CLMT Form 4: Director 7,403 RSUs Vested; 2,962 Shares Sold

Rhea-AI Filing Summary

Stephen P. Mawer, a director of Calumet, Inc. (CLMT), reported transactions dated 06/24/2025 on Form 4. He was credited with 7,403 Restricted Stock Units (reported as an acquisition) that are 100% vested and each equals one share or the cash value of one share. He separately reported a sale of 2,962 common shares on the same date. The filings show beneficial ownership rising to 291,055 shares after the RSU acquisition and ending at 288,093 shares following the sale. The reporting person elected to receive 40% of vested RSUs in the cash equivalent of common shares.

Positive

• 7,403 Restricted Stock Units are 100% vested, showing full entitlement
• Reported beneficial ownership remains high at 288,093 common shares after transactions

Negative

• Sale of 2,962 shares reduced direct holdings from 291,055 to 288,093

Insights

Corporate Governance Expert

Director executed mixed equity actions increasing vested RSUs while selling a small block of shares.

What it means: The report shows 7,403 vested Restricted Stock Units were recorded as acquired and 2,962 shares were sold on 06/24/2025. The director's reported beneficial ownership remains substantial at 288,093 shares.

Why it matters: Insider activity from a director is relevant to governance transparency and signals how executives choose to realize compensation; the RSUs are fully vested and may have been settled partly in cash per the filing.

Compensation Analyst

Vested RSUs were converted to an ownership entry and partially elected for cash settlement.

What it means: The filing clarifies that each Restricted Stock Unit equals one common share and that the reporting person elected to receive 40% of vested RSUs in cash equivalents. The RSUs reported are 100% vested.

Why it matters: This shows the mechanics of executive pay realization—vested equity being monetized and/or retained—affecting dilution and insider holding metrics reported to investors.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mawer Stephen P

(Last) (First) (Middle)

1060 N CAPITOL AVE

SUITE 6-401

(Street)

INDIANAPOLIS IN 46204

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Calumet, Inc. /DE [ CLMT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	06/24/2025		M		7,403	A	$0	291,055	D
Common Stock, par value $0.01 per share	06/24/2025		S		2,962(1)	D	$0	288,093	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(2)	06/24/2025		M			7,403	(3)	(3)	Common Stock, par value $0.01 per share	7,403	$0	0	D

Explanation of Responses:

1. The reporting person elected to receive 40% of Restricted Stock Units vested and reported here within to be settled in the cash equivalent of a Calumet, Inc. common share.

2. Each Restricted Stock Unit is the economic equivalent of one share of Calumet, Inc. common stock, par value $0.01 per share.

3. Each Restricted Stock Unit becomes payable either in the form of one share of Calumet, Inc. common stock, par value $0.01 per share, or the cash value thereof. Restricted Stock Units are 100% vested.

	/s/ Connor J. Egan, as attorney-in-fact	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did Stephen P. Mawer report on Form 4 for CLMT?

He reported acquisition of 7,403 Restricted Stock Units and a sale of 2,962 common shares, both dated 06/24/2025.

How many shares does the director beneficially own after these transactions?

The filing shows beneficial ownership ending at 288,093 shares following the reported transactions.

Are the Restricted Stock Units vested or subject to future vesting?

The filing states the Restricted Stock Units are 100% vested.

Were the RSUs settled in shares or cash?

The reporting person elected to receive 40% of vested RSUs in the cash equivalent of a Calumet common share; each RSU equals one share or its cash value.

What role does the reporting person hold at Calumet (CLMT)?

The filing identifies Stephen P. Mawer as a director of Calumet, Inc.