8-K - CLMT - Equibles

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 23, 2026

CALUMET, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-42172		36-5098520
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1060 N. Capital Avenue

Suite 6-401

Indianapolis , Indiana **** 46204

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code ( 317 ) 328-5660

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:


Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		CLMT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 23, 2026, Jennifer G. Straumins notified the Board of Directors (the “Board”) of Calumet, Inc. (the “Company”) of her decision not to stand for re-election to the Board and to retire at the end of her term, which expires at the Company’s 2026 Annual Meeting of Stockholders. Her decision not to stand for re-election and to retire from the Board is not the result of any disagreement with the operations, policies or practices of the Company.

Item 7.01 Regulation FD Disclosure.

On March 25, 2026, the Company issued a press release announcing that Ms. Straumins will not stand for re-election to the Board as discussed above, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and Exhibit 99.1 be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Title or Description
99.1		Press release, dated March 25, 2026.
104		Cover Page Interactive Data File- the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	CALUMET, INC.


Date: March 25, 2026	By:	/s/ David Lunin
		Name: David Lunin
		Title: Executive Vice President and Chief Financial Officer

Exhibit 99.1 Calumet Announces Board Member Will Not Stand for Re-Election

INDIANAPOLIS— (PR NEWSWIRE) — March 25, 2026 — Calumet, Inc. (NASDAQ: CLMT) ("Calumet" or the “Company”) announced today that Jennifer Straumins, a member of the Company’s Board of Directors (the “Board”), has informed the Board of her decision not to seek re-election and to retire at the end of her current term, which expires at the Company’s 2026 Annual Meeting of Stockholders.

Straumins has served on the Board since July 2024, previously served on the board of Calumet GP, LLC (the “General Partner”) from February 2021 to July 2024, and was also an employee of the Partnership for 13 years. Straumins currently serves on the Board’s Strategy and Growth and Risk Committees.

“On behalf of Calumet and the entire Board, I would like to sincerely thank Jennifer for her dedicated commitment and outstanding contributions,” said Steve Mawer, Chair of the Board. “Her extensive specialty products experience and knowledge have been incredibly valuable to the Board.”

“Jennifer has also been a passionate partner to management, and I want to personally thank her for her leadership, support, and tireless dedication,” said Todd Borgmann, CEO. “Jennifer has made a lasting impact on Calumet, and we will build on the strong foundation she has helped establish as we continue to execute our growth strategy.”

“I’d like to thank Steve and Todd for the incredible opportunity to serve on the board these past 5 years. I’d also like to thank Fred Fehsenfeld, Amy Schumacher, and The Heritage Group for so many great experiences. I am especially grateful I had the opportunity to work with and learn from my dad, Bill Grube. Calumet has been a part of my family since I was 16 years old and will always have a special place in my life. I also want to thank the investors and banking partners for all the support over the years. I know the best is still to come for Calumet and the outstanding team in place,” said Jennifer Straumins.

The Board, with the assistance of its Nominating and Governance Committee, will continue to evaluate Board composition and skills to ensure alignment with the Company’s strategy and governance best practices.

About Calumet

Calumet, Inc. (NASDAQ: CLMT) manufactures, formulates, and markets a diversified slate of specialty branded products and renewable fuels to customers across a broad range of consumer-facing and industrial markets. Calumet is headquartered in Indianapolis, Indiana and operates twelve facilities throughout North America.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements and information in this press release may constitute "forward-looking statements." The words "believe," "expect," "anticipate," "plan," "intend," "should," "would," "could" or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us and include those related to future growth and governance of the Company. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Important factors that could cause actual results to differ materially from those in the forward-looking statements include actions by shareholders or nominees, market conditions, regulatory changes, and factors discussed in our filings with Securities and Exchange Commission, including our latest Annual Report on Form 10-K and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

Investors:

John Kompa 317-957-5237

John.Kompa@calumetspecialty.com

Public Relations:

Media Oakes 317-957-5319

Media.Oakes@calumetspecialty.com