Parkland Reports 2025 Third Quarter Results and Provides Update on the Sunoco Transaction

Strong third quarter Adjusted EBITDA 1 of $540 million

On track to deliver midpoint of 2025 Adjusted EBITDA Guidance 2 of $1.8 to $2.1 billion

Sunoco Transaction 3 expected to close on October 31, 2025

CALGARY, AB, Oct. 27, 2025 /PRNewswire/ - Parkland Corporation ("Parkland", "we", the "Company", or "our") (TSX: PKI), today announced its financial and operating results for the three and nine months ended September 30, 2025.

"Parkland delivered another strong quarter, reflecting the strength of its diversified business, and clearly demonstrating our ability to deliver 2025 Adjusted EBITDA guidance," said Bob Espey, President and Chief Executive Officer. "As we approach this important milestone, I am incredibly proud and grateful of the Parkland team and the industry leading business we have built together. I am excited about Parkland's next phase of growth with Sunoco, the power of the combined platform, and have confidence in the Company's ability to deliver significant synergies and long-term value for its stakeholders."

Q3 2025 Highlights

____________________________

(1)

Total of segments measure. See "Measures of Segment Profit(Loss) and Total of Segments Measures" section of this news release.

(2)

Supplementary financial measure. See "Supplementary Financial Measures" section of this news release.

(3)

On May 5, 2025, Parkland and Sunoco LP (NYSE: SUN) ("Sunoco") announced that they entered into a definitive agreement whereby Sunoco will acquire all outstanding shares of Parkland by way of a court-approved plan of arrangement (the "Plan of Arrangement") in a cash and equity transaction valued at approximately U.S.$9.1 billion, including assumed debt (the "Transaction").

(4)

Non-GAAP financial measure or non-GAAP financial ratio. See "Non-GAAP Financial Measures and Ratios" section of this news release.

(5)

Capital management measure. See "Capital Management Measures" section of this news release.

(6)

Non-financial measure. See "Non-Financial Measures" section of this news release.

Q3 2025 Segment Highlights

Update on the Sunoco Transaction

Parkland announced that the Transaction is expected to close on October 31, 2025, subject to the satisfaction or waiver of customary closing conditions. Following completion of the Transaction, Parkland shares will be delisted from the Toronto Stock Exchange.

Common Units representing limited liability company interests in SunocoCorp ("SunocoCorp Units"), to be issued to shareholders of Parkland in connection with the Transaction, are expected to begin trading on the New York Stock Exchange on November 3, 2025 under the ticker symbol "SUNC".

Parkland also announced the preliminary results of the elections in respect of the consideration received pursuant to the Transaction. Based on the elections received by the election deadline of October 17, 2025:

The all-cash elected consideration and all SunocoCorp Unit elected consideration are subject to proration, maximum amounts and adjustments in accordance with the Plan of Arrangement.

Due to the pending closing of the Transaction, Parkland will not host a conference call or webcast to discuss its third quarter results.

Consolidated Financial Overview

($ millions, unless otherwise noted)

Three months ended

September 30,

Financial Summary

2025

2024

Sales and operating revenue

7,353

7,126

Adjusted EBITDA (1)

540

431

Canada (2)(3)

208

196

International (2)(3)

161

150

USA (2)(3)

Refining (2)(3)

151

Corporate (2)(3)

(8)

(15)

Net earnings (loss)

129

Net earnings (loss) per share – basic ($ per share)

0.74

0.52

Net earnings (loss) per share – diluted ($ per share)

0.73

0.52

Trailing twelve months ("TTM") Cash generated from (used in) operating activities (4)

1,646

1,490

TTM Cash generated from (used in) operating activities per share (4)

9.45

8.51

TTM Available cash flow (5)(6)

668

627

TTM Available cash flow per share (5)(6)

3.83

3.58

TTM ROIC (6)

8.5 %

7.8 %

(1)

Total of segments measure. See "Measures of Segment Profit (Loss) and Total of Segments Measures" section of this news release.

