What changed in this filing

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Item 1A. Risk Factors

2026-02-25 compared with 2025-02-28 · 76 added, 35 removed, 385 unchanged (22% of the section changed)

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Additional risks not currently known to us or that we currently deem immaterial may also adversely affect us.

These disclosures reflect the Company’s beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future.

Any references to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.

OPERATING RISKS

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While prices for refined products are influenced by the price of crude oil, the constantly changing margin between the price we pay for crude oil and other refinery feedstocks and the prices we receive for refined products, the crack spread, also fluctuates significantly.

The prices we pay and prices we receive depend on numerous factors beyond our control, including the global supply and demand for crude oil, gasoline, and other refined products, which are subject to, among other things:

The prices we pay and prices we receive depend on numerous factors beyond our control, including the global supply and demand for crude oil and renewable feedstocks, as well as gasoline and other conventional and renewable refined products, which are subject to, among other things:

• changes in the global economy and the level of foreign and domestic production of crude oil and refined products;

• availability of crude oil and refined products and the infrastructure to transport crude oil and refined products;

• availability of conventional and renewable feedstocks and refined products and the infrastructure to transport them;

• local factors, including market conditions, the level of operations of other refineries in our markets, and the volume and price of refined products imported;

• threatened or actual terrorist incidents (including cyber attacks), acts of war, and other global political conditions;

• changes in U.S.

trade policy and the impact of tariffs;

• changes in the availability or cost of maritime shipping;

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• government regulations or mandated production curtailments or limitations;

• changes in the price or availability of certain environmental compliance credits;

• weather conditions, hurricanes, or other natural disasters.

These actions could result in an increase in the price we pay for crude oil, which may result in a decrease in the expected earnings and cash flows generated by our refining business.

These actions could result in an increase in the price we pay for crude oil and renewable feedstocks, which may result in a decrease in the expected earnings and cash flows generated by our refining business.

Periods of elevated renewable feedstock costs combined with declining renewable product or environmental credit prices may materially compress renewable margins and adversely affect our renewable operations.

In addition, we purchase our refinery feedstocks before manufacturing and selling the refined products.

Price level changes during the periods between purchasing and selling these refined products could also have a material adverse effect on our business, financial condition, and results of operations.

We similarly procure renewable feedstocks prior to processing and sale of renewable fuels, and fluctuations in environmental credit prices during these periods may increase earnings volatility.

Instability in the global economic and political environment can lead to volatility in the cost and availability of crude oil and prices for refined products, which could adversely impact our results of operations.

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Any such events may limit or disrupt markets, which could negatively impact our ability to access global crude oil commodity flows or sell our refined products.

Geopolitical conflicts, including the conflict between Russia and Ukraine, could increase the cost of our crude oil feedstocks and affect the demand for our products.

Geopolitical conflicts, including the Russia-Ukraine war, could increase the cost of our crude oil feedstocks and affect the demand for our products.

In February 2022, following Russia’s invasion of Ukraine, the U.S.

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or other countries, and any retaliatory measures by Russia in response, such as restrictions on energy supplies from Russia, may increase our costs, reduce our sales and earnings, or otherwise have an adverse effect on our operations.

Additionally, conflicts like Russia’s invasion of Ukraine and recent attacks on shipping in the Red Sea may exacerbate inflationary pressures, including with respect to commodity prices and energy costs, and disrupt global supply chains.

Additionally, geopolitical conflicts like the Russia-Ukraine war, the Israel-Palestine conflict, the political activity in Venezuela, Houthi-related disruptions in the Red Sea, and tensions involving Iran and the Strait of Hormuz may exacerbate inflationary pressures, including with respect to commodity prices and energy costs, and disrupt global supply chains.

Rapid and significant changes in commodity costs may increase the cost of our crude oil feedstocks and affect the demand for our products.

Changes in U.S.

trade policy and the impact of tariffs may have a material adverse effect on our business, results of operations, and financial condition.

Our business may be adversely affected by uncertainty and changes in U.S.

trade policies.

For example, effective August 1, 2025, the U.S.

adopted new and increased tariffs on countries and specific goods, subject to evolving exemptions.

