Summary of Significant Accounting Policies	9 Months Ended
Sep. 30, 2025
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Reclassifications Certain amounts in the prior years’ unaudited condensed consolidated financial statements have been reclassified to conform to the current year presentation. Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents and restricted cash include all highly liquid investments with a maturity of three months or less at the time of purchase. Restricted cash as of September 30, 2025 represents cash that is restricted under the Department of Energy Loan Guarantee Agreement (the “DOE Loan”) because it is only available to make certain investments under the terms of the DOE Loan. Restricted cash as of December 31, 2024 represented cash that was restricted under the Montana Renewables, LLC (“MRL”) Term Loan Credit Agreement because it was only available to make principal and interest payments under the terms of the agreement. Renewable Identification Numbers (“RINs”) Obligation The Company’s RINs volume obligation (“RVO” or “RINs Obligation”) is an estimated provision if future purchase of RINs were to be required in order to satisfy the U.S. Environmental Protection Agency’s (“EPA”) requirement to blend renewable fuels into certain transportation fuel products pursuant to the Renewable Fuel Standard (“RFS”) of the Clean Air Act (“CAA”). The Company has historically not been obligated to make these purchases. A RIN is a 38-character number assigned to each physical gallon of renewable fuel produced in or imported into the United States. The EPA sets annual volume obligations for the percentage of renewable fuels that must be blended into transportation fuels consumed in the U.S. Compliance is demonstrated by tendering RINs to the EPA documenting that blending has been accomplished or by obtaining a Small Refinery Exemption (“SRE”) as provided in the Clean Air Act. Prior to 2018, the Company historically received the SRE. In 2022, EPA changed its approach and began denying all industry hardship petitions including the Company’s. As explained below, the D.C. Circuit found EPA’s changed approach to be unlawful. EPA has since reaffirmed its original decisions on Calumet’s 2018 hardship petitions, issued new decisions on Calumet’s 2019-2023 hardship petitions, and issued a decision on the 2024 petitions for the first time. The RVO is a quantity and cannot be settled financially with EPA. The Company accounts for its current period RVO by multiplying the quantity of RINs shortage (based on actual results) by the period end RINs spot price, which is recorded as a current liability in the unaudited condensed consolidated balance sheets and revalued at the end of each subsequent accounting period, which produces non-cash mark-to-market adjustments that are reflected in cost of sales in the unaudited condensed consolidated statements of operations. RINs generated by blending may be sold or held to offset a portion of the following year’s RVO. Any gains or losses from RINs sales are recorded in cost of sales in the unaudited condensed consolidated statements of operations. 2018 RVO. In April 2022, EPA issued blanket decisions denying 36 petitions from small refineries seeking SREs for program year 2018. EPA had previously granted 31 of these 36 petitions in August 2019, including petitions from the Company. Concurrent with the April 2022 denial action, EPA provided an alternate compliance approach to allow these 31 small refineries to meet their 2018 compliance obligations without purchasing or retiring additional RINs. In April 2022, the Company filed a petition for review of EPA’s denial of the 2018 SRE petition for the Shreveport refinery in the U.S. Court of Appeals for the Fifth Circuit. In June 2022, the Company filed a petition for review of EPA’s denial of the 2018 SRE petition for the Montana refinery in the U.S. Court of Appeals for the D.C. Circuit challenging EPA’s denials of both the Shreveport and Montana refineries’ petitions. These 2018 RVO cases were consolidated with the 2019-2020 RVO cases described below. 2019-2020 RVO. In June 2022, EPA issued final decisions denying 69 pending petitions from small refineries seeking SREs for program years 2016 to 2021, including petitions submitted by the Company for program years 2019 and 2020, based on EPA’s across-the-board determination that no small refinery suffers disproportionate economic hardship from the RFS program, a contention which was subsequently rejected by the Government Accountability Office. In August 2022, the Company filed a petition for review of EPA’s denial of the 2019 and 2020 SRE petitions for the Shreveport refinery in the U.S. Court of Appeals for the Fifth Circuit and for the Montana refinery in the U.S. Court of Appeals for the D.C. Circuit challenging both of EPA’s denials. These 2019-2020 cases were consolidated with the program year 2018 cases. In November 2023, the Fifth Circuit issued its decision and concluded that venue was proper in the Fifth Circuit and that EPA’s denial of the Shreveport refinery’s petitions for program years 2018-2020 was unlawful. The Fifth Circuit vacated EPA’s denials and remanded the petitions to EPA. In July 2024, the