( 2)

For comparative purposes, certain amounts certain amounts in 2024 were revised to conform to the presentation used in the current period with respect to the allocation of Corporate costs. See Note 2d of the Interim Condensed Consolidated Financial Statements for further details

(3)

Measure of segment profit (loss). See "Measures of Segment Profit (Loss) and Total of Segments Measures" section of this news release.

(4)

Supplementary financial measure. See "Supplementary Financial Measures" section of this news release.

(5)

For comparative purposes, certain amounts were reclassified between realized and unrealized gain/(loss) on risk management with no changes to Adjusted EBITDA or net earnings to conform to the presentation used in the current period.

(6)

Non-GAAP financial measure or non-GAAP financial ratio. See "Non-GAAP Financial Measures and Ratios" section of this news release.

MD&A and Annual Consolidated Financial Statements

The Management's Discussion and Analysis for the three and nine months ended September 30, 2025 (the "Q3 2025 MD&A") and Interim Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2025 (the "Q3 2025 Condensed Consolidated Financial Statements") provide a detailed explanation of Parkland's operating results for the three and nine months ended September 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 Q3 2025 MD&A and the Q3 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 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.

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", "on track", "aim" 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; expectation to remain on track to achieve midpoint of 2025 Adjusted EBITDA Guidance range; Parkland's ability to achieve 2025 guidance; the combined company's ability to deliver significant synergies and long-term value to stakeholders; and the Transaction, including the completion and timing thereof, and expectations respecting the trading of the SunocoCorp Units.

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 Transaction, including the timing thereof and realizing the benefits resulting therefrom; Parkland's ability to successfully integrate its operations with Sunoco following the 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 Transaction thereon; ability to remain on track to achieve the midpoint of 2025 Adjusted EBITDA Guidance range and achieve its 2025 guidance 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 combined 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 forward-looking statements contained in this news release are 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 Q3 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 Q3 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.

Three months ended

September 30,

Nine months ended

September 30,

($ millions, unless otherwise stated)

2025

2024

2025

2024

Net earnings (loss)

129

365

156

Add/(less):

Acquisition, integration and other costs

137

(Gain) loss on foreign exchange – unrealized

(2)

(Gain) loss on risk management and other – unrealized (4)

(3)

(48)

(51)

Costs related to the Sunoco Transaction

—

Other (gains) and losses

(4)

(1)

(93)

Other adjusting items (1)(4)

Tax normalization (2)

(17)

(5)

(16)

(48)

Adjusted earnings (loss)

180

106

403

305

Weighted average number of common shares (million shares) (3)

175

174

175

Weighted average number of common shares adjusted for the effects of dilution (million shares) (3)

177

176

177

Adjusted earnings (loss) per share ($ per share)

Basic

1.03

0.61

2.31

1.74

Diluted

1.02

0.60

2.29

1.72

(1)

Other adjusting items for the three months ended September 30, 2025, include: (i) the share of depreciation, income taxes and other adjustments for investments in joint ventures and associates of $8 million (2024 - $4 million); (ii) other income of $3 million (2024 - $3 million); and (iii) realized gains and losses on risk management and other assets and liabilities related to underlying physical sales activity in another period of $3 million gain (2024 - nil). Other adjusting items for the nine months ended September 30, 2025, include: (i) the share of depreciation, income taxes and other adjustments for investments in joint ventures and associates of $21 million (2024 - $11 million); (ii) other income of $6 million (2024 - $8 million); (iii) realized gains and losses on risk management and other assets and liabilities related to underlying physical sales activity in another period of $4 million gain (2024 - $12 million loss); (iv) adjustment to foreign exchange gains and losses related to cash pooling arrangements of $4 million gain (2024 - $4 million loss); and (v) realized risk management gains related to interest rate swaps, as these gains do not relate to commodity sale and purchase transactions, of nil (2024 -$2 million gain).

