CLMT 10-K & 10-Q changes, risk factors and insider trading

An investment in our common stock involves a significant degree of risk. Before you invest in our common stock, you should carefully consider the risk factors discussed or referenced below. If any of the risks discussed below were actually to occur, our business, financial position or results of operations could be materially adversely affected. The disclosures in this section reflect our beliefs and opinions as to factors that could materially and adversely affect us in the future. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past.

Our specialty product margins are influenced by the price of our feedstocks, many of which are commodities. If feedstock prices increase, our margins would fall unless we are able to pass through these price increases to our customers. For example, during fiscal year 2022, higher material and feedstock costs adversely impacted our margins for our Performance Brands segment.

We rely on borrowings and letters of credit under our revolving credit facility to purchase feedstocks for our facilities, and to lease certain precious metalsfacilities for use in our operations. The borrowing base under our revolving credit facility is determined weekly or monthly depending upon availability levels or the existence of a default or event of default. Reductions in the value of our inventories as a result of lower crude oil prices could result in a reduction in our borrowing base, which would reduce the amount of financial resources available to meet our operating requirements. If, under certain circumstances, our available capacity under our revolving credit facility falls below certain threshold amounts, or a default or event of default exists, then our cash balances in a dominion account established with the administrative agent will be applied on a daily basis to our outstanding obligations under our revolving credit facility. In addition, decreases in the price of crude oil or increases in crack spreads may require us to post substantial amounts of cash collateral to our hedging counterparties in order to maintain our derivative instruments. If, due to our financial condition or other reasons, the borrowing base under our revolving credit facility decreases, we are limited in our ability to issue letters of credit or we are required to post substantial amounts of cash collateral to our hedging counterparties, our liquidity, financial condition and our ability to make payments on our debt obligations could be materially and adversely affected. Please readRead Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt and Credit Facilities” for additional information.

Competition in our industryindustries is intense, and an increase in competition in the markets in which we sell our products could adversely affect our earnings and profitability.

We compete with a broad range of companies within our industry.industries. Because of some of our competitors’ geographic diversity, larger and more complex refineries, integrated operations and greater resources, some of our competitors may be better able to withstand volatile market conditions, to obtain crude oil and renewable feedstocks in time of shortage and to bear the economic risks inherent in all areas of the refining industry.industries.

Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow. We depend on information technology systems to run our business. In addition, our use of the internet, cloud services and other public networks, exposes our business and that of other third parties with whom we do business to cybersecurity threats. Geopolitical tensions or conflicts, such as ongoing conflict in Ukraine and the Middle East,conflicts may further heighten the risk of cybersecurity incidents. Additionally, the emergence and maturation of artificial intelligence capabilities may also lead to new and/or more sophisticated methods of attack, including fraud that relies upon “deep fake” impersonation technology or other forms of generative automation that may scale up the efficiency or effectiveness of cybersecurity attacks. Such incidents could lead to unauthorized access to data and systems, intentional or inadvertent releases of confidential information, including personally identifiable information, corruption of data and disruption of critical systems and operations. Despite the security measures we have in place and any additional measures we may implement in the future, our facilities and systems, and those of our third-party service providers, could be vulnerable to security breaches, computer viruses, ransomware attacks, phishing attacks, inadvertent data disclosures, programming errors, human errors or malfeasance, acts of vandalism or other events. Moreover, these threats are constantly evolving, thereby making it more difficult to successfully defend against them or to implement adequate preventive measures. We may not have the current capability to detect certain vulnerabilities, or may not detect them in a timely manner, which may allow those vulnerabilities to persist in our systems over long periods of time. DuringWe 2021, wehave experienced ain minorthe cybersecuritypast, incidentand atmay onecontinue ofto experience attempts, to gain unauthorized access to our operatinginformation locations, which was effectively contained.systems. Any disruption of our systems or cybersecurity incident or event resulting in the misappropriation, loss or other unauthorized disclosure of confidential information, whether by us directly or our third-party service providers, could damage our reputation, expose us to the risks of litigation and liability or regulatory fines, penalties or intervention, disrupt our business, require us to incur significant costs to remediate damage resulting from the incident or improve our information technology systems, or otherwise affect our results of operations, which could materially and adversely affect our business, results of operations or financial condition. In addition, as cybersecurity incidents continue to evolve in magnitude and sophistication, and our reliance on digital technologies continues to grow, we have expended and expect to continue to expend additional resources in order to continue to enhance our cybersecurity measures and to investigate and remediate any digital systems, related infrastructure, technologies and network security vulnerabilities. While we carry cyber insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim.

Artificial intelligence (“AI”) presents risks and challenges that could impact our business, including breaches of privacy or security incidents related to the use of AI. We are integrating AI tools into our systems, and our third-party service providers as well as our competitors may also develop or use such tools. AI may become more important to our operations or to our future growth over time. There can be no assurance that we will realize the desired or anticipated benefits, or any benefits, and we may not properly implement such technology. In addition, we or our AI service providers may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection, compliance, and transparency, among others, which could inhibit our or our service providers’ ability to maintain an adequate level of functionality or service. Our service providers may also incorporate AI into their services without disclosing such use to us, or fail to disclose risks presented by their use of AI. There is a risk that AI tools used by us or by our service providers could produce inaccurate or unexpected results or behaviors that could harm our business, customers or reputation. Our competitors or other third parties may incorporate AI in their business operations more quickly or more successfully than we do, which may negatively impact our ability to compete effectively. Additionally, the complex and rapidly evolving landscape around AI may expose us to claims, inquiries, demands and proceedings by private parties and regulatory authorities and subject us to legal liability as well as reputational harm. New laws and regulations are being adopted in various jurisdictions globally, including in the United States,States and European Union, and existing laws and regulations may be interpreted in ways that would affect our business operations and the way in which we use AI. Any of these outcomes could impair our ability to compete effectively, damage our reputation, result in the loss of our or our customers’ property or information and/or materially adversely affect our business, financial condition and results of operations.