In October 2025, the U.S.

government announced a series of new and expanded tariffs on imports from China and other countries, including a 100% tariff on certain categories of goods and increased duties.

On November 1, 2025, the U.S.

government announced a deal with China that retained heightened reciprocal tariffs and suspended (retaining a 10% baseline) and reduced certain China-specific tariffs, effective November 10, 2025.

Separately, previously announced tariffs on imports from other countries went into effect on November 1, 2025.

Our business requires access to crude oil and other feedstocks to refine conventional and renewable fuels.

Any imposition of, or increase in, tariffs on imports of feedstocks or other materials could increase our production costs and the cost to maintain our assets.

To the extent we are unable to pass these cost increases on to our customers, such cost increases could adversely affect our business, results of operations, and financial condition.

Tariffs or other trade restrictions may also lead to continuing uncertainty and volatility in U.S.

and global financial and economic conditions and commodity markets, increased inflation, diminished economic expectations, and reduced demand for our products.

While the impact of these factors is difficult to predict, any one or more of these factors could have a material adverse impact on our business, results of operations, and financial condition.

Many of our refined products could cause serious injury or death if mishandled or misused by us or our purchasers, or if defects occur during manufacturing.

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If any of these events occur, or is found to have previously occurred, we could be liable for costs and penalties associated with their remediation under federal, state, and local environmental laws or common law, and could be liable for property damage to third parties caused by contamination from releases and spills.

The penalties and clean-up costs that we may have to pay for releases or the amounts that we may have to pay to third parties for damages to their property could be significant and have a material adverse effect on our business, financial condition, or results of operations.

penalties and clean-up costs that we may have to pay for releases or the amounts that we may have to pay to third parties for damages to their property could be significant and have a material adverse effect on our business, financial condition, or results of operations.

Our operations, including the operation of underground storage tanks, are also subject to the risk of environmental litigation and investigations which could affect our results of operations.

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The occurrence of an event that is not fully covered by insurance or failure by one or more insurers to honor its coverage commitments for an insured event could have a material adverse effect on our business, financial condition, and results of operations.

We are subject to interruptions of supply and increased costs as a result of our reliance on third-party transportation of crude oil and refined products to and from our refineries.

Our refineries receive and transport crude oil and refined products via tankers, barges, pipelines, and railcars.

We are subject to interruptions of supply and increased costs as a result of our reliance on third-party transportation of conventional and renewable feedstocks and refined products to and from our refineries.

Our refineries receive and transport conventional and renewable feedstocks and refined products via tankers, barges, pipelines, and railcars.

In addition to environmental risks, we could experience an interruption of supply or an increased cost to deliver refined products to market if such transportation is disrupted because of adverse weather, accidents, governmental regulation or sanctions, or third-party action.

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However, security measures for information systems cannot be guaranteed to be failsafe.

Our systems and procedures for protecting against such attacks and mitigating such risks may prove to be insufficient in the future and such attacks could have an adverse impact on our business and operations, including damage to our reputation and competitiveness, remediation costs, litigation, or regulatory.

Our systems and procedures for

protecting against such attacks and mitigating such risks may prove to be insufficient in the future and such attacks could have an adverse impact on our business and operations, including damage to our reputation and competitiveness, remediation costs, litigation, or regulatory.

Any compromise of our data security or our inability to use or access these information systems at critical points in time could unfavorably impact the timely and efficient operation of our business and subject us to additional costs and liabilities, which could adversely affect our business, financial condition, and results of operations.

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Requiring reductions in our GHG emissions and increased use of renewable fuels which can be supplied by producers and marketers in other industries that supply alternative forms of energy and fuels to satisfy the requirements of our industrial, commercial, and individual customers could also decrease the demand for our refined products, and could have a material adverse impact on our business, financial condition, and results of operations.

Additionally, legislation designed to protect animal and plant species, such as the Magnuson amendment to the Marine Mammal Protection Act, may limit or restrict our ability to construct or expand new oil terminals and oil-by-rail infrastructure in the state of Washington, which could have a material impact on our business, financial condition, and results of operations.

in the state of Washington, which could have a material impact on our business, financial condition, and results of operations.

