CaribPR Wire

Parkland shares are expected to be delisted from the Toronto Stock Exchange as of the close of markets on Tuesday, November 4, 2025, and, until such time, will continue to be traded on the Toronto Stock Exchange. The Common Units of SunocoCorp LLC (”SunocoCorp”) to be received by Parkland shareholders in connection with the Transaction will begin trading on the New York Stock Exchange on Thursday, November 6, 2025 under the ticker symbol “SUNC” following the settlement of the Parkland shares and completion of the allocation process for the SunocoCorp Common Units.¹

About Sunoco and SunocoCorp

Sunoco LP (NYSE: SUN) is a leading energy infrastructure and fuel distribution master limited partnership operating across 32 countries and territories in North America, the Greater Caribbean, and Europe. The Partnership’s midstream operations include an extensive network of approximately 14,000 miles of pipeline and over 160 terminals. This critical infrastructure complements the Partnership’s fuel distribution operations, which distribute over 15 billion gallons annually to approximately 11,000 Sunoco and partner-branded retail locations, as well as independent dealers and commercial customers. SUN’s general partner is owned by Energy Transfer LP (NYSE: ET).

SunocoCorp (NYSE: SUNC) is a publicly traded limited liability company that owns a direct limited partner interest in Sunoco LP.

SUN and SUNC are headquartered in Dallas, Texas. More information is available at www.sunocolp.com

Forward-Looking Statements

This news release may include certain statements concerning expectations for the future that are forward-looking statements or forward-looking information under applicable Canadian securities laws (collectively, “forward-looking statements”), including without limitation statements regarding the delisting of the Parkland shares from the Toronto Stock Exchange and the timing for the commencement of trading of the SunocoCorp Common Units on the New York Stock Exchange. Forward-looking statements often address future business and financial events, conditions, expectations, plans or ambitions, and often include, but are not limited to, words such as “believe,” “expect,” “may,” “will,” “should,” “could,” “would,” “anticipate,” “estimate,” “intend,” “plan,” “seek,” “see,” “target” or similar expressions, or variations or negatives of these words, but not all forward-looking statements include such words. Forward-looking statements are based upon current plans, estimates, expectations and ambitions and are subject to a variety of known and unknown risks, uncertainties, assumptions and other factors that are difficult to predict, many of which are beyond management’s control and that could cause actual results to differ materially from those expressed in such forward-looking statements, including factors associated with the timing for the completion of the de-listing process and the settlement procedures and allocation process for the delivery of SunocoCorp Common Units. These risks, as well as other risks associated with Parkland are discussed in Parkland’s annual information for the year ended December 31, 2024 and other documents filed from time to time by Parkland with Canadian securities regulatory authorities. Parkland does not undertake any obligation to update or revise any forward-looking statement to reflect new information or events, unless required by law.

Contacts


Investors:
Scott Grischow, Treasurer, Senior Vice President – Finance
(214) 840-5660, [email protected]

¹ Sunoco indirectly acquired, through its wholly owned subsidiary 2709716 Alberta ULC (the “Purchaser”), all of the issued and outstanding Parkland shares. Immediately before the effective time, Sunoco did not own any Parkland shares. Each Parkland shareholder immediately before the effective time will receive, for each Parkland share held: (i) C$44.00 in cash, (ii) approximately 0.536 common units representing limited liability company interests in SunocoCorp (”SunocoCorp Units”), or (iii) C$19.80 in cash and 0.295 SunocoCorp Units, subject to elections, proration, maximum amounts and adjustments in accordance with the plan of arrangement, details of which may be found in the management information circular and proxy statement of Parkland dated May 26, 2025, resulting in total consideration of approximately C$3,457,770,643.42 in cash and 51,517,198 SunocoCorp Units. An early warning report will be filed under Parkland’s SEDAR+ profile at www.sedarplus.ca. To obtain a copy, please contact Sunoco LP, 8111 Westchester Drive, Suite 400 Dallas, TX 75225, United States, Attn: Scott Grischow, Treasurer, Senior Vice President – Finance, Tel: (214) 840-5660. The Purchaser’s address is 4200 Bankers Hall West, 888 – 3rd Street S.W., Calgary, Alberta T2P 5C5, Canada. Parkland’s head office is located at Suite 1800, 240 4th Avenue SW, Calgary, Alberta T2P 4H4, Canada.

Logo – https://mma.prnewswire.com/media/2811390/Parkland_logo.jpg

The Letter of Transmittal outlines the necessary documentation and information required from each registered shareholder to obtain the consideration to which they are entitled under the Sunoco Arrangement and make an election with respect to the form of consideration they wish to receive, as further described below. Registered shareholders should refer to the instructions contained in the Letter of Transmittal to ensure they provide the required documentation and information to the depositary for the Sunoco Arrangement, Computershare Investor Services Inc., in order to validly deposit their Company Shares and elect the form of consideration they wish to receive.

The Letter of Transmittal is for use by registered shareholders only. Beneficial (non-registered) shareholders whose Company Shares are registered in the name of an intermediary such as a broker, investment dealer, bank, trust company, trustee, nominee or other intermediary should not use the Letter of Transmittal but rather should contact their intermediary for instructions and assistance in depositing their Company Shares and electing the form of consideration they wish to receive. Every intermediary has its own procedures with respect to the election and may have an earlier election deadline.

