8-K
Calumet, Inc. /DE (CLMT)
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): January 6, 2026
CALUMET, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-42172 | 36-5098520 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 1060 N Capitol Ave | ||
| --- | ||
| 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) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>symbol(s) | Name of each exchange<br> <br>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 7.01 | Regulation FD Disclosure. |
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On January 6, 2026, Calumet, Inc. (the “Company”) announced that, subject to market conditions, its wholly owned subsidiaries, Calumet Specialty Products Partners, L.P. (the “Partnership”) and Calumet Finance Corp. (together with the Partnership, the “Issuers”), intend to offer $350.0 million in aggregate principal amount of senior unsecured notes due 2031 (the “Notes”) in a private placement to eligible purchasers (the “Offering”). In connection with the Offering, the Company is providing certain information regarding the Company to prospective investors in a preliminary offering memorandum, dated January 6, 2026, and such information is furnished as Exhibit 99.1 hereto. The Company intends to use the net proceeds from the Offering, together with cash on hand and borrowings under its revolving credit facility, to redeem all of the Issuers’ outstanding 11.00% Senior Notes due 2026 on or around January 21, 2026 and $275.0 million aggregate principal amount of the Issuers’ outstanding 8.125% Senior Notes due 2027 on or around January 16, 2026.
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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
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On January 6, 2026, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference, announcing the Offering.
The press release attached hereto as Exhibit 99.2 shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The Notes will not be registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws.
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of federal securities laws. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control. All statements, other than historical facts included in this Current Report on Form 8-K, are forward-looking statements. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. Although the Company believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits
| Exhibit<br> <br>No. | Exhibit Title or Description |
|---|---|
| 99.1 | Certain information being provided to potential investors in the Offering. |
| 99.2 | Press Release, dated January 6, 2026, announcing the Offering. |
| 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: January 6, 2026 | By: | /s/ David Lunin |
| Name: | David Lunin | |
| Title: | Executive Vice President and<br> <br>Chief Financial Officer |
EX-99.1
Exhibit 99.1
Our Assets
Our primary operating assets consist of:
| Facility | Location | Year Acquired | Total Sales Volume for theNine MonthsEndedSeptember 30, 2025(in Barrels per Day) | Products |
|---|---|---|---|---|
| Calumet Packaging | Louisiana | 2012 | 1,343 | Specialty products including premium industrial and consumer synthetic lubricants, fuels and solvents |
| Royal Purple | Texas | 2012 | 342 | Specialty products including premium consumer synthetic lubricants |
| Missouri | Missouri | 2012 | 182 | Specialty products including polyol ester-based synthetic lubricants |
| Karns City | Pennsylvania | 2008 | 1,750 | Specialty white mineral oils, solvents, petrolatums, gelled hydrocarbons, cable fillers and natural petroleum sulfonates |
| Dickinson | Texas | 2008 | 684 | Specialty white mineral oils, compressor lubricants and natural petroleum sulfonates |
| Cotton Valley | Louisiana | 1995 | 5,241 | Specialty solvents used principally in the manufacture of paints, cleaners, automotive products and drilling fluids |
| Princeton | Louisiana | 1990 | 5,290 | Specialty lubricating oils, including process oils, base oils, transformer oils, refrigeration oils and asphalt |
| Shreveport | Louisiana | 2001 | 43,001 | Specialty lubricating oils and waxes, gasoline, diesel, jet fuel and asphalt |
| Montana Refining | Montana | 2012 | 14,232 | Specialty asphalt, gasoline, diesel and jet fuel |
| Montana<br> <br>Renewables | Montana | 2021 | 11,062 | Renewable diesel, sustainable aviation fuel, renewable hydrogen, renewable natural gas, renewable propane and renewable naphtha |
Storage, Distribution and Logistics Assets. We own and operate a product terminal in Burnham, Illinois with aggregate storage capacities of approximately 150,000 barrels. The Burnham terminal, as well as additional owned and leased facilities throughout the U.S., facilitate the distribution of products in the Upper Midwest, West Coast and Mid-Continent regions of the U.S. and Canada.