(2)

The tax normalization adjustment was applied to net earnings (loss) adjusting items that were considered temporary differences, such as acquisition, integration and other costs, unrealized foreign exchange gains and losses, unrealized gains and losses on risk management and other, gains and losses on asset disposals, changes in fair value of redemption options, changes in estimates of environmental provisions, loss on inventory write-downs for which there are offsetting associated risk management derivatives with unrealized gains, impairments of non-current assets and costs related to the Sunoco Transaction. The tax impact was estimated using the effective tax rates applicable to jurisdictions where the related items occur.

(3)

Weighted average number of common shares is calculated in accordance with Parkland's accounting policy contained in Note 2 of the Annual Consolidated Financial Statements.

(4)

For comparative purposes, certain amounts were reclassified between realized and unrealized gain/(loss) on risk management with no changes to Adjusted earnings (loss) to conform to the presentation used in the current period.

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 Q3 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.

Three months ended

Trailing twelve

months ended

September 30,

2025

($ millions, unless otherwise noted)

December

31, 2024

March 31,

2025

June 30,

2025

September 30,

2025

Cash generated from (used in) operating activities

462

286

502

396

1,646

Reverse: Change in other assets and other liabilities

(7)

Reverse: Net change in non-cash working capital related to operating activities (1)

(180)

(87)

(172)

Include: Maintenance capital expenditures

(96)

(62)

(70)

(56)

(284)

Include: Dividends received from investments in associates and joint ventures

Include: Interest on leases and long-term debt

(87)

(89)

(83)

(82)

(341)

Include: Payments of principal amount on leases

(76)

(77)

(74)

(71)

(298)

Available cash flow

110

117

187

254

668

Weighted average number of common shares (millions) (2)

174

TTM Available cash flow per share

3.83

Three months ended

Trailing twelve

months ended

September 30,

2024

($ millions, unless otherwise noted)

December

31, 2023

March 31,

2024 (1)

June 30,

2024

September 30,

2024

Cash generated from (used in) operating activities

417

217

450

406

1,490

Reverse: Change in other assets and other liabilities

(4)

(68)

(41)

Reverse: Net change in non-cash working capital related to operating activities (1)

(34)

Include: Maintenance capital expenditures

(93)

(59)

(53)

(71)

(276)

Include: Dividends received from investments in associates and joint ventures

Include: Interest on leases and long-term debt

(88)

(85)

(88)

(85)

(346)

Include: Payments on principal amount on leases

(71)

(64)

(69)

(275)

Available cash flow

181

222

137

627

Weighted average number of common shares (millions) (2)

175

TTM Available cash flow per share

3.58

(1)

For comparative purposes, certain amounts within the net change in non-cash working capital related to operating activities for the three months ended March 31, 2024, were revised to conform to the current period presentation.

(2)

Weighted average number of common shares is calculated in accordance with Parkland's accounting policy contained in Note 2 of the Annual Consolidated Financial Statements.

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.

($ millions, unless otherwise noted)

Three months ended

ROIC

December

31, 2024

March 31,

2025

June 30,

2025

September

30, 2025

Trailing twelve

months ended

September 30,

2025

Net earnings (loss)

(29)

172

129

336

Add/(less):

Income tax expense (recovery)

(8)

Acquisition, integration and other costs

178

Depreciation and amortization

210

202

220

213

845

Finance cost

375

(Gain) loss on foreign exchange - unrealized

(2)

(5)

(4)

(Gain) loss on risk management and other - unrealized

(51)

(3)

(17)

Costs related to the Sunoco Transaction

—

Other (gains) and losses

(19)

(70)

(4)

(63)

Other adjusting items

(6)

Adjusted EBITDA

428

375

508

540

1,851

Less: Depreciation and amortization

(210)

(202)

(220)

(213)

(845)

Less: Pro-forma depreciation and amortization on

assets classified as held for sale

(7)

—

Adjusted EBIT

211

166

302

327

1,006

Average effective tax rate

21.9 %

Less: Taxes

(220)

Net operating profit after tax

786

Opening invested capital

9,306

Closing invested capital

9,280

Average invested capital

9,293

Return on invested capital

8.5 %

Invested Capital

September 30,

($ millions, unless otherwise noted)

