Calumet, Inc. (CLMT) director exercises 27,806 RSUs, surrenders shares for tax

Rhea-AI Filing Summary

Calumet, Inc. director Stephen P. Mawer exercised 27,806 Restricted Stock Units into an equal number of common shares on March 9, 2026. All RSUs had fully vested on February 21, 2026. To cover tax withholding obligations, he surrendered 12,589 common shares back to the company. After these compensation-related transactions, he directly holds 303,310 shares of Calumet common stock.

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).

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 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)
03/09/2026

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	03/09/2026		M		27,806	A	$0	315,899	D
Common Stock, par value $0.01 per share	03/09/2026		F		12,589(1)	D	$0	303,310	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)	03/09/2026		M			27,806	(3)	(3)	Common Stock, par value $0.01 per share	27,806	$0	0	D

Explanation of Responses:

1. The reporting person elected to surrender 12,589 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 February 21, 2026.

	/s/ Connor J. Egan, as attorney-in-fact	03/10/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Calumet (CLMT) report for Stephen P. Mawer?

Calumet reported that director Stephen P. Mawer exercised 27,806 Restricted Stock Units into common stock on March 9, 2026. The transaction is compensation-related and includes a share surrender to satisfy tax withholding obligations rather than an open-market purchase or sale.

How many Calumet (CLMT) Restricted Stock Units did Stephen P. Mawer exercise?

Stephen P. Mawer exercised 27,806 Restricted Stock Units, each equivalent to one share of Calumet common stock. This conversion increased his common share holdings while eliminating the corresponding derivative position, reflecting the vesting and delivery of previously granted equity compensation.

Why were 12,589 Calumet (CLMT) shares surrendered in this Form 4 filing?

Mawer surrendered 12,589 Calumet common shares to satisfy tax withholding liabilities arising from the RSU delivery. The filing specifies this disposition was made in accordance with Rule 16b-3, meaning it was a tax-withholding mechanism, not an open-market share sale for investment purposes.

How many Calumet (CLMT) shares does Stephen P. Mawer own after the transaction?

After exercising RSUs and surrendering shares for taxes, Stephen P. Mawer directly holds 303,310 shares of Calumet common stock. This total reflects his position following all reported March 9, 2026 transactions, as stated in the post-transaction ownership figures within the filing.

Were Stephen P. Mawer’s Calumet (CLMT) Restricted Stock Units fully vested before exercise?

Yes. The footnotes state that 100% of the Restricted Stock Units vested on February 21, 2026. Following this full vesting, Mawer exercised 27,806 RSUs into common shares on March 9, 2026, triggering associated tax withholding obligations settled via share surrender.

Do these Calumet (CLMT) insider transactions involve open-market buying or selling?

No. The transactions involve exercising 27,806 RSUs and surrendering 12,589 shares to cover tax liabilities. The filing does not report any open-market purchases or sales; instead, it documents equity compensation settlement and related tax-withholding dispositions under Rule 16b-3.