Pursuant to the Plan of Arrangement¹, in exchange for each Company Share, Parkland shareholders can elect to receive one of the following three options:

• C$19.80 in cash and 0.295 common units of SunocoCorp¹ (”SunocoCorp Units”), which will be listed on the NYSE upon the closing of the Sunoco Arrangement (the “Combination Elected Consideration”),
• C$44.00 in cash (the “Cash Elected Consideration”), or
• Approximately 0.536 SunocoCorp Units (the “Unit Elected Consideration”).

The Cash Elected Consideration and Unit Elected Consideration are subject to proration, maximum amounts and adjustments in accordance with the Plan of Arrangement. If a registered shareholder does not deposit a properly completed Letter of Transmittal prior to the deadline to make an election in respect of the consideration receivable in exchange for their Company Shares pursuant to the Sunoco Arrangement (the “Election Deadline”), or otherwise fails to comply with the requirements under the Plan of Arrangement and Letter of Transmittal with respect to such election and deposit of their Company Shares, such registered shareholder will be deemed to have elected to receive the Combination Elected Consideration.

The Election Deadline has not been determined. Parkland will announce the Election Deadline prior to the closing date of the Sunoco Arrangement.

About Parkland Corporation

Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in twenty-six countries across the Americas. Our retail network meets the fuel, and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States, and the Caribbean region, we have developed supply, distribution, and trading capabilities to accelerate growth and business performance.

Forward-Looking Statements

Certain statements contained herein constitute forward-looking information and statements (collectively, “forward looking statements”). When used in this news release, the words “expect”, “may”, “will”, and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things, the determination and announcement of the Election Deadline and the closing of the Sunoco Arrangement.

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, regulatory, market and business conditions; the completion of the Sunoco Arrangement on anticipated terms and timing, or at all, including obtaining regulatory approvals and the satisfaction or waiver of other customary closing conditions; Parkland’s ability to execute its business strategy; action by other persons or companies; the consideration to be received by Parkland shareholders is subject to proration, maximum amounts and adjustments, such that a Parkland shareholder may not receive all of the consideration in the form that they elect to receive; the anticipated effective date of the Sunoco Arrangement may be changed or delayed and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form dated March 5, 2025, under the headings “Forward-Looking Information” and “Risk Factors” in the Q2 Management’s Discussion and Analysis dated August 5, 2025, and under the heading “Risk Factors” in Parkland’s management information circular and proxy statement dated May 26, 2025, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca.

The forward-looking statements contained herein are expressly qualified by this cautionary statement.

For Further Information: Investor Inquiries, 1-855-355-1051, [email protected]

About Parkland Corporation

Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in 26 countries across the Americas. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States and the Caribbean region, we have developed supply, distribution and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two interconnected pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers through our proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community and respect, which are embedded across our organization.

For Further Information: Investor Inquiries: 1-855-355-1051, [email protected]

Demonstrates strength and run rate potential of Parkland’s diversified business

Advancing the Sunoco Transaction²

CALGARY, AB, Aug. 5, 2025 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”, “we”, the “Company”, or “our”) (TSX: PKI), today announced its financial and operating results for the three and six months ended June 30, 2025.

“I want to thank the Parkland team for safely serving our customers to deliver record second quarter results,” said Bob Espey, President and Chief Executive Officer. “Our Canadian and International businesses continue to demonstrate strength and resilience, while strong supply optimization coupled with solid operations at the Burnaby refinery enabled us to capture above mid-cycle refining margins. These results reflect the run rate potential of Parkland’s integrated platform and together with Sunoco, the combined scale is well positioned to grow cash flow for years to come.”

Q2 2025 Highlights

• Delivered Adjusted EBITDA of $508 million, as compared to $504 million in Q2 2024, primarily driven by strong operations and margins at the Burnaby Refinery and robust performance in the Canada segment. These were partially offset by lower fuel unit margins in the International segment and continued softness in the USA segment primarily due to ongoing macroeconomic pressures.
• Net earnings of $172 million ($0.99 per share, basic), as compared to $70 million ($0.40 per share, basic) in Q2 2024, and Adjusted earnings³ of $158 million ($0.91 per share, basic³), as compared to $156 million ($0.89 per share, basic) in Q2 2024.
• Trailing twelve months (”TTM”) Available cash flow³ of $551 million ($3.17 per share³), as compared to $823 million ($4.69 per share) in 2024, primarily reflecting a significantly lower refining margin environment during the second half of 2024 and realized losses due to the wind down of California compliance market positions in the first quarter of 2025. TTM Cash generated from (used in) operating activities⁴ of $1,656 million ($9.52 per share⁴), as compared to $1,612 million ($9.19 per share) in 2024, reflecting favourable working capital movements in the current period.
• Leverage Ratio⁵ decreased to 3.4 times (3.6 times in Q4 2024) and liquidity available⁴ of approximately $2.2 billion.
• Parkland’s total recordable injury frequency rate⁶ on a TTM basis was 1.15, compared to 1.21 in Q2 2024, reflecting the Parkland team’s continued focus on operational integrity.