We also use approximately 2,300 leased railcars primarily to receive and ship crude oil and distribute our specialty and fuel products throughout the U.S. and Canada. In addition, we use approximately 350 leased railcars to source renewable feedstocks and distribute renewable fuels products into the western half of North America. In total, we have approximately 7.0 million barrels of aggregate storage capacity at our facilities and leased storage locations.
Montana Renewables. At our Montana Renewables facility, we process a variety of geographically advantaged renewable feedstocks into renewable diesel, sustainable aviation fuel, renewable hydrogen, renewable natural gas, renewable propane, and renewable naphtha. These renewable fuels are distributed into renewable markets in the western half of North America. Montana Renewables, which holds the portion of the Great Falls refinery that has been converted into a renewable fuels production facility, will be an unrestricted subsidiary for purposes of the indenture governing the notes, and as a result, it will not provide a guarantee of the notes, nor will it be subject to any of the restrictive covenants in the indenture governing the notes. Please read “Risk Factors — Risks Related to the Notes — Unrestricted subsidiaries will not be subject to the covenants in the indenture governing the notes.”
Business Strategies
Our management team is dedicated to improving our operations by executing the following strategies:
| • | Enhance Profitability of Our Existing Assets. We focus on identifying opportunities to improve our<br>asset base, deepening our competitive advantages, and increasing our throughput, profitability, and cash flows. Over the course of the first three quarters of 2025, we have reduced costs by $60.0 million. While reducing costs we have also<br>benefited from improved operational reliability due to previous investments in the hardening of our asset base. As a result, our Specialty Products and Solutions segment has been able to report record production levels for the nine months ended<br>September 30, 2025. |
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We have also streamlined the operations at our Montana Renewables facility and are planning an expansion project at the facility. As part of this project design, in 2022 we converted the historical Great Falls refinery into two independent facilities: Calumet Montana Refining (“CMR”), a 15,000 bpd specialty asphalt facility; and Montana Renewables, a 15,000 bpd renewable fuels production facility. We expanded our Montana Renewables facility in 2023, as we successfully commissioned a renewable hydrogen plant, a feedstock pre-treatment unit, and a sustainable aviation fuel (SAF) unit, making Montana Renewables one of the largest sustainable aviation fuels producers in the western hemisphere in 2024. Our next step in completing the MaxSAF^TM^ 150 expansion is expected to deliver 120 to 150 million gallons of annualized SAF production by the second quarter of 2026. We have previously announced an attractive return on investment project at an expected cost of $20.0 to $30.0 million.
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In 2024 and 2025, we continued our efforts to upgrade infrastructure at our Shreveport facility, which included projects to harden the existing assets to withstand severe weather events such as hurricanes and winter freezes. In addition to this, we installed a new pipeline connection at our Shreveport location that will provide the facility additional flexibility and access to more advantageous crude supply. Prior to 2024, we made investments in a polymerized modified asphalt unit at our Great Falls Specialty Asphalt facility (part of CMR) in 2022, additional wax blending assets at our Calumet Paralogics, LLC (“Paralogics”) facility in 2021, and the addition of storage capacity to increase sales of our most profitable solvents at our Cotton Valley facility in 2021. In addition, we have undertaken various small expansion and optimization projects in our Performance Brands segment over the past four years, including a new packaging line for 1.0 gallon cans of TruFuel to support growth, a new 2.1 gallon pail TruFuel line to meet the market demand for larger package sizes, and a new quart line in Porter, Texas to recognize efficiencies in packaging Bel-Ray products. We intend to continue increasing the profitability of our existing asset base through various low capital requirement measures which may include investments targeting more efficient logistics, improving the product mix of our processing units, and reducing costs through operational modernizations.