2025

2024

Long-term debt - current portion

848

220

Long-term debt

5,569

6,104

Long-term debt in liabilities classified as held for sale (1)

181

Shareholders' equity

3,267

3,164

Exclude: Cash and cash equivalents

(406)

(363)

Total

9,280

9,306

($ millions, unless otherwise noted)

Three months ended

ROIC

December

31, 2023

March 31,

2024

June 30,

2024

September

30, 2024

Trailing twelve

months ended

September 30,

2024

Net earnings (loss)

(5)

242

Add/(less):

Income tax expense (recovery)

(15)

(29)

(7)

Acquisition, integration and other costs

179

Depreciation and amortization

222

206

202

207

837

Finance cost

375

(Gain) loss on foreign exchange - unrealized

—

(Gain) loss on risk management and other - unrealized (2)

(48)

Other (gains) and losses

(1)

Other adjusting items (2)

Adjusted EBITDA

463

327

504

431

1,725

Less: Depreciation and amortization

(222)

(206)

(202)

(207)

(837)

Adjusted EBIT

241

121

302

224

888

Average effective tax rate

19.0 %

Less: Taxes

(169)

Net operating profit after tax

719

Opening invested capital

9,238

Closing invested capital

9,306

Average invested capital

9,272

Return on invested capital

7.8 %

Invested Capital

September 30,

($ millions, unless otherwise noted)

2024

2023

Long-term debt - current portion

220

180

Long-term debt

6,104

6,227

Long-term debt in liabilities classified as held for sale (1)

181

—

Shareholders' equity

3,164

3,259

Exclude: Cash and cash equivalents

(363)

(428)

Total

9,306

9,238

(1)

For comparative purposes, long-term debt in liabilities classified as held for sale were included as part of invested capital as at September 30, 2024, to conform to the current period presentation.

(2)

For comparative purposes, certain amounts were reclassified between realized and unrealized gain/(loss) on risk management for the three months ended March 31, 2024, with no changes to Adjusted EBITDA.

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.

Three months ended

September 30,

Nine months ended

September 30,

($ millions, unless otherwise noted)

2025

2024

% (1)

2025

2024

% (1)

Food and Company C-Store revenue

248

242

Add:

Point-of-sale ("POS") value of goods and services sold at Food and Company C-Store operated by retailers and franchisees (2)

313

312

876

891

Less:

Rental and royalty income from retailers, franchisees and other (3)

(64)

(62)

(182)

(184)

Same Store revenue adjustments (4) (excluding cigarettes)

(15)

(14)

(41)

(38)

Food and Company C-Store same-store sales (including cigarettes)

320

318

0.5 %

901

911

(1.2) %

Less:

Same Store revenue adjustments (4) (cigarettes)

(102)

(109)

(284)

(312)

Food and Company C-Store same-store sales (excluding cigarettes)

218

209

4.1 %

617

599

2.7 %

Three months ended

September 30,

Nine months ended

September 30,

($ millions, unless otherwise noted)

2024

2023

% (1)

2024

2023

% (1)

Food and Company C-Store revenue

242

230

Add:

Point-of-sale ("POS") value of goods and services sold at Food and Company C-Store operated by retailers (2)

314

331

895

925

Less:

Rental income from retailers and other (3)

(61)

(67)

(183)

(186)

Same Store revenue adjustments (4)(5) (excluding cigarettes)

(15)

(13)

(43)

(39)

Food and Company C-Store same-store sales (including cigarettes)

320

332

(3.8) %

911

930

(2.2) %

Less:

Same Store revenue adjustments (4)(5) (cigarettes)

(109)

(118)

(309)

(331)

Food and Company C-Store same-store sales (excluding cigarettes)

211

214

(1.1) %

602

599

0.3 %

(1)

Percentages are calculated based on actual amounts and are impacted by rounding.

(2)

POS values used to calculate Food and Company C-Store SSSG are not a Parkland financial measure and do not form part of Parkland's consolidated financial statements, as Parkland earns rental income from retailers in the form of a percentage rent on convenience store sales. POS values are calculated based on the information obtained from Parkland's POS systems at retail sites, including transactional data, such as sales, costs, and volumes, which are subject to internal controls over financial reporting. We also use this data to calculate rental income from retailers in the form of a percentage rent on convenience store sales, which is recorded as revenue in our consolidated financial statements.