Q2 2025 Segment Highlights

• Canada delivered Adjusted EBITDA of $190 million, as compared to $168 million in Q2 2024. The increase was primarily driven by stronger fuel unit margins from continued price and supply optimization, and volume growth in our company-owned network. We delivered company same-store volume growth (”Company SSVG”)⁶ of 4.6 percent and Food and Company C-Store same-store sales growth (”Food and Company C-Store SSSG”)³ excluding cigarettes of 4.2 percent, reflecting stronger site execution, and increased engagement though our loyalty program.
• International delivered Adjusted EBITDA of $168 million, as compared to $180 million in Q2 2024. Continued strength in the retail business was more than offset by lower unit margins driven by market instability from global conflicts resulting in price volatility, particularly in diesel.
• USA delivered Adjusted EBITDA of $26 million, as compared to $47 million in Q2 2024. The decrease was primarily driven by lower fuel unit margins due to an ongoing competitive pricing environment and reduced rail and regional arbitrage opportunities. Lower retail volumes, consumer spending, and foot traffic in convenience stores were consistent with broader industry trends.
• Refining delivered Adjusted EBITDA of $136 million, as compared to $119 million in Q2 2024. The increase was primarily driven by higher refining margins combined with strong composite utilization⁶ of 94.0 percent.

Update on the Sunoco Transaction

Parkland shareholders approved the Sunoco Transaction at the June 24, 2025 Annual and Special Meeting, with more than 93 percent of votes cast in favour. Following this strong shareholder endorsement, Parkland received a final order from the Court of King’s Bench of Alberta’s approval and the parties have obtained Competition Act (Canada) clearance.

The Sunoco Transaction continues to advance through the remaining regulatory review processes and other closing conditions, including the ongoing review under the Investment Canada Act, and is expected to close in the fourth quarter of 2025.

The Company will terminate its Dividend Reinvestment Plan (”DRIP”) effective August 6, 2025. The DRIP has been suspended since November 2, 2022.

2025 Guidance

Following strong second quarter 2025 operating and financial results, Parkland remains on track to be within its previously stated 2025 Adjusted EBITDA Guidance⁴ range of $1,800 to $2,100 million and 2025 Capital Expenditure Guidance⁴ range of $475 to $525 million.

Due to expected transaction-related costs and certain restrictions associated with the Sunoco Transaction, and to simplify external guidance, Parkland will no longer provide updates with respect to its 2025 Available cash flow per share, 2025 Leverage Ratio, non-core asset divestment program from 2023 to 2025 and 2025 Adjusted EBITDA for its Refining segment.

Consolidated Financial Overview

MD&A and Annual Consolidated Financial Statements

The Management’s Discussion and Analysis for the three and six months ended June 30, 2025 (the “Q2 2025 MD&A”) and Interim Condensed Consolidated Financial Statements for the three and six months ended June 30, 2025 (the “Q2 2025 Condensed Consolidated Financial Statements”) provide a detailed explanation of Parkland’s operating results for the three and six months ended June 30, 2025. An English version of these documents will be available online at www.parkland.ca and the System for Electronic Data Analysis and Retrieval+ (”SEDAR+”) after the results are released by newswire under Parkland’s profile at www.sedarplus.ca. The French versions of the Q2 2025 MD&A and the Q2 2025 Condensed Consolidated Financial Statements will be posted to www.parkland.ca and SEDAR+ as soon as they become available.

About Parkland Corporation

Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in 26 countries across the Americas. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States and the Caribbean region, we have developed supply, distribution and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two interconnected pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers through our proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community and respect, which are embedded across our organization.

Forward-Looking Statements

Certain statements contained herein constitute forward-looking information and statements (collectively, “forward-looking statements”). When used the words “expect”, “will”, “could”, “would”, “believe”, “continue”, “pursue” and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: business strategies, objectives and initiatives; run rate potential of Parkland’s integrated platform; Parkland and Sunoco well positioned to grow cash flow for years to come; the Sunoco Transaction, including progress of regulatory approvals and other closing conditions and expectation to close in the fourth quarter of 2025; expected costs relating to the Sunoco Transaction; expected to remain on track to be within its 2025 Adjusted EBITDA Guidance and 2025 Capital Expenditure Guidance ranges; and the termination of the DRIP and timing thereof.

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These forward-looking statements speak only as of the date of this news release. Parkland does not undertake any obligation to publicly update or revise any forward-looking statements except as required by securities law. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks and uncertainties including, but not limited to: the completion of the Sunoco Transaction, including the ability to obtain the approvals required in connection thereto, the timing thereof and realizing the benefits resulting therefrom; Parkland’s ability to successfully integrate its operations with Sunoco following the Sunoco Transaction; general economic, market and business conditions; micro and macroeconomic trends and conditions, including increases in interest rates, inflation, imposition of tariffs and fluctuating commodity prices; Parkland’s ability to execute its business objectives, projects and strategies, including the completion, financing and timing thereof, realizing the benefits therefrom, meeting our targets, outlook and commitments relating thereto, and the impact of the Sunoco Transaction thereon; ability to fall within its 2025 Adjusted EBITDA Guidance and 2025 Capital Expenditure Guidance ranges and the assumptions relating thereto; and other factors, many of which are beyond the control of Parkland and the assumptions and risks described in “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” included in Parkland’s most recently filed Annual Information Form, and in “Forward-Looking Information” and “Risk Factors” in the Q4 2024 MD&A, each as filed on SEDAR+ and available on the Parkland website at www.parkland.ca. In addition, the 2025 Adjusted EBITDA Guidance reflects continued integration of acquired businesses and synergy capture, and progression of organic growth initiatives, and key material assumptions include: market trends in line with Parkland’s current expectations; expected performance from Parkland’s retail and commercial lines of business during the 2025 financial year that is consistent with the prior year; Burnaby Refinery composite utilization of 90 to 95% based on the Burnaby Refinery’s crude processing capacity of 55,000 bpd, and completion of planned maintenance, including deferral of the previously planned turnaround to 2026; and implementation of ongoing cost reductions across the business. The 2025 Capital Expenditure Guidance is mainly driven by increased Adjusted EBITDA and assumes no material change to underlying operations and no planned turnaround at the Burnaby Refinery. The forward-looking statements contained in this news release as expressly qualified by these cautionary statements.

