Calumet (NASDAQ: CLMT) to issue $150M additional 9.75% senior notes due 2031

Rhea-AI Filing Summary

Calumet, Inc. has announced that its subsidiaries intend to privately issue $150 million of 9.75% Senior Notes due 2031 as a tack-on to existing notes. The new notes will form a single series with $405 million of the same 9.75% Senior Notes issued on January 12, 2026.

The company plans to use the net proceeds to repay borrowings under its revolving credit facility, effectively refinancing debt. The offering will be made to eligible purchasers under Rule 144A and Regulation S and the notes will not be registered under the Securities Act.

Insights

Credit and capital structure analyst

Calumet plans a $150 million private tack-on note offering to refinance revolver borrowings.

Calumet, Inc. is pursuing a private placement of $150 million of 9.75% Senior Notes due 2031, adding to $405 million of existing notes of the same series. The stated intent is to use net proceeds to repay borrowings under the revolving credit facility.

This transaction shifts a portion of financing from shorter-term, floating-rate revolver debt to fixed-rate long-term notes. The company also expects to enter a Tenth Amendment to its Credit Agreement to permit issuance, and has obtained consent from the requisite lenders, with the notes offering conditioned on that amendment.

The deal is being marketed under Rule 144A and Regulation S to eligible purchasers, with the notes unregistered under the Securities Act. Actual impact on leverage, interest expense and liquidity will depend on final pricing and the amount ultimately placed under the announced structure.

Calumet, Inc. /DE false 0002013745 0002013745 2026-03-12 2026-03-12

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 12, 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 7.01 Regulation FD Disclosure.

On March 12, 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 $150.0 million in aggregate principal amount of the Issuers’ 9.75% Senior Notes due 2031 (the “Additional Notes”) in a private placement to eligible purchasers (the “Tack-on Offering”). In connection with the Tack-on Offering, the Company is providing certain information regarding the Company to prospective investors in a preliminary offering memorandum, dated March 12, 2026, and such information is furnished as Exhibit 99.1 hereto. The Company intends to use the net proceeds from the Tack-on Offering to repay borrowings outstanding under the Company’s revolving credit facility. The Additional Notes will 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”). The Additional Notes will form a single series with, and have the same terms (other than the initial offering price) as, the Existing Notes.

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.

On March 12, 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 Tack-on 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 jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Additional 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.

(d) Exhibits

Exhibit No.		Exhibit Title or Description
99.1		Certain information being provided to potential investors in the Tack-on Offering.
99.2		Press release announcing the Tack-on Offering, dated March 12, 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 12, 2026				By:		/s/ David Lunin
				Name:		David Lunin
				Title:		Executive Vice President and Chief Financial Officer

Exhibit 99.1

Tenth Amendment to the Third Amended and Restated Credit Agreement

Prior to the closing of the recently announced notes offering (the “Offering”), we intend to enter into the Tenth Amendment to the Third Amended and Restated Credit Agreement (the “Tenth Amendment”). The Tenth Amendment is expected to modify the Third Amended and Restated Credit Agreement, dated as of February 23, 2018 (the “Credit Agreement”), by and among Calumet GP, LLC, Calumet Specialty Products Partners, L.P., certain of our subsidiaries party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, to permit the issuance of, and the incurrence of indebtedness in connection with, the notes being offered. As of the date hereof, we have obtained the consent from the requisite number of lenders under the Credit Agreement to enter into the Tenth Amendment. The Offering is conditioned on our entry into the Tenth Amendment.

Exhibit 99.2

Calumet Announces $150 Million Private Placement of Additional 9.75% Senior Notes due 2031

INDIANAPOLIS, March 12, 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”), $150 million in aggregate principal amount of 9.75% Senior Notes due 2031 (the “Additional Notes”). Calumet intends to use the net proceeds from the Offering to repay outstanding borrowings under Calumet’s revolving credit facility.

The Additional Notes will 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 will form a single series with, and have the same terms (other than the initial offering price) as, the Existing Notes.

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 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. 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

FAQ

What did Calumet, Inc. (CLMT) announce in this 8-K filing?

Calumet, Inc. announced that its subsidiaries intend to privately offer $150 million of 9.75% Senior Notes due 2031. These additional notes will be a tack-on to existing 9.75% notes and are aimed at refinancing borrowings under the company’s revolving credit facility.

How much debt is Calumet (CLMT) planning to issue and at what terms?

Calumet plans to issue $150 million in aggregate principal amount of 9.75% Senior Notes due 2031. These additional notes will share the same terms as the $405 million of 9.75% Senior Notes due 2031 that were originally issued on January 12, 2026, aside from initial offering price.

How will Calumet use the proceeds from the $150 million additional notes?

Calumet intends to use the net proceeds from the $150 million tack-on notes offering to repay outstanding borrowings under its revolving credit facility. This effectively refinances existing debt, shifting borrowings from the revolver into longer-term 9.75% Senior Notes due 2031 obligations.

Are Calumet’s new 9.75% Senior Notes due 2031 being registered with the SEC?

The additional 9.75% Senior Notes due 2031 will not be registered under the Securities Act or state securities laws. They are being offered privately to eligible purchasers under Rule 144A and Regulation S, and cannot be sold publicly in the United States without registration or a valid exemption.

What is the total size of Calumet’s 9.75% Senior Notes due 2031 after this tack-on?

The company states that $405 million of 9.75% Senior Notes due 2031 were issued on January 12, 2026. The planned $150 million additional notes will constitute a further issuance of this series, increasing the total principal amount of this 2031 note series if the offering is completed.

What conditions apply to Calumet’s planned tack-on senior notes offering?

The offering is subject to market conditions and is conditioned on Calumet entering into a Tenth Amendment to its Third Amended and Restated Credit Agreement. The company has obtained consent from the requisite lenders to permit the issuance and related indebtedness under that amended credit agreement.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 1.6 KB
• EX-99.2 EX-99.2 6.9 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