Finally, federal and state regulations requiring additional GHG-related disclosures could significantly increase our regulatory compliance costs.

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To the extent fewer waivers are granted in the future or the RVO is increased, the demand for and the price of RINs would likely also increase, and our results of operations and cash flows could be adversely affected.

In addition, the EPA is considering changes to the existing RFS program regulations and other regulatory

initiatives under the RFS program that could impact future standards.

In addition, the EPA is considering changes to the existing RFS program regulations and other regulatory initiatives under the RFS program that could impact future standards.

Although uncertain, any of these events may cause the price of RINs to rise and result in additional costs in connection with RFS compliance.

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However, if this belief proves incorrect and the RINs that we purchase are not valid or in compliance with applicable RFS requirements, our financial condition and cash flows may be adversely affected.

In addition, renewable diesel and other renewable fuel prices are influenced by petroleum fuel prices, renewable fuel production levels and environmental credit markets, which may experience significant volatility.

Sustained declines in renewable product or credit prices could adversely affect the profitability of our renewable operations.

Several states, including Washington and Hawaii, have pursued or are considering initiatives designed to reduce the carbon intensity of the transportation sector by encouraging increased use of renewable fuels or electric vehicles or by requiring reductions in transportation fuel-related GHG emissions in the state.

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We monitor for GHG emissions at our refineries and believe we are in substantial compliance with the applicable GHG reporting requirements.

Certain of the third-party drilling and production entities in which we hold a working interest also may be subject

to reporting of GHG emissions in the U.S.

Certain of the third-party drilling and production entities in which we hold a working interest also may be subject to reporting of GHG emissions in the U.S.

These EPA policies and rulemakings could adversely affect our operations and restrict or delay our ability to obtain air permits for new or modified facilities.

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Investigative work by Wyoming Refining and negotiations with the relevant agencies as to remedial approaches remain ongoing on a number of aspects of the contamination, meaning that investigation, monitoring, and remediation costs are not reasonably estimable for some elements of these efforts.

December 31, 2024, we have accrued $13.1 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder to be incurred over approximately 30 years.

Additionally, we believe the Wyoming refinery will need to modify or close a series of wastewater impoundments in the next several years and to replace those impoundments with a new wastewater treatment system.

Based on current information, reasonable estimates we have received suggest costs of approximately $11.6 million to design and construct a new wastewater treatment system.

As of December 31, 2025, we have accrued $15.8 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder to be incurred over approximately 25 years.

Additionally, we believe the Wyoming refinery will need to modify or close a series of wastewater impoundments in the next several years, which will include remediation of soil in the impoundments to increase capacity and bring them to a usable state.

Based on current information, reasonable estimates we have received suggest costs of approximately $11.6 million to complete these projects.

We also assumed certain environmental liabilities associated with the Billings Acquisition, including costs related to hazardous waste corrective measures, and ground and surface water sampling and monitoring.

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In addition, certain states have also adopted regulations similar to existing PHMSA regulations for intrastate gathering and transmission lines.

These requirements could require us to install new or modified safety controls, pursue additional capital projects, or conduct maintenance programs on an accelerated basis, any or all of which tasks could result in us incurring increased operating costs that could be significant and have a material adverse effect on our financial position or results of operations.

increased operating costs that could be significant and have a material adverse effect on our financial position or results of operations.

Additionally, we are subject to periodic inspection and audit regarding these requirements.

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For more information, please read “Note 19—Commitments and Contingencies” to our consolidated financial statements under Item 8 of this Form 10-K .

Tariffs may adversely affect our financial condition, results of operations, and cash flows.

President Trump has threatened to implement tariffs on certain foreign goods, such as crude oil from Canada.

Tariffs against Canadian crude oil would increase our input costs, resulting in higher production costs and lower gross margins, and could make our products less competitive and reduce consumer demand.

Any such tariffs or, if enacted, any further executive or legislative action that affects trade, including retaliatory tariffs, could subject us to additional risks.