Specified Financial Measures

This news release contains total of segments measures, non-GAAP financial measures and non-GAAP financial ratios, supplementary financial measures and capital management measures (collectively, “specified financial measures”). Parkland’s management uses certain specified financial measures to analyze the operating and financial performance, leverage, and liquidity of the business. These specified financial measures do not have any standardized meaning under International Financial Reporting Standards as issued by the International Accounting Standards Board (”IFRS Accounting Standards”) and are therefore unlikely to be comparable to similar measures presented by other companies. The specified financial measures should not be considered in isolation or used in substitute for measures of performance prepared in accordance with the IFRS Accounting Standards. See Section 15 of the Q2 2025 MD&A, which is incorporated by reference into this news release, for further details regarding specified financial measures used by Parkland.

Non-GAAP Financial Measures and Ratios

Adjusted earnings (loss) is a non-GAAP financial measure and Adjusted earnings (loss) per share is a non-GAAP financial ratio, each representing the underlying core operating performance of business activities of Parkland at a consolidated level. The most directly comparable financial measure to Adjusted earnings (loss) and Adjusted earnings (loss) per share is Net earnings (loss).

Adjusted earnings (loss) and Adjusted earnings (loss) per share represent how well Parkland’s operational business is performing, while considering depreciation and amortization, interest on leases and long-term debt, accretion and other finance costs, and income taxes. The Company uses these measures because it believes that Adjusted earnings (loss) and Adjusted earnings (loss) per share are useful for management and investors in assessing the Company’s overall performance, as they exclude certain items that are not reflective of the Company’s underlying business operations.

See Section 15 of the Q2 2025 MD&A, which is incorporated by reference into this news release, for the detailed definition and composition of Adjusted earnings (loss) and Adjusted earnings (loss) per share.

Please see below for the reconciliation of Adjusted earnings (loss) to net earnings (loss) and the calculation of Adjusted earnings (loss) per share.

Available cash flow is a non-GAAP financial measure and Available cash flow per share is a non-GAAP financial ratio. The most directly comparable financial measure for Available cash flow and Available cash flow per share is cash generated from (used in) operating activities. Parkland uses these measures to set targets (including annual guidance and variable compensation target) and monitor its ability to generate cash flow for capital allocation, including distributions to shareholders, investment in the growth of the business, and deleveraging. See Section 15 of the Q2 2025 MD&A, which is incorporated by reference into this news release, for the detailed definition and composition of Available cash flow and Available cash flow per share. See the following table for a calculation of historical Available cash flow and Available cash flow per share and a reconciliation to cash generated from (used in) operating activities.

ROIC is a non-GAAP financial ratio. The measure is calculated as a ratio of Net operating profit after tax (”NOPAT”) divided by average invested capital. NOPAT describes the profitability of Parkland’s base operations, excluding the impact of leverage and certain other items of income and expenditure that are not considered representative of Parkland’s underlying core operating performance. NOPAT is based on Adjusted EBITDA, defined in the “Measures of Segment Profit (Loss) and Total of Segments Measures” section of this news release, less depreciation and amortization expense, including pro-forma depreciation on assets classified as held for sale, and the estimated tax expense using the expected average tax rate estimated using statutory tax rates in each jurisdiction where Parkland operates. Average invested capital is the amount of capital deployed by Parkland that represents the average of opening and closing debt, including debt liabilities classified as held for sale, as well as shareholder’s equity, including equity reserves, net of cash and cash equivalents. We use this non-GAAP measure to assess Parkland’s efficiency in investing capital.

Food and Company C-Store SSSG is a non-GAAP financial ratio and refers to the period-over-period sales growth generated by retail food and convenience stores at the same Company sites. The effects of opening and closing stores, temporary closures (including closures for On the Run / Marché Express conversions), expansions of stores, renovations of stores, and stores with changes in food service models in the period are excluded to derive a comparable same-store metric. Same-store sales growth is a metric commonly used in the retail industry that provides meaningful information to investors in assessing the health and strength of Parkland’s brands and retail network, which ultimately impacts financial performance. The most directly comparable financial measure to Food and Company C-Store SSSG is food and convenience store revenue within sales and operating revenue.

Below is a reconciliation of convenience store revenue (Food and C-Store revenue) for the Canada segment with the Food and Company C-Store same store sales (”SSS”), and the calculation of the Food and Company C-Store SSSG.

These non-GAAP financial measures and ratios should not be considered in isolation or used in substitute for measures of performance prepared in accordance with IFRS Accounting Standards. Except as otherwise indicated, these non-GAAP financial measures and ratios are calculated and disclosed on a consistent basis from period to period. See Section 15 of the Q2 2025 MD&A, which is incorporated by reference into this news release, for further details regarding Parkland’s non-GAAP financial measures and ratios.

