Calumet (NASDAQ: CLMT) sells $405M 9.75% notes to refinance debt

Rhea-AI Filing Summary

Calumet, Inc. reported that its affiliates Calumet Specialty Products Partners, L.P. and Calumet Finance Corp. agreed to sell $405.0 million of 9.75% Senior Notes due 2031 in a private offering under Rule 144A and Regulation S. The notes will be issued at 98.996% of par, providing approximately $393.0 million in net proceeds after discounts and estimated expenses, and are expected to close on January 12, 2026, subject to customary conditions.

The company plans to use the net proceeds, along with cash on hand and borrowings under its revolving credit facility, to redeem all outstanding 11.00% Senior Notes due 2026 and 8.125% Senior Notes due 2027 on or before January 21, 2026, thereby addressing these upcoming debt maturities.

Positive

• Refinancing and maturity extension: New $405.0 million 9.75% senior notes due 2031 are intended to redeem all 11.00% 2026 notes and 8.125% 2027 notes, addressing upcoming debt maturities.

Negative

• None.

Insights

Credit & capital structure analyst

Calumet refinances nearer-term notes with a larger 2031 issue.

Calumet is issuing $405.0 million of 9.75% Senior Notes due 2031, priced at 98.996% of par for approximately $393.0 million in net proceeds. The transaction is a private placement under Rule 144A and Regulation S, with closing expected on January 12, 2026, subject to customary conditions.

The company intends to use the proceeds, plus cash on hand and revolving credit facility borrowings, to redeem all outstanding 11.00% Senior Notes due 2026 and 8.125% Senior Notes due 2027 on or before January 21, 2026. This replaces nearer-term obligations with a single maturity in 2031, simplifying the debt maturity profile.

The filing also notes ongoing commercial relationships with the initial purchasers and their affiliates, including roles in the revolving credit facility and commodity hedging. Actual outcomes will depend on the timely closing of the new notes and completion of the planned redemptions by the stated January 2026 dates.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

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 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

Calumet, Inc. /DE false 0002013745 0002013745 2026-01-07 2026-01-07

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 7, 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 January 7, 2026, Calumet, Inc. (the “Company”), Calumet Specialty Products Partners, L.P. (the “Partnership”), Calumet Finance Corp. (“Finance Corp.” and, together with the Partnership, the “Issuers”), Calumet GP, LLC (the “General Partner”) and certain subsidiary guarantors named therein (the “Subsidiary Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with BofA Securities, Inc. as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), under which they agreed to sell $405.0 million aggregate principal amount of the Issuers’ 9.75% Senior Notes due 2031 (the “Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Notes will mature on February 15, 2031 and will be issued at 98.996% of par for net proceeds of approximately $393.0 million, after deducting the Initial Purchasers’ discount and estimated offering expenses. The closing of the issuance of the Notes is expected to occur on January 12, 2026, subject to customary closing conditions. The Company intends to use the net proceeds from the offering of the Notes, 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 all of the Issuers’ outstanding 8.125% Senior Notes due 2027 (the “2027 Notes”), in each case, on or before January 21, 2026.

Certain of the Initial Purchasers and their affiliates have engaged in, are engaged in and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. The Initial Purchasers have received, or may in the future receive, customary fees and commissions for these transactions. Bank of America, N.A., an affiliate of one of the Initial Purchasers, is the administrative agent under the Issuers’ revolving credit facility. Additionally, certain of the Initial Purchasers or their affiliates may hold 2026 Notes and/or 2027 Notes and, therefore, may receive a portion of the net proceeds from the offering of the Notes. The Company has also entered into, in the ordinary course of business, various derivative financial instrument transactions related to its crude oil and natural gas purchases and sales of finished fuel products, including diesel and gasoline crack spread hedges, with certain affiliates of certain of the Initial Purchasers.

The Purchase Agreement contains customary representations, warranties and agreements of the Company, the Issuers, the General Partner and the Subsidiary Guarantors and customary conditions to closing, indemnification rights, obligations of the parties and termination provisions.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated herein by reference.

Item 8.01 Other Events.

On January 7, 2026, the Company issued a press release announcing the pricing of the Notes described in Item 1.01 of this report, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Title or Description
1.1		Purchase Agreement, dated January 7, 2026, by and among the Partnership, Finance Corp., the Company, the General Partner, the Subsidiary Guarantors and the Initial Purchasers named therein, relating to the offering of the Notes.
99.1		Press Release, dated January 7, 2026, announcing the pricing of the 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: January 8, 2026				By:		/s/ David Lunin
				Name:		David Lunin
				Title:		Executive Vice President and Chief Financial Officer

FAQ

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

Calumet announced that its affiliates agreed to sell $405.0 million of 9.75% Senior Notes due 2031 in a private placement and outlined plans to use the proceeds to redeem existing notes.

What are the key terms of Calumets new 9.75% Senior Notes due 2031?

The new notes have a 9.75% coupon, mature on February 15, 2031, and will be issued at 98.996% of par for net proceeds of approximately $393.0 million after discounts and estimated expenses.

How will Calumet (CLMT) use the proceeds from the $405 million notes offering?

Calumet intends to use the net proceeds, together with cash on hand and borrowings under its revolving credit facility, to redeem all outstanding 11.00% Senior Notes due 2026 and all outstanding 8.125% Senior Notes due 2027 on or before January 21, 2026.

When is the closing of Calumets new notes offering expected?

The closing of the issuance of the notes is expected to occur on January 12, 2026, subject to customary closing conditions.

Is Calumets $405 million notes transaction a public or private offering?

The notes are being sold in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended.

Which existing Calumet notes are targeted for redemption with this transaction?

Calumet plans to redeem all of the Issuers outstanding 11.00% Senior Notes due 2026 and all of the Issuers outstanding 8.125% Senior Notes due 2027 on or before January 21, 2026.