Heritage Group amends 13D on Calumet (CLMT), detailing warrants and share gift

Rhea-AI Filing Summary

The Heritage Group filed an amended Schedule 13D updating its ownership in Calumet, Inc. following a warrant exercise and a large share gift. The reporting person now beneficially owns 14,523,185 shares of common stock, or 16.56% of Calumet’s 87,686,561 shares outstanding as of June 2, 2026.

The Heritage Group previously received warrants to acquire 1,020,000 shares at $20.00 per share and on May 15, 2026 exercised these warrants in full, receiving 393,002 shares via net settlement and disposing of 626,998 shares back to the issuer. On June 5, 2026, it approved a gift of 540,000 directly held shares. The filing also clarifies the structure of indirect holdings and includes disclaimers of beneficial ownership by related trusts and trustees.

Key Figures

Beneficial ownership: 14,523,185 shares Ownership percentage: 16.56% Shares outstanding: 87,686,561 shares +5 more

8 metrics

Beneficial ownership 14,523,185 shares Calumet common stock beneficially owned by Heritage Group

Ownership percentage 16.56% Portion of 87,686,561 Calumet shares outstanding as of June 2, 2026

Shares outstanding 87,686,561 shares Calumet common stock outstanding as of June 2, 2026

Heritage warrants 1,020,000 shares at $20.00/share Warrants to acquire Calumet common stock received in July 2024 restructuring

Net shares from warrant exercise 393,002 shares Shares received on May 15, 2026 via net settlement of Heritage Warrants

Shares disposed in net settlement 626,998 shares at $32.536 Disposition to issuer on May 15, 2026

Gifted shares 540,000 shares at $0 Gift of common stock approved June 5, 2026

Sole voting power shares 13,640,211 shares Shares over which Heritage Group has sole voting and dispositive power

Key Terms

beneficially owns, net settlement, dispositive power, Schedule 13D, +2 more

6 terms

beneficially owns financial

"The Reporting Person beneficially owns an aggregate of 14,523,185 shares of Common Stock, representing 16.56%..."

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

net settlement financial

"On May 15, 2026, the Reporting Person exercised the Heritage Warrants in full, receiving 393,002 shares of Common Stock in net settlement thereof..."

dispositive power financial

"The Reporting Person directly holds 12,440,211 shares of Common Stock with sole voting and dispositive power."

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Schedule 13D regulatory

"This Statement on is filed by The Heritage Group, an Indiana general partnership (the "Reporting Person")."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

gift of Common Stock financial

"On June 5, 2026, the General Partner Trustees approved a gift of 540,000 shares of Common Stock (the "Gift") directly held by the Reporting Person."

Rule 13d-4 regulatory

"Pursuant to Rule 13d-4 of the Act, the Reporting Person declares that filing this statement shall not be deemed an admission..."

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Calumet, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

131428104

(CUSIP Number)

Amy Schumacher
6640 Intech Blvd, Suite 200,
Indianapolis, IN, 46278
(317) 872-6010

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 131428104

1

Name of reporting person

The Heritage Group

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

INDIANA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 13,640,211.00
8	Shared Voting Power 882,974.00
9	Sole Dispositive Power 13,640,211.00
10	Shared Dispositive Power 882,974.00

11

Aggregate amount beneficially owned by each reporting person

14,523,185.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.56 %

14

Type of Reporting Person (See Instructions)

HC, PN

Comment for Type of Reporting Person:

The reported percentage is calculated based on 87,686,561 shares of the Issuer's Common Stock, par value $0.01 per share ("Common Stock") outstanding as of June 2, 2026, based on information provided by the Issuer.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Calumet, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1060 N Capitol Ave, Suite 6-401, Indianapolis, INDIANA , 46204.
Item 1 Comment: This Statement constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission (the "SEC") on July 11, 2024 (the "2024 Schedule 13D" and, as hereby amended, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the 2024 Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall maintain the meanings herein as are ascribed to such terms in the 2024 Schedule 13D.
Item 2.	Identity and Background
(a)	Item 2(a)-(f) of the 2024 Schedule 13D are each hereby amended and restated in their entirety as follows and as set forth in subsections (b), (c), (d), (e) and (f) hereof: This Statement on Schedule 13D is filed by The Heritage Group, an Indiana general partnership (the "Reporting Person"). Twenty-eight grantor trusts (the "General Partner Trusts") directly own all of the outstanding general partner interests in the Reporting Person. The direct or indirect beneficiaries of the General Partner Trusts are members of the Fehsenfeld family. Each of the General Partner Trusts has seven trustees (the "General Partner Trustees"), each of whom exercises equivalent voting rights with respect to each such General Partner Trust. Certain information regarding each of the General Partner Trusts and each of the General Partner Trustees is set forth in Exhibit A filed with this Schedule 13D and incorporated herein by this reference.
(b)	The principal business address of the Reporting Person is 6640 Intech Blvd, Suite 200, Indianapolis, IN 46278. The principal business addresses of each of the General Partner Trusts and each of the General Partner Trustees are set forth in Exhibit A filed with this Schedule 13D and incorporated herein by this reference.
(c)	The principal business of the Reporting Person is the management of a diverse set of companies involved in the highway construction, environmental services and oil refining and marketing industries. The principal occupation or employment of each of the General Partner Trustees is provided in Exhibit A filed with this Schedule 13D and incorporated herein by reference.
(d)	During the last five years, the Reporting Person has not been, and, to the best knowledge of the Reporting Person, none of the General Partner Trusts or General Partner Trustees have been, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Person has not been, and, to the best knowledge of the Reporting Person, none of the General Partner Trusts or General Partner Trustees have been, party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person and each of the General Partner Trusts are formed under the laws of the State of Indiana. Each of the General Partner Trustees are citizens of the United States of America.
Item 4.	Purpose of Transaction
	Item 4 of the 2024 Schedule 13D is hereby amended to incorporate the following at the end thereof: As previously reported and in connection with the July 2024 restructuring, the Reporting Person received warrants to acquire 1,020,000 shares of Common Stock at an exercise price of $20.00 per share (the "Heritage Warrants"). On May 15, 2026, the Reporting Person exercised the Heritage Warrants in full, receiving 393,002 shares of Common Stock in net settlement thereof resulting in a decrease in beneficial ownership of 626,998 shares of Common Stock. On June 5, 2026, the General Partner Trustees approved a gift of 540,000 shares of Common Stock (the "Gift") directly held by the Reporting Person.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a)-(c) of the 2024 Schedule 13D are each hereby amended and restated in their entirety as follows and as set forth in subsections (b) and (c) hereof: The responses of the Reporting Person set forth in rows (11) and (13) of the cover page of this Amendment No. 1 are incorporated by reference into this Item 5(a). The Reporting Person beneficially owns an aggregate of 14,523,185 shares of Common Stock, representing 16.56% of the 87,686,561 shares of Common Stock outstanding as of June 2, 2026, based on information provided by the Issuer. In this regard, the Reporting Person directly holds 12,440,211 shares of Common Stock with sole voting and dispositive power. The Reporting Person serves as the Manager of The Heritage Group Investment Company, LLC, an Indiana manager-managed limited liability company ("Investment LLC"), and may be deemed to indirectly beneficially own 1,200,000 shares of Common Stock directly held by Investment LLC. In that capacity, the Reporting Person has sole voting and dispositive power over the Common Stock directly held by Investment LLC. The Reporting Person also may be deemed to indirectly beneficially own certain shares of Common Stock directly held by Lumet Investments, Inc. (f/k/a Calumet, Incorporated), an Indiana corporation ("Lumet Investments"), in which the Reporting Person has an indirect interest through Asphalt Materials, Inc. ("AMI"). The Reporting Person does not control AMI and therefore disclaims beneficial ownership of shares of Common Stock directly held by Lumet Investments, but has reflected in shared voting and dispositive power on this Statement the 882,974 shares of Common Stock representing the Reporting Person's proportionate interest therein. Pursuant to Rule 13d-4 of the Act, the Reporting Person declares that filing this statement shall not be deemed an admission that the Reporting Person, or any of the General Partner Trusts or General Partner Trustees, is a beneficial owner of the reported securities, for purposes of Section 13(d) and/or Section 13(g) or for any other purpose. Each of the General Partner Trusts and the General Partner Trustees disclaim beneficial ownership of the reported securities.
(b)	The responses of the Reporting Person set forth in rows (7) through (10) of the cover page of this Amendment No. 1 and the information set forth in Item 5(a) hereof are incorporated by reference into this Item 5(b).
(c)	Within the prior 60 days the Reporting Person has engaged in the following transactions: Date Trade Type Amount of Common Stock Price 05/15/2026 Disposition to Issuer pursuant to net settlement of the Heritage Warrants 626,998 $32.536 06/05/2026 Gift of Common Stock 540,000 $0
Item 7.	Material to be Filed as Exhibits.
	Exhibit A of this Item 7 of the 2024 Schedule 13D is hereby amended and restated as follows: A. The Heritage Group General Partner Trusts and General Partner Trustees (filed herewith).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The Heritage Group

Signature:	/s/ Amy Schumacher
Name/Title:	Amy Schumacher, Chief Executive Officer
Date:	06/05/2026

FAQ

What ownership stake does The Heritage Group report in Calumet (CLMT)?

The Heritage Group reports beneficial ownership of 14,523,185 Calumet shares, or 16.56% of the company’s common stock. This percentage is based on 87,686,561 shares outstanding as of June 2, 2026, according to information provided by Calumet.

How did The Heritage Group’s warrant exercise affect its Calumet (CLMT) holdings?

The Heritage Group exercised warrants for 1,020,000 shares at $20.00 per share via net settlement. On May 15, 2026, it received 393,002 shares of common stock and disposed of 626,998 shares to the issuer as part of this net settlement.

What recent share gift did The Heritage Group make involving Calumet (CLMT)?

On June 5, 2026, The Heritage Group approved a gift of 540,000 Calumet common shares it directly held. The transaction is recorded at a price of $0 per share, reflecting its nature as a gift rather than a market sale.

How much voting power does The Heritage Group have over Calumet (CLMT) shares?

The Heritage Group reports sole voting and dispositive power over 13,640,211 shares and shared power over 882,974 shares. These figures reflect both directly held shares and certain indirect interests described in the amended Schedule 13D.

How are indirect Calumet (CLMT) holdings treated in The Heritage Group’s filing?

The Heritage Group may be deemed to beneficially own shares held by an investment LLC and a Lumet Investments position. It reports 1,200,000 shares via the LLC and a proportionate 882,974-share interest in Lumet Investments, while disclaiming full beneficial ownership of the latter.

Does The Heritage Group or its related trusts admit full beneficial ownership of all reported Calumet (CLMT) shares?

No. The Heritage Group and related trusts and trustees expressly disclaim beneficial ownership of the reported securities. They invoke Rule 13d-4, stating that filing the statement does not constitute an admission of beneficial ownership for Sections 13(d) or 13(g).