D.C. Circuit issued its decision and concluded that EPA’s denial of the Montana Refinery’s petitions for program years 2018-2020 was unlawful. The D.C. Circuit vacated EPA’s denial and remanded the petitions to EPA. EPA filed a petition for writ of certiorari with the U.S. Supreme Court with respect to only the venue portion of the Fifth Circuit’s decision. On June 18, 2025, the Supreme Court ruled that elements of EPA’s April and June 2022 denials, which included program years 2018-2020, triggered the “nationwide scope or effect” exception to regional circuit court venue in the Clean Air Act. As a result, the Supreme Court held that the D.C. Circuit is the proper venue for the challenge to EPA’s denial of the Shreveport refinery’s petitions for 2018-2020 program years. The Supreme Court vacated the Fifth Circuit’s decision and remanded the Shreveport refinery’s case to the Fifth Circuit. The Fifth Circuit transferred the case to the D.C. Circuit in accordance with the Supreme Court’s decision. We expect the D.C. Circuit to dismiss the case in light of EPA’s August 2025 decisions (described below) reaffirming its original decision on the Shreveport refinery’s 2018 hardship petition and issuing new decisions on the Shreveport refinery’s 2019-2020 hardship petitions. 2021-2022 RVO. In October 2022, Calumet applied for SREs for the 2021 and 2022 program years. In July 2023, EPA issued final decisions denying 26 pending petitions from small refineries seeking SREs for program years 2016 to 2023, including the 2021 and 2022 petitions for the Montana and Shreveport refineries, based on the same approach and analysis described by EPA in its June 2022 denials. The Company filed petitions for review of the denials with the Fifth Circuit and D.C. Circuit and filed motions asking those courts to stay the Company’s 2021 and 2022 RFS obligations. In September 2023, the Fifth Circuit granted the Company’s motion for stay of the Shreveport refinery’s 2021 and 2022 RFS obligations while the case is pending; and in October 2023, the D.C. Circuit granted the Company’s motion for stay of the Montana refinery’s 2021 and 2022 RFS obligations. The D.C. Circuit then vacated EPA’s denials of the Montana refinery’s 2021 and 2022 petitions and remanded the petitions back to EPA, following its own ruling on the 2019-2020 petitions. Due to EPA’s August 2025 decisions (described below) on the Shreveport refinery’s 2021-2022 hardship petitions, we expect the government to seek dismissal of the litigation still pending in the Fifth and. D.C. Circuits relating to the prior 2021 and 2022 denials. 2023 RVO. In December 2023, Calumet applied for SREs for the 2023 program year. In July 2024, the Company filed for injunctive relief in both the District Court of Montana and the Western District Court of Louisiana to force EPA to make a decision on those outstanding 2023 SRE petitions. The courts ruled in favor of the Company and set a deadline for EPA to act. In January 2025, EPA denied the Company’s 2023 SRE petitions. Calumet challenged the denials in the Fifth Circuit and the Ninth Circuit for Shreveport and Montana, respectively. Both courts have stayed Calumet’s 2023 RFS obligations while the challenges are pending. EPA acknowledged in writing that its January 2025 decisions on the Company’s petitions for the 2023 program year were locally applicable, so the proper venue for the Shreveport and Montana challenges is the Fifth and Ninth Circuits, respectively. 2024-2025 RVO and EPA’s August 2025 SRE Decisions. In June 2024, Calumet applied for SREs for the 2024 and 2025 program years. In August 2025, EPA issued a new round of hardship decisions, in which it reaffirmed the original grants of Calumet’s 2018 hardship petitions, issued new decisions on Calumet’s 2019-2023 hardship petitions, and decided Calumet’s 2024 petitions for the first time. For the Shreveport refinery, EPA granted full relief for the 2019-2021 program years and 50% relief for the 2022-2024 program years. For the Montana refinery, EPA granted full relief for the 2019-2022 program years and 50% relief for the 2023-2024 program years. EPA determined that Calumet is not required to retire any RINs for the years for which Calumet received full relief and must retire RINs meeting 50% of its RVO for years for which Calumet received 50% relief. EPA has not yet issued decisions on Calumet’s petitions for the 2025 program year. In September 2025, Calumet filed petitions for review in the D.C. Circuit of EPA’s decisions on the Shreveport refinery’s 2022-2024 petitions and the Montana refinery’s 2023-2024 petitions. The judicial stays previously granted by the Fifth Circuit to the Shreveport refinery for program years 2022 and 2023 and by the Ninth Circuit to the Montana refinery for program year 2023 currently remain in place. In October 2025, EPA sent a communication to Calumet that confirmed EPA does not intend to seek enforcement while Calumet’s SRE petition for a particular RVO is still pending, or while judicial review of such an exemption decision is pending. EPA indicated that if the litigation resolves in EPA’s favor, Calumet will have a reasonable time to meet any outstanding RVOs by completing the necessary RIN retirements