We cannot predict whether, or to what extent, tariff or other trade protections may affect our financial condition, results of operations, or cash flows.

Additionally, our renewable fuels operations may be eligible for certain federal or state tax credits or incentives, and any modification, reduction, or elimination of such credits, or changes in their availability, could adversely affect or results of operations and cash flows.

BUSINESS RISKS

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The retail market is diverse and highly competitive.

Aggressive competition and the development of alternative fuels could adversely impact our business.

We face strong competition in the market for the sale of retail gasoline, diesel fuel, and merchandise.

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Because these oil companies benefit from increased commodity prices, have greater access to capital, and have stronger capital structures, they are able to better withstand poor and volatile market conditions, such as a lower refining margin environment, shortages of crude oil and other feedstocks, or extreme price fluctuations.

Additionally, non-traditional retailers such as supermarkets, club stores, and mass merchants are also in the retail business, and these non-traditional gasoline retailers have obtained a significant share of the transportation fuels market.

Non-traditional retailers such as supermarkets, club stores, and mass merchants are also in the retail business, and these non-traditional gasoline retailers have obtained a significant share of the transportation fuels market.

These retailers may use integration of operations, greater financial resources, promotional pricing or discounts, or other advantages to withstand volatile market conditions or levels of no or low profitability.

The development of alternative and competing fuels in the retail market could also adversely impact our business.

Increased competition from these alternatives as a result of governmental regulations, technological advances, and consumer demand could have an impact on pricing and demand for our products and our profitability.

The development of alternative and competing products could adversely impact our business.

The development of alternative and competing products, including a switch to fuels such as liquified natural gas for power generation, could adversely impact our business.

Increased competition from these alternatives as a result of governmental regulations, technological advances, and consumer demand could have an impact on demand for our products and could change the way in which we operate our assets.

If we are unable to obtain crude oil supplies for our refineries without the benefit of our Inventory Intermediation Agreement and ABL Credit Facility, the capital required to finance our crude oil supply could negatively impact our liquidity.

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The Inventory Intermediation Agreement expose us to counterparty credit and performance risk.

We have the Inventory Intermediation Agreement with Citi, pursuant to which Citi will purchase and deliver crude oil to our Hawaii refinery.

We have the Inventory Intermediation Agreement with Citigroup Energy Inc.

(“Citi”), pursuant to which Citi will purchase and deliver crude oil to our Hawaii refinery.

Upon termination of the Inventory Intermediation Agreement, we are obligated to repurchase all crude oil inventories then owned by Citi.

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During 2018, the Internal Revenue Service (“IRS”) completed an audit of our tax returns for the tax years ending 2014 through 2016, which included those returns for the years in which the losses giving rise to the NOLs were reported.

Although the IRS made no challenge of the availability of our NOLs during this audit, we cannot assure you that we would prevail if the IRS were to challenge the availability of the NOLs in the event of future audits.

Although the IRS made no challenge of

the availability of our NOLs during this audit, we cannot assure you that we would prevail if the IRS were to challenge the availability of the NOLs in the event of future audits.

If the IRS were successful in challenging our NOLs, all or some portion of the NOLs would not be available to offset any future consolidated income, which would negatively impact our results of operations and cash flows.

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We could be liable for unknown obligations relating to acquisitions for which indemnification is not available, which could materially adversely affect our business, results of operations, and cash flows.

Our renewable fuels manufacturing facility co-located with our Hawaii refinery (the “Renewable Fuels Facility”) may not commence operations when we expect, or at all, and, if completed, we may not be able to successfully integrate the Renewable Fuels Facility into our business or realize the anticipated benefits of this investment.

On October 21, 2025, we established a joint venture with Alohi Renewable Energy LLC (“Alohi”), for the development, construction, ownership, and operation of the Renewable Fuels Facility.

There can be no assurance that we will complete the Renewable Fuels Facility on the timeframe that we anticipate, or at all.

Failure to complete the Renewable Fuels Facility or any delays in completing it could have an adverse impact on our future business and operations.

In addition, we will have incurred significant capital and investment-related expenses without realizing all of the expected benefits.