Capital Management Measures

Parkland’s primary capital management measure is the Leverage Ratio, which is used internally by key management personnel to monitor Parkland’s overall financial strength, capital structure flexibility, and ability to service debt and meet current and future commitments. In order to manage its financing requirements, Parkland may adjust capital spending or dividends paid to shareholders or issue new shares or new debt. The Leverage Ratio is calculated as a ratio of Leverage Debt to Leverage EBITDA and does not have any standardized meaning prescribed under IFRS Accounting Standards. It is, therefore, unlikely to be comparable to similar measures presented by other companies. The detailed calculation of the Leverage Ratio is as follows:

ISS noted that “when viewed in proper context, there are compelling reasons to believe that this deal is the best path forward for shareholders.” Among the reasons cited were the offer premium, flexible consideration (subject to pro-ration), the absence of competing proposals, support from Parkland’s largest shareholder, and the opportunity for shareholders to participate in future upside potential of the combined entity.¹

Glass Lewis emphasized the compelling fit and enhanced diversification, scale and optionality of the combined platform. Further, the firm specifically cited the advantages of the C-corp holding structure and improved capital markets access for the combined company.¹

In addition to the endorsements from ISS and Glass Lewis, the Arrangement has been supported by fairness opinions provided to Parkland’s Board of Directors by each of Goldman Sachs Canada Inc. and BofA Securities, Inc., and to the independent Special Committee of the Board of Directors by BMO Nesbitt Burns Inc. Parkland’s Special Committee and Board of Directors have unanimously recommended shareholders vote FOR the Arrangement.

Voting and Meeting Details
To ensure your vote is counted, shareholders must submit their votes by Friday, June 20, 2025, at 9:00 a.m. (Calgary Time). Parkland encourages shareholders to vote today to avoid missing this deadline.

In addition to voting on the proposed Arrangement with Sunoco, shareholders will be asked to consider several important matters at the Meeting, including the election of the Company’s Board of Directors, the appointment of Parkland’s auditor, an advisory, non-binding vote on Parkland’s approach to executive compensation, and to receive Parkland’s audited financial statements for 2024. These matters received overwhelming support from ISS and Glass Lewis.

The Meeting will be held on June 24, 2025, at 9:00 a.m. (Calgary Time) at the Calgary TELUS Convention Centre in Calgary, Alberta.

The Management Information Circular and related Meeting materials can be found on Parkland’s SEDAR+ profile at www.sedarplus.ca, as well as at ParklandSunoco.ca.

Questions? Need Help Voting?
If you have questions or need assistance voting, please contact Kingsdale Advisors at 1-888-518-6832 (toll-free in North America) or 1-647-251-9740 (text and call enabled outside North America), or by email at [email protected]

About Parkland Corporation
Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in twenty-six countries across the Americas. Our retail network meets the fuel, and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States, and the Caribbean region, we have developed supply, distribution, and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two interconnected pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers through our proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community, and respect, which are embedded across our organization.

About Sunoco LP
Sunoco (NYSE: SUN) is a leading energy infrastructure and fuel distribution master limited partnership operating in over 40 U.S. states, Puerto Rico, Europe, and Mexico. Sunoco’s midstream operations include an extensive network of approximately 14,000 miles of pipeline and over 100 terminals. This critical infrastructure complements the Partnership’s fuel distribution operations, which serve approximately 7,400 Sunoco and partner branded locations and additional independent dealers and commercial customers. Sunoco’s general partner is owned by Energy Transfer LP (NYSE: ET).

Forward-Looking Statements
Certain statements contained herein constitute forward-looking information and statements (collectively, “forward looking statements”). When used in this news release, the words “commit”, “ensure”, “enhance”, “expect”, “increase”, “ongoing”, “will”, and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: Parkland’s Annual and Special Meeting of Shareholders and the timing thereof;

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, market and business conditions; Parkland’s Annual and Special Meeting of Shareholders and the results thereof, Parkland’s ability to execute its business strategy; action by other persons or companies; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form, and under the headings “Forward-Looking Information” and “Risk Factors” in Parkland’s Management’s Discussion and Analysis for the most recently completed financial period, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca. The forward-looking statements contained herein are expressly qualified by this cautionary statement.

The forward-looking statements contained herein are expressly qualified by this cautionary statement.

As a result, Parkland will execute amendments to the indentures governing the Notes to (collectively, the “Proposed COC Amendments”):

(a) eliminate Parkland’s potential obligation under such Indenture to make a “Change of Control Offer” (as defined in such Indenture) as a result of the Transaction; and

(b) amend the defined term “Change of Control” in such Indenture to provide that Sunoco and its affiliates will be “Qualified Owners” of Parkland.

The consent solicitations expired as of 5:00 p.m., Eastern Daylight Time, on June 9, 2025 (the “Expiration Date”). Parkland, the applicable Guarantors and the applicable trustee will execute supplemental indentures for each series of Notes to amend the applicable indentures as described above. Each supplemental indenture will be effective when executed but will not become operative if the Transaction is not consummated or if the applicable consent fees are not paid to the applicable depositary or tabulation agent.

Subject to the terms and conditions of the applicable consent solicitation, Parkland will pay the applicable consent fees to the applicable depositary or tabulation agent for distribution to holders of the Notes who delivered valid and unrevoked consents prior to the Expiration Date. For each US$1,000 principal amount of US dollar denominated notes or C$1,000 principal amount of Canadian dollar denominated notes, as applicable, US$0.50 or C$0.50 of the consent fees, as applicable for each series of Notes, shall be due and payable promptly (and in any event within three business days) after the applicable Expiration Date, and US$0.50 or C$0.50 of the consent fees, as applicable for each series of Notes, shall be due and payable on or prior to the closing date of the Transaction (or as promptly as practicable thereafter).