| • | Concentrate on Positive, Growing Cash Flows and Debt Reduction. We intend to continue to focus on<br>operating assets and businesses that generate positive and growing cash flows for debt reduction. As of September 30, 2025 and December 31, 2025, we had total intercompany indebtedness of $394.8 million and $392.9 million,<br>respectively. During the first three quarters of 2025, we reduced Restricted Group indebtedness related to our asset terminal financing arrangement by approximately $140.0 million. During the fourth quarter of 2025 we continued that trend and<br>reduced Restricted Group indebtedness by an additional $80.0 million for a total reduction of $220.0 million in indebtedness over the course of 2025. This debt reduction was the result of successful strategic activity and operational<br>performance. During 2025, we monetized our Royal Purple Industrial business and successfully closed the initial tranche of the DOE Loan for our Montana Renewables project. We also delivered strong performance in our key segments during 2024.<br>Approximately 81.9% of our continuing operations gross profit in 2024 was generated by our Specialty Products and Solutions segment, which is characterized by stable customer relationships due to our customers’ requirements for the specialized<br>products we provide. In addition, we manage our exposure to crude oil price fluctuations in this segment by passing on incremental feedstock costs to our specialty products customers. In our Performance Brands segment, which accounted for<br>approximately 41.3% of our continuing operations gross profit in 2024, we blend, package and market high performance products through our Royal Purple, Bel-Ray, and TruFuel brands. Our fast-growing portfolio<br>of high-performance brands is characterized by strong customer loyalty and stable cash flows. In our Montana/Renewables segment, which accounted for approximately (23.2)% of our continuing operations gross profit in 2024, we expect growth in cash<br>flows as a result of market recovery and higher throughput. Historically, renewable diesel margins have been both significantly higher and more stable than fuel margins, but 2024 was a trough condition. |
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| • | Develop and Expand Our Customer Relationships. Due to the specialized nature of certain of our products,<br>the high cost of replacement and the long lead-time associated with the development and production of many of our specialty products, our customers are incentivized to continue their relationships with us. We believe that we offer a more diversified<br>product slate to our customers than competitors do, and we also offer more technical support and bespoke services. In fiscal year 2024, we sold a range of over 1,900 specialty and fuels products to approximately 2,400 customers. We intend to<br>continue to assist our existing customers in their efforts to expand their product offerings, as well as marketing specialty product formulations and services to new customers. By continuing to service our long-term relationships with our broad base<br>of existing customers and by constantly targeting solutions for new customers, we seek to limit our dependence on any one portion of our customer base. |
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| • | Disciplined Approach to Strategic and Complementary Acquisitions. We do not expect to focus on large<br>acquisitions in the near term. However, should the right opportunity develop, our senior management team is prepared to consider acquiring low-risk assets where we can enhance operations and improve<br>profitability and product lines that will complement and expand our specialty product offerings. For example, in March 2020, we acquired Paralogics, a producer of candle and industrial wax blends, which expanded our presence in the specialty wax<br>blending and packaging market while adding new capabilities into our existing wax value chain. In the future, we intend to continue pursuing prudent, accretive acquisitions that will deepen our long-term competitive advantages. We intend to reduce<br>our leverage over time and maintain a capital structure that facilitates competitive access to the capital markets. |
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Proposed Replacement Credit Facility
We are currently in the process of entering into a replacement for our Credit Agreement (the “Replacement Credit Facility”). The Replacement Credit Facility is expected to be led by Bank of America, N.A., as agent for a group of lenders, and to be effected by an amendment to the Credit Agreement. The Replacement Credit Facility is expected to provide up to $500.0 million of financing, subject to borrowing base limitations. The covenants and other terms in the Replacement Credit Facility are subject to pending negotiation.
This offering is not conditioned on our entry into the Replacement Credit Facility, and we cannot assure you that we will enter into the Replacement Credit Facility on the terms described in this offering memorandum or at all.
