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Fair Value Measurements

3 Months Ended

Mar. 31, 2026

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 7—Fair Value Measurements

The Company follows the authoritative guidance for fair value measurements with respect to assets and liabilities that are measured at fair value on a recurring basis and non-recurring basis. Under the standard, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as of the measurement date. The standard also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs developed based on market data obtained from sources independent of the Company that market participants would use in valuing the asset or liability. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy consists of the following three levels: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly; and Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company’s U.S. government issued debt securities are classified within Level 1 because they are valued using the most recent quoted prices for identical assets in active markets. Certificates of deposit are classified within Level 2 because they are valued using the most recent quoted prices for identical assets in markets that are not active and quoted prices for similar assets in active markets.

The Company used the income approach to value its embedded derivatives in its fueling agreements under the Company’s truck financing program (see Note 6). Under the income approach, the Company used a discounted cash flow (“DCF”) model in which cash flows anticipated over the term of the contracts are discounted to their present value using an expected discount rate. The discount rate used for cash flows reflects the specific risks in spot and forward rates and credit valuation adjustments. This valuation approach is considered a Level 3 fair value measurement. The significant unobservable inputs used in the fair value measurement of the Company’s derivative instruments are Ultra-Low Sulfur Diesel (“ULSD”) forward prices and differentials from ULSD to Petroleum Administration for Defense District (“PADD”) regions. Significant increases (decreases) in any of those inputs in isolation would result in a significantly (lower) higher fair value measurement. Generally, a change in the ULSD forward prices is accompanied by a directionally opposite but less extreme change in the ULSD-PADD differential.

​

The Company estimated the fair value of embedded derivatives in its fueling agreements under the Company’s truck financing program based on the following inputs as of December 31, 2025 and March 31, 2026:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	December 31, 2025				​	March 31, 2026
Significant Unobservable Inputs	​ ​ ​	Input Range	​ ​ ​	Weighted Average		​ ​ ​	Input Range	​ ​ ​	Weighted Average
ULSD Gulf Coast Forward Curve	​	$2.09 - $2.16	​	$	2.12	​	$ 2.43 - $ 2.45	​	$	2.43
Historical Differential to PADD 3 Diesel	​	$.73 - $1.62	​	$	1.15	​	$ .73 - $ 1.43	​	$	1.13
Historical Differential to PADD 5 Diesel	​	$2.28 - $3.16	​	$	2.59	​	$ 2.28 - $ 3.39	​	$	2.57

​

Investment Tax Credit

The Company’s Investment Tax Credit (“ITC”) is recorded at fair value equal to the price that the Company expects to receive upon sale of the tax credit in an orderly transaction to a third party. The Company estimates the fair value by applying a discount for monetization to the gross value of the tax credit, reflecting the risk profile of the transferable tax credit market and the Company’s assessment of market participant assumptions.

There were no transfers of assets or liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy as of December 31, 2025 or March 31, 2026.

The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2025 and March 31, 2026 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​ ​ ​

December 31, 2025

​ ​ ​

Level 1

​ ​ ​

Level 2

​ ​ ​

Level 3

Assets:

​

​

​

​

​

​

​

​

Available-for-sale securities:

​

​

​

​

​

​

​

​

U.S. government securities(1)

​

$

—

​

$

—

​

$

—

​

$

—

Certificates of deposit(1)

​

552

​

—

​

​

552

​

​

—

Embedded derivatives(2)

​

​

957

​

—

​

—

​

957

Investment tax credit

​

​

16,564

​

​

—

​

—

​

16,564

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​ ​ ​

March 31, 2026

​ ​ ​

Level 1

​ ​ ​

Level 2

​ ​ ​

Level 3

Assets:

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​

​

​

​

​

​

Available-for-sale securities:

​

​

​

​

​

​

​

​

U.S. government securities(1)

​

$

70,203

​

$

70,203

​

$

—

​

$

—

Certificates of deposit(1)

​

​

552

​

​

—

​

​

552

​

​

—

Embedded derivatives(2)

​

1,575

​

—

​

—

​

1,575

Investment tax credit

​

$

16,564

​

—

​

—

​

16,564

(1) Included in “Short-term investments” in the accompanying condensed consolidated balance sheets. See note 5 for more information.

(2) Included in “Notes receivable and other long-term assets, net” as of December 31, 2025 and March 31, 2026 in the accompanying condensed consolidated balance sheets. See Note 6 for more information.

The following table provides a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis as shown in the tables above that used significant unobservable inputs (Level 3), as well as the change in unrealized gains or losses for the periods included in earnings or other comprehensive income (loss) (in thousands):

​	​	​	​	​	​	​	​
​	​	Assets:		​	Assets:		​
​	​	Embedded		​	Convertible		​
​	​ ​ ​	Derivatives		​	Promissory Note		​
Balance as of December 31, 2024	​	$	2,621	​	$	2,372	​
Settlements, net	​	​	—	​	​	—	​
Total (loss) gain	​	​	(556)	​	​	66	​
Additions	​	​	—	​	​	1,751	​
Equity method investment loss	​	​	—	​	​	(1,551)	​
Balance as of March 31, 2025	​	$	2,065	​	$	2,638	​
​	​	​	​	​	​	​	​
Balance as of December 31, 2025	​	$	957	​	$	—	​
Settlements, net	​	​	—	​	​	—	​
Total gain	​	​	618	​	​	—	​
Additions	​	​	—	​	​	—	​
Equity method investment loss	​	​	—	​	​	—	​
Balance as of March 31, 2026	​	$	1,575	​	$	—	​
​	​	​	​	​	​	​	​
Change in unrealized (loss) gain for the year ended March 31, 2025 included in earnings	​	$	(556)	​	$	66	​
Change in unrealized gain for the year ended March 31, 2026 included in earnings	​	$	618	​	$	—	​
Change in unrealized gain for the year ended March 31, 2025 included in other comprehensive income (loss)	​	$	—	​	$	—	​
Change in unrealized gain for the year ended March 31, 2026 included in other comprehensive income (loss)	​	$	—	​	$	—	​

​

​

Other Financial Assets and Liabilities

The carrying amounts of the Company’s cash, cash equivalents, receivables and payables approximate fair value due to the short-term nature of those instruments.

Debt instruments as of December 31, 2025 consisted of the following (in thousands):

​	​	​	​	​	​	​
​	​	Net Carrying		​	Estimated
​	​ ​ ​	Amounts		​	Fair Value
Stonepeak Term Loan	​	$	226,621	​	$	208,348
Other Debt	​	​	158	​	​	158
Total Debt	​	$	226,779	​	$	208,506

​

Debt instruments as of March 31, 2026 consisted of the following (in thousands):

​	​	​	​	​	​	​
​	​	Net Carrying		​	Estimated
​	​ ​ ​	Amounts		​	Fair Value
Stonepeak Term Loan	​	$	227,761	​	$	226,219
Other Debt	​	​	146	​	​	146
Total Debt	​	$	227,907	​	$	226,365

​

The fair values of these debt instruments were estimated using a DCF analysis based on imputed interest rates, which are Level 3 inputs. See Note 12 for more information about the Company’s debt instruments.

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- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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