This press release is for informational purposes only and does not amend the consent solicitations, which have expired and were made solely on the terms and subject to the conditions set forth in the consent solicitation statement. Further, this press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. The consent solicitation statement does not constitute a solicitation of consents in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable securities laws. Barclays Capital Inc. and RBC Capital Markets, LLC / RBC Dominion Securities Inc. are serving as solicitation agents with respect to the consent solicitations. D.F. King & Co., Inc. is serving as information agent and tabulation agent in connection with the consent solicitations with respect to the US dollar denominated Notes. Computershare Investor Services Inc. is serving as tabulation agent in connection with the consent solicitations with respect to the Canadian dollar denominated Notes. Questions or requests for assistance related to the consent solicitations or for a copy of the consent solicitation statement and other related documents may be directed to Barclays Capital Inc. at (212) 528-7581 and RBC Capital Markets, LLC / RBC Dominion Securities Inc. at (212) 618-7843 and (416) 842-6311, respectively, or to D.F. King & Co., Inc. at (212) 269-5550 and (800) 659-5550.

Forward-Looking Statements

Certain statements contained herein constitute forward-looking information and statements (collectively, “forward-looking statements”). When used in this news release, the words “believes”, “expects”, “expected”, “will”, “plan”, “intends”, “target”, “would”, “seek”, “could”, “projects”, “projected”, “anticipates”, “estimates”, “continues” and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: the Transaction and the consent solicitations.

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the consummation of the Transaction, the consent solicitations, including the timing thereof, and the Proposed COC Amendments. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties. For more information, please see the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form dated March 5, 2025, and under the headings “Forward-Looking Information” and “Risk Factors” included in the Q1 2025 Management’s Discussion and Analysis dated May 5, 2025, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca.

The forward-looking statements contained herein are expressly qualified by this cautionary statement.

About Parkland Corporation

Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in 26 countries across the Americas. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States and the Caribbean region, we have developed supply, distribution and trading capabilities to accelerate growth and business performance.

Establishes a Scalable Platform for Long-Term Value Creation

CALGARY, AB, May 28, 2025 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”, “we”, the “Company” or “our”) (TSX: PKI) today announced the filing of its Management Information Circular (the “Circular”) and accompanying materials for the upcoming annual and special meeting (the “Meeting”) of the Parkland shareholders (the “Company Shareholders”) in connection with its previously announced strategic transaction involving Sunoco LP (”Sunoco”), and a wholly-owned subsidiary of Sunoco group (”SunocoCorp”).

This transformative transaction marks a pivotal moment for Parkland, delivering immediate value to Company Shareholders while positioning the combined company for long-term growth. The transaction will be implemented by way of a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (Alberta) (the “Arrangement”).

The Best Path Forward for Parkland and Our Shareholders

Parkland’s board of directors (the “Parkland Board”) unanimously recommends that Company Shareholders vote FOR the special resolution approving the Arrangement (the “Arrangement Resolution”).

Key benefits of the Arrangement include:

Immediate Value and Future Upside

• The Arrangement represents a 25% premium based on the 7-day volume-weighted average price of both the Parkland shares and Sunoco units as of May 2, 2025.
• Company Shareholders benefit from the flexibility to choose one of three forms of consideration:
  • C$19.80 in cash and 0.295 common units of SunocoCorp (which will be a newly listed NYSE public company that holds an interest in Sunoco);
  • C$44.00 in cash¹; or
  • 0.536 SunocoCorp common units¹.
• Company Shareholders who receive SunocoCorp common units will be able to participate in future upside, including potential dividend growth, resulting from the combined business. For two years post-closing, holders of SunocoCorp common units will receive dividends on their units equal to the distributions made to holders of Sunoco common units.

The Strategic Rationale for the Arrangement

• The combined company will be one of the largest independent fuel distributors in the Americas, creating greater scale and stability, and is expected to grow returns, improve margins and increase distributable cash flow per unit.
• The transaction leverages the complementary strengths of both companies to create a more diversified portfolio spanning Canada, the U.S., and the Caribbean, reducing single-industry exposure while improving earnings resiliency and minimizing volatility.
• The combined company is expected to achieve US$250 million in annual run-rate synergies by the third year, strengthening financial performance and boosting shareholder returns.

Sunoco’s Commitment to Responsible Stewardship and Growth in the Markets Parkland Serves

• Sunoco will maintain a Canadian headquarters in Calgary and significant employment levels in Canada.
• Sunoco is committed to ongoing investment in Canadian operations, including the Burnaby Refinery and Parkland’s transportation energy infrastructure expansion plans.
• The combined company’s expanded free cash flow will provide additional resources for reinvestment in Canada, the U.S., and the Caribbean in support of both existing and new opportunities.

These commitments affirm a vote of confidence in Canada, with Sunoco returning to a country where it has a long history of investment.

Additional Factors

The Arrangement is the result of arm’s length negotiations between Parkland and Sunoco with the Company Special Committee (the “Special Committee”) actively overseeing the process and guiding management and advisors. Following this thorough process, the Special Committee and the Parkland Board concluded that the consideration payable to Company Shareholders reflects Sunoco’s highest price.

The Special Committee and the Parkland Board evaluated the Arrangement in light of Parkland’s financial condition, operational performance, strategic alternatives, and market conditions. After reviewing fairness opinions provided to the Parkland Board by Goldman Sachs Canada Inc. and BofA Securities Inc., as well as a fairness opinion provided to the Special Committee by BMO Nesbitt Burns Inc., all of which deemed the consideration fair from a financial perspective, the Special Committee unanimously determined the Arrangement is in the best interests of Parkland and its shareholders.