(3)

Includes rental income from retailers in the form of a percentage rent on Food and Company C-Store sales, royalty, and franchisee fees and excludes revenues from automated teller machines, POS system licensing fees, and other.

(4)

This adjustment excludes the effects of acquisitions, 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, to derive a comparable same-store metric.

(5)

Excludes sales from acquisitions completed within the year as these will not impact the metric until after the completion of one year of the acquisitions when the sales or volume generated establishes the baseline for these metrics.

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 Q3 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:

($ millions, unless otherwise noted)

September 30, 2025

December 31, 2024

Leverage Debt

4,937

5,268

Leverage EBITDA

1,571

1,481

Leverage Ratio

3.1

3.6

($ millions, unless otherwise noted)

September 30, 2025

December 31, 2024

Long-term debt

6,417

6,641

Less:

Lease obligations

(1,091)

(1,054)

Cash and cash equivalents

(406)

(385)

Non-recourse debt (1)

(73)

(30)

Risk management liability (asset) (2)

(10)

(30)

Add:

Non-recourse cash (1)

Letters of credit and other

Leverage Debt

4,937

5,268

(1)

Represents non-recourse debt and non-recourse cash balance related to project financing.

(2)

Represents the risk management asset/liability associated with the spot element of the cross-currency swap designated in a cash flow hedge relationship to hedge the variability of principal cash flows of the 2024 Senior Notes resulting from changes in the spot exchange rates.

Three months ended

Trailing twelve

months ended

September 30, 2025

($ millions, unless otherwise noted)

December 31,

2024

March 31,

2025

June 30,

2025

September 30,

2025

Adjusted EBITDA

428

375

508

540

1,851

Share incentive compensation

Reverse: IFRS 16 impact (1)

(91)

(93)

(90)

(87)

(361)

348

290

425

460

1,523

Acquisition pro-forma adjustment (2)

Other adjustments (3)

Leverage EBITDA

1,571

(1)

Includes the impact of operating leases prior to the adoption of IFRS 16, previously recognized under operating costs, which aligns with management's view of the impact of earnings.

(2)

Includes the impact of pro-forma pre-acquisition EBITDA estimates based on anticipated benefits, costs and synergies from acquisitions.

(3)

Includes adjustments to normalize Adjusted EBITDA for non-recurring events relating to the unplanned shutdown at the Burnaby Refinery, completion of turnarounds at the Burnaby Refinery and the EBITDA attributable to EV charging operations financed through non-recourse project financing.

Three months ended

Trailing twelve

months ended

December 31, 2024

($ millions, unless otherwise noted)

March 31,

2024

June 30,

2024

September

30, 2024

December

31, 2024

Adjusted EBITDA

327

504

431

428

1,690

Share incentive compensation

Reverse: IFRS 16 impact (1)

(83)

(80)

(84)

(91)

(338)

250

432

353

348

1,383

Acquisition pro-forma adjustment (2)

Other adjustments (3)

Leverage EBITDA

1,481

(1)

Includes the impact of operating leases prior to the adoption of IFRS 16, previously recognized under operating costs, which aligns with management's view of the impact of earnings.

(2)

Includes the impact of pro-forma pre-acquisition EBITDA estimates based on anticipated benefits, costs and systems from acquisitions.

(3)

Includes adjustments to normalize Adjusted EBITDA for non-recurring events relating to the unplanned shutdowns at the Burnaby Refinery and the EBITDA attributable to EV charging operations financed through non-recourse project financing.

