Calumet issues $150M 9.75% notes due 2031

Rhea-AI Filing Summary

Calumet, Inc. has completed a private placement of $150 million in additional 9.75% Senior Notes due 2031 through its subsidiaries Calumet Specialty Products Partners, L.P. and Calumet Finance Corp. The notes were sold at 105% of par, generating net proceeds of approximately $154.9 million.

The company intends to use these proceeds to repay borrowings outstanding under its revolving credit facility, effectively terming out a portion of its short-term debt into longer-dated senior notes. These Additional Notes form a single series with the existing $405 million of 9.75% Senior Notes due 2031, sharing the same terms other than initial offering price.

Insights

Credit & capital structure analyst

Calumet replaces revolver borrowings with higher‑coupon long-term notes.

Calumet’s subsidiaries issued $150 million of 9.75% Senior Notes due 2031, priced at 105% of par for net proceeds of about $154.9 million. Management plans to use the cash to repay borrowings under the revolving credit facility.

This shifts funding from a secured, short-term revolving line to fixed-rate senior notes with a defined maturity. While the 9.75% coupon is expensive, pushing debt out to 2031 can stabilize liquidity and reduce refinancing risk linked to the revolver.

The notes increase the total 9.75% Senior Notes due 2031 to $555 million (including $405 million Existing Notes). Future disclosures may clarify how this mix of revolver and long-term notes affects interest expense and leverage over upcoming reporting periods.

8-K Event Classification

3 items: 1.01, 2.03, 7.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt transaction did Calumet, Inc. (CLMT) complete in this 8-K?

Calumet completed a private placement of $150 million in Additional 9.75% Senior Notes due 2031. The notes were issued by its subsidiaries under Rule 144A and Regulation S, expanding an existing series of 9.75% senior notes first issued in January 2026.

At what price were Calumet’s new 9.75% Senior Notes due 2031 issued?

The Additional 9.75% Senior Notes due 2031 were issued at 105% of par value. This premium pricing, plus accrued interest from January 12, 2026, resulted in net proceeds of approximately $154.9 million after deducting purchaser discounts and offering expenses.

How will Calumet, Inc. (CLMT) use the $154.9 million net proceeds from the notes?

Calumet intends to use the approximately $154.9 million in net proceeds to repay borrowings outstanding under its revolving credit facility. This effectively converts shorter-term revolver debt into longer-dated fixed-rate senior notes maturing in 2031, as described in the filing and press release.

What is the total amount of Calumet’s 9.75% Senior Notes due 2031 after this offering?

After the Additional Notes offering, Calumet’s subsidiaries have $555 million in aggregate principal amount of 9.75% Senior Notes due 2031. This consists of $405 million of Existing Notes issued January 12, 2026, plus the new $150 million Additional Notes forming the same series.

Who guarantees Calumet’s 9.75% Senior Notes due 2031?

The notes are guaranteed on a senior unsecured basis by Calumet, Inc., Calumet GP, LLC and all existing subsidiaries of the partnership, excluding Calumet Finance Corp., unrestricted subsidiaries, Montana Renewables Holdings LLC, Montana Renewables, LLC and certain immaterial restricted subsidiaries, as detailed in the filing’s description of guarantees.

When do Calumet’s 9.75% Senior Notes due 2031 mature and pay interest?

The 9.75% Senior Notes due 2031 mature on February 15, 2031. Interest is payable semi-annually in arrears on February 15 and August 15 each year, beginning August 15, 2026, providing investors with regular fixed coupon payments over the life of the notes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 03/17/2026 - 05:15 PM Learn about SEC filing dates

Calumet, Inc. /DE false 0002013745 0002013745 2026-03-17 2026-03-17

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 17, 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 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)

☐ 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 1.01 Entry into a Material Definitive Agreement.