Additionally, if the Renewable Fuels Facility is completed, we will have certain obligations and liabilities to the joint venture, as a subsidiary of the Company will serve as the construction manager, operator and provider of services.

Further, the joint venture will be operated as a separate entity, and we will not fully control its operations.

There can be no assurance that we will realize the anticipated benefits and operating synergies of the Renewable Fuels Facility or the joint venture.

Our estimates regarding the earnings, operating cash flow, capital expenditures, and liabilities resulting from this investment may prove to be incorrect.

This project involves risks, including:

• diversion of management time and attention from our existing business;

• reliance on our joint venture partner and its financial condition;

• risk that our joint venture partner does not always share our goals and objectives;

• certain obligations that we have to fund capital expenditures relating to the Renewable Fuels Facility.

A substantial portion of our refining workforce is unionized and we may face labor disruptions that would interfere with our operations.

As of December 31, 2024, we employed 1,787 people, 403 of whom are covered by collective bargaining agreements.

At our Hawaii, Washington, and Montana refineries, all 403 employees covered by collective bargaining agreements are represented by the USW with collective bargaining agreements effective through January 31, 2026.

We also employ three employees in Montana in our Rocky Mountain Pipeline & Terminals business that are represented by the Rocky Mountain Union (“RMU”) with a collective bargaining agreement effective through October 1, 2025.

As of December 31, 2025, we employed a total of 1,758 employees.

Of this total, 395 employees, representing approximately 22% of our workforce, were employed at our Hawaii, Washington, and Montana refineries and were represented

by the United Steelworkers Union under collective bargaining agreements that expired January 31, 2026, and are currently subject to 24-hour extension periods while the parties continue their negotiations.

In addition, three employees in our Mainland Logistics business in Montana were represented by the Rocky Mountain Union under an agreement effective through October 1, 2026.

However, we may not be able to prevent a strike or work stoppage in the future and any such work stoppage could cause disruptions in our business and have a material adverse effect on our business, financial condition, results of operations, and cash flows.

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This volatility may affect the price at which you could sell your common stock.

The market price for our common stock has varied between a high of $40.34 on February 26, 2024, and a low of $15.09 on December 20, 2024, during the year ended December 31, 2024.

The market price for our common stock has varied between a high of $47.20 on December 1, 2025, and a low of $12.23 on April 15, 2025, during the year ended December 31, 2025.

This volatility may affect the price at which you could sell your common stock.

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The ability of our board of directors or a committee thereof to create and issue a new series of preferred stock and certain provisions of Delaware law and our certificate of incorporation and bylaws could impede a merger, takeover, or other business combination involving us or discourage a potential acquirer from making a tender offer for our common stock, which, under certain circumstances, could reduce the market price of our common stock.

Based on Schedule 13G filed on February 5, 2025, Blackrock, Inc., together with its affiliates, owns or had the right to acquire approximately 17.1% of our outstanding common stock.

Based on Schedule 13G filed on April 30, 2025, Blackrock, Inc., together with its affiliates, owns or had the right to acquire approximately 13.8% of our outstanding common stock.

Based on Schedule 13G filed on November 5, 2025, The Vanguard Group, together with its affiliates, owns or had the right to acquire approximately 10.3% of our outstanding common stock.

This level of ownership of shares of our common stock could have the effect of discouraging or impeding an unsolicited acquisition proposal.

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There have been efforts in recent years aimed at the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities, and other groups, to promote the divestment of shares of energy companies, as well as to pressure lenders and other financial services companies to limit or curtail activities with energy companies.

As a result, some financial intermediaries, investors, and other capital markets participants have reduced or ceased lending to, or investing in, companies that operate in industries with higher perceived environmental exposure, such as the energy industry.

result, some financial intermediaries, investors, and other capital markets participants have reduced or ceased lending to, or investing in, companies that operate in industries with higher perceived environmental exposure, such as the energy industry.

If divestment efforts are continued, the price of our common stock or debt securities, and our ability to access capital markets or to otherwise obtain new investment or financing, may be negatively impacted.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors