31, 2025 was primarily driven by capital expenditures of $15.2 million, partially offset by $9.3 million of cash received from the net repayment of notes receivable.

Previous wording

Financing Activities. For the nine months ended September 30, 2025, net cash used in financing activities was $163.7 million compared to net cash used of $162.6 million for the nine months ended September 30, 2024. The net cash used in financing activities for the nine months ended September 30, 2025 was principally attributable to net repayments of debt of $80.7 million driven by the repayment of secured borrowings associated with the transfer of transaction taxes as well as net repayments under our Credit Facility, repurchases of common stock of $45.0 million, and dividend payments of $30.3 million. Net cash used in financing activities for the nine months ended September 30, 2024 was primarily attributable to repurchases of common stock of $57.4 million, payments of deferred consideration related to prior acquisitions of $51.3 million, dividend payments of $28.6 million, and net repayments under our Credit Facility of $15.6 million.

Current wording

Financing Activities. For the three months ended March 31, 2026, net cash provided by financing activities was $15.4 million compared to net cash used of $32.4 million for the three months ended March 31, 2025. The net cash provided by financing activities for the three months ended March 31, 2026 was principally attributable to net borrowings under our Credit Facility of $102.8 million, partially offset by repurchases of common stock of $75.0 million and dividend payments of $10.7 million. Net cash used in financing activities for the three months ended March 31, 2025 was primarily attributable to repurchases of common stock of $10.0 million, dividend payments of $9.7 million, and net repayments under our Credit Facility of $6.3 million.
Rearranged previous paragraphs (9)

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

Aligned with these efforts, during the first quarter of 2025, we began the 2025 Restructuring Plan, a company-wide transformation 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. As a result, we recognized restructuring charges of $15.0 million during the three months ended March 31, 2025, composed principally of severance costs that could result in approximately $30 million in annualized compensation related savings.

Previous report — wording carried elsewhere

Income Taxes. For the three months ended September 30, 2025, we recognized an income tax expense of $10.7 million, compared to income tax expense of $14.6 million for the three months ended September 30, 2024. The decrease of $4.0 million was primarily attributable to changes in the discrete tax expense. See Note 12. Income Taxes for additional information.

Previous report — wording carried elsewhere

The following provides a summary of our consolidated results of operations for the periods indicated (in millions, except per share amounts):

Previous report — wording carried elsewhere

The following provides a summary of our aviation segment results of operations for the periods indicated (in millions, except price per gallon):

Previous report — wording carried elsewhere

The following provides a summary of our land segment results of operations for the periods indicated (in millions, except price per gallon):

Previous report — wording carried elsewhere

(1)Includes gallons and gallon equivalents of British Thermal Units (BTU) for our natural gas sales and Kilowatt Hours (kWh) for our power business.

Previous report — wording carried elsewhere

The following provides a summary of our marine segment results of operations for the periods indicated (in millions, except price per metric ton):

Previous report — wording carried elsewhere

See Note 2. Accounts Receivable for additional information.