Calumet prices $150M 9.75% senior notes due 2031

Rhea-AI Filing Summary

Calumet, Inc. announced that its subsidiaries agreed to sell $150 million aggregate principal amount of 9.75% Senior Notes due 2031 in a private offering under Rule 144A and Regulation S. The notes will be issued at 105% of par, generating approximately $154.9 million in net proceeds, which Calumet plans to use to repay borrowings under its revolving credit facility.

The new notes are an additional issuance to the existing $405 million of 9.75% Senior Notes due 2031, forming a single series with the same terms other than initial offering price. Calumet also executed a Tenth Amendment to its Third Amended and Restated Credit Agreement to permit this new indebtedness.

Insights

Credit & capital structure analyst

Calumet adds $150M of high-coupon notes, mainly to term out revolver debt.

Calumet is issuing $150 million of 9.75% Senior Notes due 2031 at 105% of par, for net proceeds of about $154.9 million. The company intends to use these proceeds to repay outstanding borrowings under its revolving credit facility.

This transaction increases long-term secured funding while reducing reliance on the revolving credit line, effectively terming out a portion of debt at a relatively high fixed coupon. The notes are fungible with an existing $405 million tranche, creating a larger single series maturing on February 15, 2031.

The Tenth Amendment to the Third Amended and Restated Credit Agreement allows this additional indebtedness. Actual balance-sheet impact will depend on the final closing on March 17, 2026 and subsequent revolver usage decisions disclosed in later filings.

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, or exhibit attachments filed with this report.

FAQ

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

What financing transaction did Calumet (CLMT) announce in this 8-K?

Calumet announced a private placement of $150 million aggregate principal amount of 9.75% Senior Notes due 2031. The notes are being issued under Rule 144A and Regulation S and will form part of an existing 2031 senior notes series.

What are the key terms of Calumet’s new 9.75% Senior Notes due 2031?

The new notes total $150 million in principal, carry a 9.75% coupon, and mature on February 15, 2031. They will be issued at 105% of par, alongside previously issued $405 million of identical 2031 notes.

How will Calumet (CLMT) use the net proceeds from the $150 million notes offering?

Calumet intends to use the approximately $154.9 million in net proceeds from the additional 9.75% Senior Notes to repay borrowings outstanding under its revolving credit facility, shifting debt from short-term revolver usage to longer-term fixed-rate notes.

How do the new Calumet notes relate to the existing 9.75% Senior Notes due 2031?

The $150 million of Additional Notes will constitute a further issuance of Calumet’s existing 9.75% Senior Notes due 2031, of which $405 million principal was issued earlier. Together, they form a single series with the same terms aside from initial offering price.

What change did Calumet make to its credit agreement in connection with this offering?

Calumet entered into a Tenth Amendment to its Third Amended and Restated Credit Agreement. This amendment permits the issuance of, and indebtedness associated with, the Additional 9.75% Senior Notes due 2031 within the existing bank facility framework.

When is Calumet’s $150 million additional notes offering expected to close?

The additional 9.75% Senior Notes due 2031 offering is expected to close on March 17, 2026, subject to customary closing conditions. Final settlement will determine when proceeds are available to repay revolving credit facility borrowings.

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 03/13/2026 - 05:14 PM Learn about SEC filing dates

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 1.01 Entry into a Material Definitive Agreement.

Purchase Agreement

On March 12, 2026, Calumet Specialty Products Partners, L.P. (the “Partnership”), Calumet Finance Corp. (“Finance Corp.” and, together with the Partnership, the “Issuers”), Calumet, Inc. (the “Company”), 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 $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 Additional Notes will mature on February 15, 2031 and will be issued at a price to the public of 105% of the principal amount thereof, 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 closing of the issuance of the Additional Notes is expected to occur on March 17, 2026, subject to customary closing conditions. 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 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.

Certain of the Initial Purchasers and their affiliates have 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. Certain of the Initial Purchasers or their affiliates are lenders under the Company’s revolving credit facility and, therefore, may receive a portion of the net proceeds from the offering of the Additional Notes. Additionally, Bank of America, N.A., an affiliate of one of the Initial Purchasers, is the administrative agent under the Company’s revolving credit facility. 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 Issuers, the Company, 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.

Tenth Amendment to the Third Amended and Restated Credit Agreement

On March 12, 2026, the Company entered into the Tenth Amendment to the Third Amended and Restated Credit Agreement (the “Tenth Amendment”), which modifies the Third Amended and Restated Credit Agreement, dated as of February 23, 2018, by and among the General Partner, the Partnership, certain of the Company’s 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 Additional Notes.

The foregoing description of the Tenth Amendment is qualified in its entirety by reference to the full text of the Tenth Amendment, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

Item 8.01 Other Events.

On March 12, 2026, the Company issued a press release announcing the pricing of the Additional 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 March 12, 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 Additional Notes.
10.1		Tenth Amendment to Third Amended and Restated Credit Agreement, dated as of March 12, 2026, by and among the Company, Bank of America, N.A. and the other parties signatory thereto.
99.1		Press Release, dated March 12, 2026, announcing the pricing 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 13, 2026				By:		/s/ David Lunin
				Name:		David Lunin
				Title:		Executive Vice President and Chief Financial Officer

Exhibit 99.1

Calumet Announces Pricing of $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 its wholly owned subsidiaries, Calumet Specialty Products Partners, L.P. (the “Partnership”) and Calumet Finance Corp. (together with the Partnership, the “Issuers”), priced their private placement (the “Offering”) under Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), of $150 million in aggregate principal amount of 9.75% Senior Notes due 2031 (the “Additional Notes”). The Additional Notes mature on February 15, 2031 and will be issued at 105% of par. The Offering is expected to close on March 17, 2026, subject to customary closing conditions.

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 sold 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

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 6.9 KB

Agreements & Contracts

• EX-10.1 EX-10.1 58.2 KB

Other Documents

• EX-1.1 EX-1.1 195.3 KB
• 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