and compliance reporting. In its communication, EPA stated that, where companies challenging SRE petition decisions have not prevailed in court, but have thereafter demonstrated compliance within a reasonable time after the compliance deadline, EPA has found no need for any additional action. In light of EPA’s communication, we have decided not to seek a judicial stay from the D.C. Circuit at this time. Expenses related to RFS compliance have the potential to remain a significant expense for the Specialty Products and Solutions and Montana/Renewables segments. If legal or regulatory changes occur that have the effect of increasing the RINs Obligation, increasing the market price of RINs, or eliminating or narrowing the availability of SREs, the Company could be required to purchase additional RINs in the open market, which may materially increase the costs related to RFS compliance and could have a material adverse effect on the results of operations and liquidity. As of September 30, 2025 and December 31, 2024, the Company had a RINs Obligation recorded on the unaudited condensed consolidated balance sheets of $133.0 million and $245.4 million, respectively. C-Corp Conversion As described in Note 1 — “Description of the Business,” on the closing date of the C-Corp Conversion, the Company issued (i) approximately 80.4 million shares of Common Stock to holders of the Common Units and (ii) 5.5 million shares of Common Stock and 2.0 million warrants to purchase common stock at an exercise price of $20.00 per share (subject to adjustment) on or prior to July 10, 2027 to the Sponsor Parties, in each case, pursuant to the Conversion Agreement. The Company accounted for the C-Corp Conversion as a common control transaction and there were no changes in basis to the net assets recognized at the closing of the transaction. Further, the C-Corp Conversion did not result in a change in the reporting entity, and as such, the transaction was accounted for on a prospective basis in the Company’s condensed consolidated financial statements. The 2.0 million warrants to purchase common stock at an exercise price of $20.00 per share (subject to adjustment) are included in Stockholders’ Equity on the condensed consolidated balance sheets with a balance of $7.8 million for the periods ended September 30, 2025 and December 31, 2024, respectively. Refer to Note 9 — “Fair Value Measurements” for additional information related to the assumptions and inputs used to determine the fair value of the warrants. Refer to Note 12 — “Income Taxes” for additional information regarding income tax considerations resulting from the C-Corp Conversion. Sale of Assets Related to Industrial Portion of Royal Purple® Business On February 28, 2025, the Company announced that it entered into a definitive agreement with a wholly owned subsidiary of Lubrication Engineers, Inc., a portfolio company of Aurora Capital Partners, to sell assets related to the industrial portion of its Royal Purple® business, for $110.0 million, subject to certain customary adjustments. The Company retained the consumer portion of the Royal Purple® business. At the closing of the transaction on March 31, 2025, the Company received cash proceeds of $95.4 million, net of $3.0 million of deferred payments, $6.5 million of working capital adjustments and $5.1 million of transaction related expenses. During the nine months ended September 30, 2025, the Company recorded a $55.8 million gain on the sale of business in the unaudited condensed consolidated statements of operations. The total consideration of $110.0 million is subject to post-closing adjustments, including working capital adjustments, deferred payments and certain continuing obligations, which may result in changes to the gain or loss on disposal. The Company has recorded the estimated consideration based on information available as of the reporting date. Final amounts will be recognized when determinable and may differ from current estimates. The Company used the sale proceeds to reduce its indebtedness. Recently Adopted Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Improvements to Reportable Segment Disclosures.” This ASU requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. Refer to Note 11 — “Segments and Related Information” for additional information related to our reportable segments, including disclosure of significant segment expenses. Recently Issued Accounting Pronouncements – Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” This ASU amends existing income tax disclosure guidance, primarily requiring more detailed disclosures for income taxes paid and the effective tax rate reconciliation. This ASU is effective for fiscal years beginning after December 15, 2024, may be applied prospectively or retrospectively, and allows for early adoption. The Company is currently evaluating the impact this update will have on its income tax disclosures in the consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses.” This ASU requires companies to disclose more detailed information about specified categories of expenses included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on our disclosures.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2025