Other Information
The Company expects to provide $100 million in Company-wide cost reductions in 2025, which is expected to include approximately $61 million in operating cost reductions as of September 30, 2025, between $15 million and $20 million of crude logistics cost reduction and enhanced feedstock flexibility and between $15 million and $20 million of year-over-year capital expenditures reduction. The Company’s estimated total recourse debt as of December 31, 2025 was approximately $1.453 billion. As of December 31, 2025, the Company had $127.0 million of unrestricted cash and cash equivalents. As of September 30, 2025 and December 31, 2025, the Restricted Group had $8.6 million and $10.0 million, respectively, of cash and cash equivalents. As of December 31, 2025, the Company had $80.0 million of restricted cash. As of December 31, 2025, the Company had $242.5 million in availability under our revolving credit facility based on an approximate $412.3 million borrowing base, $75.2 million in outstanding standby letters of credit and $94.6 million in outstanding borrowings.
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EX-99.2
Exhibit 99.2
Calumet Announces $350 Million Private Placement of Senior Notes due 2031 and Issues Notices of Conditional Redemption for All of the Outstanding 11.00%Senior Notes due 2026 and $275 Million of the Outstanding 8.125% Senior Notes due 2027
INDIANAPOLIS, January 6, 2026 /PRNewswire/ — Calumet, Inc. (NASDAQ: CLMT) (the “Company” or “Calumet”) today announced that, subject to market conditions, its wholly owned subsidiaries, Calumet Specialty Products Partners, L.P. (the “Partnership”) and Calumet Finance Corp. (together with the Partnership, the “Issuers”), intend to offer (the “Offering”) for sale to eligible purchasers in a private placement under Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), $350 million in aggregate principal amount of senior unsecured notes due 2031. Calumet intends to use all of the net proceeds from the Offering, together with cash on hand and borrowings under its revolving credit facility, to redeem all of the Issuers’ outstanding 11.00% Senior Notes due 2026 (the “2026 Notes”) and $275 million aggregate principal amount of the Issuers’ outstanding 8.125% Senior Notes due 2027 (the “2027 Notes”) (collectively, the “Redemptions”).
Calumet also announced today that the Issuers have delivered notices of conditional redemption for (i) all of the outstanding 2026 Notes and (ii) $275 million aggregate principal amount of the outstanding 2027 Notes, in each case, at a redemption price of par, plus accrued and unpaid interest to but not including the applicable redemption date. The redemption date for the 2026 Notes and the 2027 Notes provided in the applicable notice of conditional redemption is January 21, 2026 and January 16, 2026, respectively. The Issuers’ obligation to redeem the 2026 Notes and the 2027 Notes is conditioned upon, on or before January 21, 2026 with respect to the 2026 Notes and January 16, 2026 with respect to the 2027 Notes, the completion of an offering of at least $325 million aggregate principal amount of the Issuers’ senior debt securities. Calumet will publicly announce and notify the holders of the 2026 Notes, the holders of the 2027 Notes and the Trustee (as defined below) if the foregoing condition is not satisfied, whereupon the Redemptions will be revoked and all of the 2026 Notes and the 2027 Notes will remain outstanding. Wilmington Trust, National Association is the trustee (the “Trustee”) for the 2026 Notes and the 2027 Notes and is serving as the paying agent for the Redemptions.
The securities to be offered will not be, and have not been, registered under the Securities Act, or any state securities laws, and unless so registered, the securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Calumet plans to offer and sell the securities only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.
This press release does not constitute a notice of redemption with respect to the 2026 Notes or the 2027 Notes. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
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 “will,” “may,” “intend,” “believe,” “expect,” “outlook,” “forecast,” “anticipate,” “estimate,” “continue,” “plan,” “should,” “could,” “would,” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. The statements discussed in this press release that are not purely historical data are forward-looking statements, including, but not limited to, the statements regarding the Offering and the use of proceeds therefrom and the Redemptions. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While our management considers these assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in our forward-looking statements. For additional information regarding known material risks, uncertainties and other factors that can affect future results, please see our filings with the Securities and Exchange Commission (“SEC”), including the risk factors and other cautionary statements in the latest Annual Report on Form 10-K of the Company and other filings with the SEC by the Company. 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, except to the extent required by applicable law.
SOURCE Calumet, Inc.
For further information: Investors: John Kompa 317-957-5237; Public Relations: Media Oakes 317-957-5319
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