During the fourth quarter of 2025, management committed to and initiated actions to execute a plan to exit certain operations within the land segment that are no longer profitable or not aligned with the Company's core business and corporate strategy. These exit plans include certain assets and liabilities within the land segment (the "Land Fuel Transportation and Lubricants disposal group") that are expected to be sold within the following year. The disposal group does not meet the criteria to be reported as a discontinued operation, however the assets and liabilities within the disposal group met the criteria to be classified as held for sale as of December 31, 2025.

The Land Fuel Transportation and Lubricants disposal group assets were assessed for impairment under the held for sale impairment model during the fourth quarter of 2025. As a result, impairment charges totaling $85.1 million were recognized to reduce the carrying amount of the disposal group to its estimated fair value less costs to sell. The total impairment charge included approximately $35.3 million of goodwill that was allocated to the Land Fuel Transportation and Lubricants disposal group, as well as $49.7 million related to the long-lived assets included within the disposal group. The remaining carrying value of disposal group assets and liabilities have been reclassified to Other current assets and Accrued expenses and other current liabilities, respectively, within our Condensed Consolidated Balance Sheet.

In February 2026, we executed definitive agreements to sell the majority of the Land Fuel Transportation and Lubricants disposal group for total cash proceeds of approximately $80.0 million, subject to inventory and other adjustments. Closing of the transaction is subject to customary closing conditions and is expected to be completed during the second quarter of 2026. We do not expect to recognize a material gain or loss on sale upon closing of the transaction, as the carrying value of the disposal group reflects its estimated fair value less costs to sell.

Also during the fourth quarter of 2025, the Company decided to significantly reduce trading activity at the Falmouth terminal and actively pursue a sale of the terminal and related assets. The Falmouth disposal group has historically been reported within the marine segment. The Falmouth disposal group does not meet the criteria to be reported as a discontinued operation, however the assets and liabilities within the disposal group met the criteria to be classified as held for sale as of December 31, 2025.

The Falmouth disposal group assets were assessed for impairment under the held for sale impairment model during the fourth quarter of 2025. As a result, an impairment charge of $3.3 million was recognized to reduce the carrying amount of the Falmouth terminal land within the disposal group to its estimated fair value less costs to sell. The remaining carrying value of disposal group assets and liabilities have been reclassified to Other current assets and Accrued expenses and other current liabilities, respectively, within our Condensed Consolidated Balance Sheet.


	March 31, 2026		December 31, 2025
Cash and cash equivalents	$	0.2	$	0.6
Accounts receivable, net	0.2		0.2
Inventories	38.5		35.9
Prepaid expenses and other current assets	0.2		0.3
Property and equipment, net	47.3		51.1
Intangible assets, net	8.5		8.5
Other non-current assets	11.7		11.7
Total assets held for sale	$	106.5	$	108.2

Accounts payable	$	0.2	$	0.3
Accrued expenses and other liabilities	4.6		4.8
Long-term portion of finance lease obligations	4.6		5.2
Other long-term liabilities	17.4		18.1
Total liabilities held for sale	$	26.8	$	28.3

On September 3, 2025, we entered into a definitive agreement with Universal Weather and Aviation to acquire their Trip Support Services division ("Universal TSS"). The acquisition closed on November 5, 2025 for total estimated consideration of $207.0 million, subject to customary adjustments relating to net working capital. At closing, $154.4 million was paid in cash and $60.0 million remains payable over the next four years. During the first quarter of 2026, the net working capital adjustments were updated and additional consideration of $8.3 million was paid to the seller.

The acquisition was accounted for as a business combination and is reported in the aviation segment. We are in the process of obtaining information to identify and measure all assets acquired and liabilities assumed. These estimates, along with any related tax impacts, are subject to change during the measurement period, which is up to one year from the acquisition date. The following preliminary purchase price allocation was estimated based on the information obtained to date and is expected to be completed in 2026. During the three months ended March 31, 2026, the purchase price allocation was adjusted as shown in the table below. These adjustments have been retrospectively reflected as of the acquisition date.

The following table summarizes the estimated fair value of the aggregate consideration as well as the preliminary allocation of the purchase price to the fair value of the assets acquired and liabilities assumed as recorded in the fourth quarter of 2025 and as adjusted in the first quarter of 2026 (in millions):


	Preliminary		Adjustments		As Adjusted
Consideration:
Cash paid at closing	$	154.4	$	—	$	154.4
Working capital adjustment paid to seller	—		8.3		8.3
Amount due to sellers (1)	52.6		—		52.6
Total fair value of consideration	$	207.0	$	8.3	$	215.4

Assets acquired and liabilities assumed:
Cash	$	0.8	$	(0.6)	$	0.2
Accounts receivable	19.6		15.7		35.2
Prepaid expenses and other current assets	0.5		(0.3)		0.2
Property, plant and equipment	0.3		—		0.3
Identifiable intangible assets subject to amortization (2)	87.5		1.1		88.6
Identifiable intangible assets not subject to amortization (3)	23.1		0.3		23.4
Accounts payable	(1.6)		(10.7)		(12.3)
Other assets and liabilities, net (4)	(4.4)		0.6		(3.8)
Net identifiable assets acquired	125.8		6.1		131.9
Goodwill (5)	81.3		2.2		83.5
Net assets acquired	$	207.0	$	8.3	$	215.4

(5)Goodwill is attributable primarily to the expected synergies and other benefits that we believe will result from combining the acquired operations with the operations of our aviation segment. All of the goodwill assigned to the aviation segment was deductible for tax purposes.

The unaudited pro forma combined financial information was based on the historical financial information of Universal TSS and includes (i) incremental amortization expense to be incurred based on the fair values of the identifiable intangible assets acquired; (ii) additional interest expense associated with the incremental borrowings under our Credit Facility (as defined below) to finance the acquisition and the accretion of the discount on the present value of future payments; (iii) nonrecurring transaction costs recognized in connection with the transaction; and (iv) the tax effect of the pro forma adjustments as well as the recognition of income tax expense associated with Universal TSS' historical statements, calculated using statutory tax rates, as Universal TSS was comprised of limited liability companies not subject to federal and state income taxes prior to the acquisition. The unaudited pro forma combined financial information does not necessarily reflect what the combined company's financial condition or results of operations would have been had the transaction and the related financing occurred on the dates

indicated. The unaudited pro forma financial information also may not be useful in predicting the future financial condition and results of operations of the combined company following the transaction. In addition, the unaudited pro forma combined financial information does not give effect to any cost savings, operating synergies or revenue synergies that may result from the transaction, or the costs to achieve any such synergies.

On April 9, 2025, we signed and closed on the sale of WFL (UK) Ltd., which represents our U.K. land fuels business (the "Watson Fuels disposal group"), for total proceeds of $42.8 million, of which $23.6 million was collected in cash at closing (the "Watson Fuels sale"). As discussed in Note 5. Fair Value Measurements, during the first quarter of 2025, we recognized an asset impairment charge of $44.5 million with respect to the Watson Fuels asset group assets. The Watson Fuels sale resulted in a pre-tax loss of $81.7 million, net of costs to sell and after the reclassification of cumulative translation losses of $55.1 million, that is included in Other income (expense), net within our Condensed Consolidated Statements of Income and Comprehensive Income for the second quarter of 2025. The related tax benefit of $6.3 million is included within Income tax expense (benefit) within our Condensed Consolidated Statements of Income and Comprehensive Income. Prior to the Watson Fuels sale, the Watson Fuels asset group was reported within our land segment. The Watson Fuels sale did not meet the criteria to be reported as a discontinued operation.