Based on this determination, the Special Committee recommended, and the Board unanimously endorsed, the Arrangement. The transaction is not subject to financing conditions, and Sunoco has demonstrated a strong commitment to completing it efficiently. The reasons for the Parkland Board’s unanimous recommendation are more fully described under the headings “The Arrangement – Recommendation of the Parkland Board” and “The Arrangement – Reasons for the Recommendations” in the Circular.

The Arrangement is subject to court approval, Company Shareholder approval, regulatory approvals and other customary closing conditions.

Other Business at the Meeting

In addition to considering and voting on the Arrangement Resolution, Company Shareholders will also deal with several important matters at the Meeting (the “Annual Matters”), the first three of which will be subject to a shareholder vote. These include:

1. Election of Directors: Company Shareholders will be asked to elect the slate of current Parkland Board members (other than Lisa Colnett who is not standing for re-election): Felipe Bayon, Nora Duke, Robert Espey, Sue Gove, Timothy Hogarth, Richard Hookway, Michael Jennings, Angela John, James Neate, and Mariame McIntosh Robinson to the Parkland Board to complete the Arrangement. The Company did not receive any nominations under its advance notice bylaw.
2. Appointment of Auditor: Company Shareholders will vote on the reappointment of PricewaterhouseCoopers LLP as the auditor of Parkland for the upcoming fiscal year and authorize the Parkland Board to fix their remuneration.
3. Advisory Vote on Executive Compensation: Company Shareholders will have the opportunity to cast a non-binding advisory vote on Parkland’s approach to executive compensation.
4. Review of Financial Statements: Company Shareholders will receive the Company’s audited financial statements for the fiscal year ended December 31, 2024, along with the accompanying auditor’s report.

The Parkland Board recommends that Company Shareholders vote FOR each of the Annual Matters to ensure strong governance and operational excellence during this transitional period.

Meeting and Voting Details:

The Meeting will be held on June 24, 2025, at 9:00 a.m. (Calgary Time), in person at the Calgary TELUS Convention Centre in Calgary, Alberta. Company Shareholders are encouraged to review the Circular, which provides detailed information about the Arrangement and voting instructions. Company Shareholders are urged to vote well in advance of the Meeting and in any event, prior to the Voting Deadline, on June 20, 2025, at 9:00 A.M. (Calgary Time).

The mailing of the Circular and accompanying materials to Company Shareholders of record as of May 23, 2025 has commenced.

The Circular and related Meeting materials can be found on Parkland’s SEDAR+ profile at www.sedarplus.ca, as well as at ParklandSunoco.ca. Company Shareholders may request copies of the Circular and Meeting materials by electronic mail or by courier by sending an email to [email protected] no later than 10 business days prior to the Meeting, or any adjournment or postponement thereof.

If you have questions or need assistance voting, please contact Kingsdale Advisors at 1-888-518-6832 (toll-free in North America) or 1-647-251-9740 (text and call enabled outside North America), or by email at [email protected].

Vote Online

Registered Company Shareholders: Visit www.investorvote.com with your 15-digit control number.

Beneficial Company Shareholders: Visit www.proxyvote.com with your 16-digit control number.

Vote by Telephone

Registered Company Shareholders: Call toll-free at 1-866-732-8683 (in North America) or 1-312-588-4290 (in countries outside of North America) with your 15-digit control number.

Beneficial Company Shareholders: Call 1-800-474-7493 for English and 1-800-474-7501 for French (in Canada) or 1-800-454-8683 (in the United States) with your 16-digit control number.

Vote by Mail

Registered Company Shareholders: Complete, sign and date your BLUE form of proxy and return it in the postage paid envelope included in your package by mail in accordance with the instructions therein.

Beneficial Company Shareholders: Complete, sign and date your BLUE voting instruction form and return it in the postage paid envelope included in your package by mail in accordance with the instructions therein.

Questions? Need Help Voting?
If you have questions or need assistance voting when you receive the Circular and accompanying materials, please contact Kingsdale Advisors at 1-888-518-6832 (toll-free in North America) or 1-647-251-9740 (text and call enabled outside North America), or by email at [email protected].

To obtain current information about the Arrangement and the Annual Matters, please visit ParklandSunoco.ca.

About Parkland Corporation
Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in twenty-six countries across the Americas. Our retail network meets the fuel, and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States, and the Caribbean region, we have developed supply, distribution, and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two interconnected pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers through our proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community, and respect, which are embedded across our organization.

About Sunoco LP
Sunoco (NYSE: SUN) is a leading energy infrastructure and fuel distribution master limited partnership operating in over 40 U.S. states, Puerto Rico, Europe, and Mexico. Sunoco’s midstream operations include an extensive network of approximately 14,000 miles of pipeline and over 100 terminals. This critical infrastructure complements the Partnership’s fuel distribution operations, which serve approximately 7,400 Sunoco and partner branded locations and additional independent dealers and commercial customers. Sunoco’s general partner is owned by Energy Transfer LP (NYSE: ET).

Forward-Looking Statements
Certain statements contained herein constitute forward-looking information and statements (collectively, “forward looking statements”). When used in this news release, the words “commit”, “ensure”, “enhance”, “expect”, “increase”, “ongoing”, “will”, and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: the Arrangement, and the anticipated benefits thereof; the consideration payable to the Company Shareholders under the Arrangement; the business of the Combined Company after giving effect to the Arrangement; the expected value creation resulting from the arrangement; anticipated tax efficiencies associated with SunocoCorp structure; the anticipated dividends payable to holders of SunocoCorp Common Units; the listing of SunocoCorp on the NYSE; the business, financial performance, operations and size of the Combined Company; Sunoco’s commitment to maintaining a Canadian headquarters in Calgary for the Combined Company; the Combined Company’s free cash flow and anticipated uses thereof; the mailing of Parkland’s Circular and accompanying materials to Company Shareholders; and the Meeting, and the anticipated timing and location thereof;

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, market and business conditions; the completion of the Arrangement on anticipated terms and timing, or at all, including obtaining court approval, Company Shareholder approval, regulatory approvals and other customary closing conditions; the anticipated benefits of the Arrangement may not be realized; the consideration to be received by Company Shareholders is subject to proration, such that a Company Shareholder may not receive all of the consideration in the form that they elect to receive; the SunocoCorp Common Units to be received by Company Shareholders as a result of the Arrangement will have different rights from the Company shares; the amount of any dividends or distributions to be paid by SunocoCorp following the Arrangement will not be guaranteed; anticipated tax treatment; potential litigation relating to the Arrangement that could be instituted against Sunoco or Parkland; potential adverse reactions or changes to business relationships, including with employees, suppliers, customers, competitors or credit rating agencies, resulting from the Arrangement; certain restrictions during the pendency of the Arrangement that may impact Parkland’s ability to otherwise operate its business; the expected timing of the Meeting, the court approval and the anticipated effective date of the Arrangement may be changed or delayed; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form dated March 5, 2025, under the headings “Forward-Looking Information” and “Risk Factors” included in the Management’s Discussion and Analysis dated May 5, 2025, and under the heading “Risk Factors” in Parkland’s Circular, dated May 26, 2025, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca and www.parklandsunoco.ca.

The forward-looking statements contained herein are expressly qualified by this cautionary statement.

“Our first quarter of 2025 saw a recovery from 2024 as the refinery offset a slow start to the year and a one-time $53 million impact due to a decision to exit the California compliance market,” said Bob Espey, President and Chief Executive Officer. “It is still early in the year, and as we assess performance across our business, we are encouraged by several positive developments. Our International segment continues to deliver strong growth, refining margins have been stronger than anticipated, and we expect a robust driving season in Canada. While the macroeconomic and regulatory environment remains volatile, these tailwinds highlight the resilience of our portfolio and reinforce my confidence in the foundation we have built at Parkland.”

Q1 2025 Highlights

• Achieved Adjusted EBITDA¹ of $375 million, an increase of $48 million as compared to Q1 2024, primarily driven by the 11-week unplanned shutdown of the Burnaby Refinery in the comparative period and strong performance in the International business. These were partially offset by the commercial decision to wind down our California compliance market positions, resulting in realized losses of $53 million within the Canadian segment², and weaker performance in the USA.
• Net earnings of $64 million ($0.37 per share, basic), as compared to net loss of $5 million ($0.03 per share, basic) in Q1 2024, and Adjusted earnings³ of $65 million ($0.37 per share, basic³), as compared to $43 million ($0.25 per share, basic) in Q1 2024.
• Trailing twelve months (”TTM”) Available cash flow³ of $586 million ($3.37 per share³), as compared to $762 million ($4.34 per share) as of March 31, 2024. TTM Cash generated from (used in) operating activities⁴ of $1,604 million ($9.21 per share⁴), as compared to $1,683 million ($9.56 per share) as of March 31, 2024. These decreases were largely due to a significantly lower refining margin environment during the second half of 2024, realized losses due to the wind down of our California compliance market positions in the first quarter of 2025, and higher acquisition, integration and other costs during the last nine months of 2024 primarily associated with restructuring activities and implementing enterprise-wide systems.
• Return on invested capital³ (”ROIC”) was 7.6 percent for the trailing twelve months ended March 31, 2025 as compared to 8.9 percent, for the same period in 2024.
• Maintained Leverage Ratio⁵ of 3.6 times (3.6 times in Q4 2024) and liquidity available⁴ of $2 billion.

Q1 2025 Segment Highlights

• Canada delivered Adjusted EBITDA of $110 million, as compared to $186 million in Q1 2024. The decrease was primarily driven by the commercial decision to wind down our California compliance market positions, resulting in realized losses of $53 million, and the sale of the commercial propane business in Q4 2024.
• International delivered Adjusted EBITDA of $181 million, as compared to $147 million in Q1 2024. The increase was driven by higher volume and margins in the commercial and wholesale businesses from strategic and recurring customers and strength in our South American region.
• USA delivered Adjusted EBITDA of $16 million, as compared to $31 million in Q1 2024. The decrease was driven by macroeconomic pressures continuing to impact fuel and convenience demand in line with broader industry trends, as well as regulatory developments that also impacted Parkland’s ability to capture supply optimization opportunities associated with moving refined product between Canada and the U.S.
• Refining delivered Adjusted EBITDA of $79 million, as compared to an Adjusted EBITDA loss of $33 million in Q1 2024. The increase relative to Q1 2024 was primarily driven by an 11-week unplanned shutdown in the comparative period. Composite utilization⁶ at the Burnaby Refinery was approximately 76 percent in Q1 2025, as compared to approximately 20 percent in Q1 2024. The Burnaby Refinery successfully completed a three-week planned maintenance in the quarter and performed safely and reliably which allowed us to benefit from favourable market conditions.
• Parkland’s total recordable injury frequency rate⁶ on a TTM basis was 1.13, compared to 1.07 at Q1 2024.

Consolidated Financial Overview