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Reclassifications

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

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents and restricted cash include all highly liquid investments with a maturity of three months or less at the time of purchase.

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

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

Renewable Identification Numbers (“RINs”) Obligation

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

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

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

2019-2020 RVO. In June 2022, EPA issued final decisions denying 69 pending petitions from small refineries seeking SREs for program years 2016 to 2021, including petitions submitted by the Company for program years 2019 and 2020, based on EPA’s across-the-board determination that no small refinery suffers disproportionate economic hardship from the RFS program, a contention which was subsequently rejected by the Government Accountability Office. In August 2022, the Company filed a petition for review of EPA’s denial of the 2019 and 2020 SRE petitions for the Shreveport refinery in the U.S. Court of Appeals for the Fifth Circuit and for the Montana refinery in the U.S. Court of Appeals for the D.C. Circuit challenging both of EPA’s denials. These 2019-2020 cases were consolidated with the program year 2018 cases.

In November 2023, the Fifth Circuit issued its decision and concluded that venue was proper in the Fifth Circuit and that EPA’s denial of the Shreveport refinery’s petitions for program years 2018-2020 was unlawful. The Fifth Circuit vacated EPA’s denials and remanded the petitions to EPA.

In July 2024, the D.C. Circuit issued its decision and concluded that EPA’s denial of the Montana Refinery’s petitions for program years 2018-2020 was unlawful. The D.C. Circuit vacated EPA’s denial and remanded the petitions to EPA.

EPA filed a petition for writ of certiorari with the U.S. Supreme Court with respect to only the venue portion of the Fifth Circuit’s decision. On June 18, 2025, the Supreme Court ruled that elements of EPA’s April and June 2022 denials, which included program years 2018-2020, triggered the “nationwide scope or effect” exception to regional circuit court venue in the Clean Air Act. As a result, the Supreme Court held that the D.C. Circuit is the proper venue for the challenge to EPA’s denial of the Shreveport refinery’s petitions for 2018-2020 program years. The Supreme Court vacated the Fifth Circuit’s decision and remanded the Shreveport refinery’s case to the Fifth Circuit. The Fifth Circuit transferred the case to the D.C. Circuit in accordance with the Supreme Court’s decision. We expect the D.C. Circuit to dismiss the case in light of EPA’s August 2025 decisions (described below) reaffirming its original decision on the Shreveport refinery’s 2018 hardship petition and issuing new decisions on the Shreveport refinery’s 2019-2020 hardship petitions.

2021-2022 RVO. In October 2022, Calumet applied for SREs for the 2021 and 2022 program years. In July 2023, EPA issued final decisions denying 26 pending petitions from small refineries seeking SREs for program years 2016 to 2023, including the 2021 and 2022 petitions for the Montana and Shreveport refineries, based on the same approach and analysis described by EPA in its June 2022 denials. The Company filed petitions for review of the denials with the Fifth Circuit and D.C. Circuit and filed motions asking those courts to stay the Company’s 2021 and 2022 RFS obligations. In September 2023, the Fifth Circuit granted the Company’s motion for stay of the Shreveport refinery’s 2021 and 2022 RFS obligations while the case is pending; and in October 2023, the D.C. Circuit granted the Company’s motion for stay of the Montana refinery’s 2021 and 2022 RFS obligations. The D.C. Circuit then vacated EPA’s denials of the Montana refinery’s 2021 and 2022 petitions and remanded the petitions back to EPA, following its own ruling on the 2019-2020 petitions. Due to EPA’s August 2025 decisions (described below) on the Shreveport refinery’s 2021-2022 hardship petitions, we expect the government to seek dismissal of the litigation still pending in the Fifth and. D.C. Circuits relating to the prior 2021 and 2022 denials.

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

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

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

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

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

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

C-Corp Conversion

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

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

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

On February 28, 2025, the Company announced that it entered into a definitive agreement with a wholly owned subsidiary of Lubrication Engineers, Inc., a portfolio company of Aurora Capital Partners, to sell assets related to the industrial portion of its Royal Purple® business, for $110.0 million, subject to certain customary adjustments. The Company retained the consumer portion of the Royal Purple® business. At the closing of the transaction on March 31, 2025, the Company received cash proceeds of $95.4 million, net of $3.0 million of deferred payments, $6.5 million of working capital adjustments and $5.1 million of transaction related expenses. During the nine months ended September 30, 2025, the Company recorded a $55.8 million gain on the sale of business in the unaudited condensed consolidated statements of operations. The total consideration of $110.0 million is subject to post-closing adjustments, including working capital adjustments, deferred payments and certain continuing obligations, which may result in changes to the

gain or loss on disposal. The Company has recorded the estimated consideration based on information available as of the reporting date. Final amounts will be recognized when determinable and may differ from current estimates. The Company used the sale proceeds to reduce its indebtedness.

Recently Adopted Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Improvements to Reportable Segment Disclosures.” This ASU requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. Refer to Note 11 — “Segments and Related Information” for additional information related to our reportable segments, including disclosure of significant segment expenses.

Recently Issued Accounting Pronouncements – Not Yet Adopted

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

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