Measures of Segment Profit (Loss) and Total of Segments Measures

Adjusted earnings (loss) before interest, taxes, depreciation and amortization ("Adjusted EBITDA") is a measure of segment profit (loss) and its aggregate is a total of segments measure used by the chief operating decision maker to make decisions about resource allocation to the segment and to assess its performance. In accordance with IFRS Accounting Standards, adjustments and eliminations made in preparing an entity's financial statements and allocations of revenue, expenses, and gains or losses shall be included in determining reported segment profit (loss) only if they are included in the measure of the segment's profit (loss) that is used by the chief operating decision maker. As such, Parkland's Adjusted EBITDA is unlikely to be comparable to measures of segment profit (loss) presented by other issuers, who may calculate these measures differently. Parkland views Adjusted EBITDA as the key measure for the underlying core operating performance of business segment activities at an operational level. Adjusted EBITDA is used by management to set targets for Parkland (including annual guidance and variable compensation targets) and is used to determine Parkland's ability to service debt, finance capital expenditures and provide for dividend payments to shareholders. See Section 15 of the Q3 2025 MD&A, which is incorporated by reference into this news release, for the detailed definition and composition of Adjusted EBITDA. Refer to the table below for the reconciliation of Adjusted EBITDA to net earnings (loss), which is the most directly comparable financial measure, for the three and nine months ended September 30, 2025 and September 30, 2024.

Three months ended

September 30,

Nine months ended

September 30,

($ millions)

2025

2024

2025

2024

Adjusted EBITDA (1)

540

431

1,423

1,262

Less/(add):

Acquisition, integration and other costs

137

Depreciation and amortization

213

207

635

615

Finance costs

283

286

(Gain) loss on foreign exchange – unrealized

(2)

(Gain) loss on risk management and other – unrealized (4)

(3)

(48)

(51)

Costs related to the Sunoco Transaction

—

Other (gains) and losses (2)

(4)

(1)

(93)

Other adjusting items (3)(4)

Income tax expense (recovery)

Net earnings (loss)

129

365

156

(1)

Total of segments measure. See Section 15 of the Q3 MD&A.

(2)

Other (gains) and losses for the three months ended September 30, 2025, include: (i) $3 million gain (2024 - $24 million loss) in others; (ii) $3 million (2024 - $3 million) in other income; (iii) $1 million non-cash valuation loss (2024 - $5 million loss) due to the change in estimates of environmental provisions; (iv) $1 million loss (2024 - $2 million gain) on disposal of assets; and (v) nil non-cash valuation (2024 - $25 million gain) due to change in fair value of redemption options. Other (gains) and losses for the nine months ended September 30, 2025, include: (i) $76 million non-cash valuation gain (2024 - $1 million gain) due to change in fair value of redemption options; (ii) $10 million (2024 - $8 million) in other income; (iii) $3 million gain (2024 -$33 million loss) in others; (iv) $3 million non-cash valuation gain (2024 - $11 million gain) due to the change in estimates of environmental provisions; and (v) $1 million gain (2024 - $5 million gain) on disposal of assets.

(3)

(4)

For comparative purposes, certain amounts were reclassified between realized and unrealized gain/(loss) on risk management for the nine months ended September 30, 2024, with no changes to Net earnings (loss).

Supplementary Financial Measures

Parkland uses a number of supplementary financial measures, including TTM Cash generated from (used in) operating activities, TTM Cash generated from (used in) operating activities per share, liquidity available and Adjusted EBITDA Guidance and Capital Expenditure Guidance, to evaluate the success of our strategic objectives. These measures may not be comparable to similar measures presented by other issuers, as other issuers may calculate these measures differently. See Section 15 of the Q3 2025 MD&A, which is incorporated by reference into this news release, for further details regarding supplementary financial measures used by Parkland, including the composition of such measures.

Non-Financial Measures

Parkland uses a number of non-financial measures, including Company SSVG, composite utilization and total recordable injury frequency rate, to measure the success of our strategic objectives and to set variable compensation targets for employees, where applicable. These non-financial measures are not accounting measures, do not have comparable IFRS Accounting Standards measures, and may not be comparable to similar measures presented by other issuers, as other issuers may calculate these metrics differently. See Section 15 of the Q3 2025 MD&A, which is incorporated by reference into this news release, for further details on the non-financial measures used by Parkland.

SOURCE Parkland Corporation