On March 17, 2026, Calumet Specialty Products Partners, L.P. (the “Partnership”) and Calumet Finance Corp. (“Finance Corp.” and, together with the Partnership, the “Issuers”), each a subsidiary of Calumet, Inc. (the “Company”), issued $150.0 million aggregate principal amount of the Issuers’ 9.75% Senior Notes due 2031 (the “Additional Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Additional Notes were issued at 105% of par, plus accrued interest from January 12, 2026, for net proceeds of approximately $154.9 million, after deducting the initial purchasers’ discount, estimated offering expenses and accrued interest. The Company intends to use the net proceeds from the offering of the Additional Notes to repay borrowings outstanding under the Company’s revolving credit facility.

The Additional Notes were issued under the Indenture, dated as of January 12, 2026 (the “Indenture”), among the Issuers, the guarantors party thereto and Wilmington Trust, National Association, as trustee. The Additional Notes constitute a further issuance of the Issuers’ 9.75% Senior Notes due 2031, of which $405.0 million in aggregate principal amount were issued on January 12, 2026 (the “Existing Notes” and, together with the Additional Notes, the “Notes”). The Additional Notes form a single series with, and have the same terms (other than the initial offering price) as, the Existing Notes. The Notes will mature on February 15, 2031. Interest on the Notes is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2026. The Notes are guaranteed on a senior unsecured basis by the Company, Calumet GP, LLC, the general partner of the Partnership, and all of the Partnership’s existing subsidiaries (other than Finance Corp., the Partnership’s unrestricted subsidiaries, Montana Renewables Holdings LLC and Montana Renewables, LLC, and certain immaterial restricted subsidiaries).

For a description of the Indenture and the Notes, please read the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 12, 2026. A copy of the Indenture and the form of Notes are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to such Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On March 17, 2026, the Company issued a press release announcing the consummation of the offering of the Additional Notes described in Item 1.01 of this Current Report on Form 8-K, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

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.

(d) Exhibits

Exhibit No.		Exhibit Title or Description
4.1		Indenture, dated January 12, 2026, by and among the Issuers, the guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 12, 2026).
4.2		Form of 9.75% Senior Notes due 2031 (included in Exhibit 4.1).
99.1		Press Release, dated March 17, 2026, announcing the closing of the offering of the Additional Notes.
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 17, 2026				By:		/s/ David Lunin
				Name:		David Lunin
				Title:		Executive Vice President and Chief Financial Officer

Exhibit 99.1

Calumet Completes Offering of $150 Million of Additional 9.75% Senior Notes due 2031

INDIANAPOLIS, March 17, 2026 /PRNewswire/ — Calumet, Inc. (NASDAQ: CLMT) (the “Company” or “Calumet”) today announced that its wholly owned subsidiaries, Calumet Specialty Products Partners, L.P. (the “Partnership”) and Calumet Finance Corp. (together with the Partnership, the “Issuers”), closed their private placement (the “Offering”) under Rule 144A and Regulation S under the Securities Act of 1933, as amended, of $150 million in aggregate principal amount of 9.75% Senior Notes due 2031 (the “Additional Notes”). The Additional Notes were issued at 105% of par, plus accrued interest from January 12, 2026, for net proceeds of approximately $154.9 million, after deducting the initial purchasers’ discount, estimated offering expenses and accrued interest.

As previously announced, Calumet intends to use the net proceeds from the Offering to repay outstanding borrowings under its revolving credit facility immediately. The Additional Notes constitute a further issuance of the Issuers’ 9.75% Senior Notes due 2031, of which $405 million in aggregate principal amount were issued on January 12, 2026 (the “Existing Notes”). The Additional Notes form a single series with, and have the same terms (other than the initial offering price) as, the Existing Notes.

“Following our strong financial and operational performance in 2025, our priorities remain clear: continue to generate strong cash flow in a favorable margin environment while unlocking additional value at Montana Renewables as we advance our MaxSAF^® 150 expansion,” said David Lunin, CFO. “This transaction builds on the success of our notes issuance earlier this year, with proceeds used to immediately reduce our revolver, providing ample flexibility in what’s expected to continue as a volatile and highly profitable commodity environment. Ultimately, we expect to use the additional liquidity provided by this offering to reduce our 2028 notes when the call premium steps down in July.”

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 use of proceeds from the Offering. 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

2

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 6.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB