Calumet (NASDAQ: CLMT) plans $350M notes to redeem 2026-27 debt

Rhea-AI Filing Summary

Calumet, Inc. announced that its wholly owned subsidiaries, Calumet Specialty Products Partners, L.P. and Calumet Finance Corp., intend to offer $350.0 million in aggregate principal amount of senior unsecured notes due 2031 in a private placement to eligible purchasers. Calumet plans to use the net proceeds from the new notes, together with cash on hand and borrowings under its revolving credit facility, to redeem all of its outstanding 11.00% Senior Notes due 2026 on or around January 21, 2026 and $275.0 million of its outstanding 8.125% Senior Notes due 2027 on or around January 16, 2026. The notes will not be registered under the Securities Act or state securities laws and may only be offered and sold in the United States pursuant to an applicable registration exemption.

Insights

Credit & capital structure analyst

Calumet plans a private $350.0M notes issue to refinance nearer-term high-coupon debt.

Calumet, through its subsidiaries, intends to issue $350.0 million of senior unsecured notes due 2031 in a private placement. The stated use of proceeds is to redeem all outstanding 11.00% Senior Notes due 2026 and $275.0 million of 8.125% Senior Notes due 2027, alongside cash on hand and revolving credit facility borrowings.

This transaction shifts part of the company’s debt stack from 2026–2027 maturities to 2031, which may ease near-term refinancing pressure, though the new coupon is not disclosed in this excerpt. The use of both internal cash and revolver availability alongside the new notes indicates an active approach to liability management, but the net effect on leverage and interest expense depends on final pricing and amounts drawn.

The company targets redemption of the 2027 notes on or around January 16, 2026 and the 2026 notes on or around January 21, 2026, so investors can look for subsequent disclosures around those dates for final terms and confirmation of completion. As the notes are offered in a private transaction and not registered under the Securities Act, access is limited to eligible investors under applicable exemptions.

Calumet, Inc. /DE false 0002013745 0002013745 2026-01-06 2026-01-06

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 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 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.

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.

(d) Exhibits

Exhibit 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 Chief Financial Officer

FAQ

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

Calumet, Inc. reported that its subsidiaries intend to offer $350.0 million in aggregate principal amount of senior unsecured notes due 2031 in a private placement to eligible purchasers.

How will Calumet (CLMT) use the proceeds from the $350.0 million notes offering?

Calumet plans to use the net proceeds from the notes, together with cash on hand and borrowings under its revolving credit facility, to redeem all outstanding 11.00% Senior Notes due 2026 and $275.0 million of outstanding 8.125% Senior Notes due 2027.

When are the existing Calumet notes expected to be redeemed?

The company expects to redeem $275.0 million of its 8.125% Senior Notes due 2027 on or around January 16, 2026, and all of its 11.00% Senior Notes due 2026 on or around January 21, 2026.

Are the new Calumet senior notes registered under the Securities Act?

No. 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 without registration or an applicable exemption.

What type of investors can participate in Calumet’s $350.0 million notes offering?

The senior unsecured notes due 2031 are being offered in a private placement to eligible purchasers, rather than through a public registered offering.

Did Calumet issue any related communications about this notes offering?

Yes. Calumet is providing additional information to prospective investors in a preliminary offering memorandum dated January 6, 2026, and it issued a press release on the same date announcing the offering.