Calumet director exercises RSUs, surrenders shares for tax

Calumet, Inc. director Stephen P. Mawer reported compensation-related equity activity.

Rhea-AI Filing Summary

Calumet, Inc. director Stephen P. Mawer reported compensation-related equity activity. On July 9, 2026, he exercised 13,780 Restricted Stock Units, each convertible into one share of common stock, following 100% vesting on June 2, 2026. In connection with the delivery of these shares, he surrendered 5,512 shares of common stock to satisfy tax withholding liabilities in accordance with Rule 16b-3, a non-market tax-withholding disposition. After these transactions, he held 311,578 shares of Calumet common stock directly.

Filing Explained

The July 9 Form 4 records completed RSU vesting, 5,512-share tax withholding, and 311,578 direct common shares afterward.

The July 9 Form 4 records completed vesting and derivative exercise of 13,780 Calumet common shares, followed by surrender of 5,512 shares for tax withholding; the reporting person's direct holdings afterward were 311,578 shares.

Form 4 reports an insider transaction, and the filing's M code denotes a derivative exercise while F denotes shares withheld to cover taxes on vesting.

The filing states that 100% of the restricted stock units vested on June 2, 2026 and that the withholding satisfied tax liabilities under Rule 16b-3.

The reported derivative holdings after the transaction were zero, and both common-stock entries show a reported price of $0.

Insider Trade Summary

13,780 shares exercised/converted

Exercise 3 txns

Insider Mawer Stephen P

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit F2, F3	13,780	$0.00	$0.00
Exercise	Common Stock, par value $0.01 per share	13,780	$0.00	$0.00
Tax Withholding	Common Stock, par value $0.01 per share F1	5,512	$0.00	$0.00

Holdings After Transaction: Restricted Stock Unit — 0 contracts (Direct); Common Stock, par value $0.01 per share — 311,578 shares (Direct)

Footnotes (3)

1. F1. The reporting person elected to surrender 5,512 shares of Calumet, Inc. common stock, par value $0.01 per share, to satisfy tax withholding liabilities upon delivery of common stock in accordance with Rule 16b-3.
2. F2. Each Restricted Stock Unit is the economic equivalent of one share of Calumet, Inc. common stock, par value $0.01 per share.
3. F3. 100% of the Restricted Stock Units vested on June 2, 2026.

Key Figures

RSUs Exercised: 13,780 shares Shares Surrendered for Taxes: 5,512 shares Post-Transaction Holdings: 311,578 shares +1 more

4 metrics

RSUs Exercised 13,780 shares Restricted Stock Units converted into common stock on July 9, 2026

Shares Surrendered for Taxes 5,512 shares Common shares surrendered to satisfy tax withholding liabilities under Rule 16b-3

Post-Transaction Holdings 311,578 shares Calumet common stock held directly after July 9, 2026 transactions

RSU Vesting Date June 2, 2026 100% of the Restricted Stock Units vested on this date

Key Terms

Restricted Stock Unit, tax withholding liabilities, Rule 16b-3

3 terms

Restricted Stock Unit financial

"Each Restricted Stock Unit is the economic equivalent of one share of Calumet"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

tax withholding liabilities financial

"surrender 5,512 shares of Calumet, Inc. common stock to satisfy tax withholding"

Rule 16b-3 regulatory

"to satisfy tax withholding liabilities upon delivery of common stock in accordance with Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

FAQ

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

What insider equity transactions did Calumet, Inc. (CLMT) director Stephen P. Mawer report?

Stephen P. Mawer exercised 13,780 Restricted Stock Units into common stock and surrendered 5,512 shares to cover tax withholding obligations, resulting in 311,578 shares of Calumet common stock held directly afterward.

Did Stephen P. Mawer of CLMT make any open-market stock sales or purchases?

The reported activity shows no open-market purchases or sales. Shares were acquired via RSU exercise and 5,512 shares surrendered solely to satisfy tax withholding liabilities in a non-market transaction under Rule 16b-3.

How many Calumet, Inc. (CLMT) RSUs did Stephen P. Mawer exercise and when did they vest?

Stephen P. Mawer exercised 13,780 Restricted Stock Units. Footnotes state that 100% of these RSUs vested on June 2, 2026, and each RSU is the economic equivalent of one share of Calumet common stock.

How many CLMT shares does Stephen P. Mawer hold after the July 9, 2026 transactions?

Following the July 9, 2026 RSU exercise and tax-withholding surrender, Stephen P. Mawer directly holds 311,578 shares of Calumet, Inc. common stock, according to the reported post-transaction share balance.

What is the purpose of the 5,512 CLMT shares surrendered by Stephen P. Mawer?

The 5,512 shares of Calumet common stock were elected to be surrendered by Stephen P. Mawer to satisfy tax withholding liabilities arising upon delivery of common stock, as permitted under Rule 16b-3.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/13/2026 - 04:08 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mawer Stephen P

(Last) (First) (Middle)

1060 N CAPITOL AVE

SUITE 6-401

(Street)

INDIANAPOLIS INDIANA 46204

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2026

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

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

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

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	07/09/2026		M		13,780	A	$0	317,090	D
Common Stock, par value $0.01 per share	07/09/2026		F		5,512(1)	D	$0	311,578	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)	07/09/2026		M			13,780	(3)	(3)	Common Stock, par value $0.01 per share	13,780	$0	0	D

Explanation of Responses:

1. The reporting person elected to surrender 5,512 shares of Calumet, Inc. common stock, par value $0.01 per share, to satisfy tax withholding liabilities upon delivery of common stock in accordance with Rule 16b-3.

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

3. 100% of the Restricted Stock Units vested on June 2, 2026.

Remarks:

	/s/ Connor J. Egan, as attorney-in-fact	07/10/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)