When we executed the Shreveport Supply and Offtake Agreement, the inventories associated with such agreement were taken out of our revolving credit facility borrowing base. Should an early termination event occur, pursuant to the terms of the Supply and Offtake Agreement, we would need to seek alternative sources of financing, such as putting the inventory associated with the Shreveport Supply and Offtake Agreement back into our revolving credit facility, to meet our obligation to repurchase the inventory at then current market prices. In addition, upon expiration of the Shreveport Supply and Offtake Agreement, the cost of repurchasing the inventory may be at higher prices than we sold the inventory. If the price of the applicable products is well above the price at which we sold the inventory, we would have to pay more for the inventory than the price we sold the inventory for.inventory. If this is the case at the time of termination and we are unable to include the inventory associated with the Shreveport Supply and Offtake Agreement in our borrowing base, we could suffer a significant reduction in liquidity if J. Aron terminates the Shreveport Supply and Offtake Agreement and we have to repurchase the inventories.

We had approximately $2.1$2.3 billion of outstanding indebtedness as of December 31, 2024,2025, including $441.8$815.4 million of indebtedness at MRL, an unrestricted subsidiary of the Company and for which the parent Company is not a guarantor. We have availability for borrowings of approximately $116.1$242.5 million under our senior secured revolving credit facility. We have the ability to incur additional debt, including the ability to borrow up to an aggregate principal amount of $650.0 million at any time, subject to borrowing base limitations, under our revolving credit facility. A tranche of the revolving credit facility includes a $50.0 million senior secured first loaned in and last to be repaid out (“FILO”) revolving credit facility. In addition, as of February 28,27, 2025,2026, MRL had approximately $782$815.4 million of outstanding indebtedness under a loan guarantee agreement (the “DOE Facility”) with the U.S. Department of Energy (“DOE”) and MRL has the ability to draw additional tranches of up to $658$624.6 million from 2025 through the anticipated completion of this project in 2028. Calumet is not a guarantor of MRL indebtedness. Our substantial indebtedness could adversely affect our results of operations, business and financial condition, and our ability to meet our debt obligations. In addition, our level of indebtedness could have important consequences to us, including the following:

Our ability to service our indebtedness will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. If our operating results are not sufficient to service our current or future indebtedness, we will be forced to take actions such as reducing or delaying our business activities, acquisitions, investments and/or capital expenditures, selling assets, restructuring or refinancing our indebtedness, or seeking additional equity capital or bankruptcy protection. We may not be able to effect any of these remedies on satisfactory terms, or at all. Please readRead Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt and Credit Facilities” for additional information regarding our indebtedness.

Our ability to comply with the covenants and restrictions in our various financing arrangements, including our revolving credit facility, the DOE Facility, our secured hedge agreements and the indentures governing our senior notes may be materially adversely affected by events beyond our control.

If market or other economic conditions deteriorate, our ability to comply with these covenants and restrictions may be impaired. A failure to comply with the covenants, ratios or tests in our revolving credit facility, the DOE Facility, our secured hedge agreements, the indentures governing our senior notes or any other current or future indebtedness could result in an event of default under our revolving credit facility, our secured hedge agreements, the indentures governing our senior notes or our future indebtedness, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations. Among other things, in the event of any default on our indebtedness, our debt holders and lenders:

If our existing indebtedness were to be accelerated, there can be no assurance that we would have, or be able to obtain, sufficient funds to repay such indebtedness in full. Even if new financing were available, it may be on terms that are less attractive to us than our then existing credit facility or it may not be on terms that are acceptable to us. In addition, our obligations under our revolving credit facility are secured by a first priority lien on our accounts receivable, inventory and substantially all of our cash; our obligations under our secured hedge agreements and the BP Purchase Agreement are secured by a lien on certain of our real property, plant and equipment, fixtures, intellectual property, certain financial assets, certain investment property, commercial tort claims, chattel paper, documents, instruments and proceeds of the forgoing (including proceeds of hedge agreements); and the 2029 Secured Notes are secured by a first-priority lien on all of the fixed assets that secure our obligations under our secured hedge agreements, and if we are unable to repay our indebtedness under the revolving credit facility, the 2029 Secured Notes or satisfy the payment obligations under our secured hedge agreements or the payment obligations under the BP Purchase Agreement or obtain waivers of such defaults, then the lenders under our revolving credit facility, the counterparties to such agreements, and the holders of the 2029 Secured Notes could seek to foreclose on these assets. Please readRead Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt and Credit Facilities,” “— Short-Term Liquidity,” “— Long-Term Financing” and “— Master Derivative Contracts and Collateral Trust Agreement” for additional information regarding our long-term debt.

Our refining, blending and packaging site, terminal and related facility operations are subject to stringent federal, regional, state and local laws and regulations governing worker health and safety, the discharge of materials into the environment and environmental protection. These laws and regulations impose legal requirements that are applicable to our operations, including the obligation to obtain permits to conduct regulated activities, the incurrence of significant capital expenditures for air pollution control equipment to limit or prevent releases of pollutants from our facilities, the expenditure of significant monies in the application of specific health and safety criteria addressing worker protection, the requirement to maintain information about hazardous materials used or produced in our operations and to provide this information to required parties, and the incurrence of significant costs and liabilities for pollution resulting from our operations or from those of prior owners or operators of our facilities. Numerous federal and state governmental authorities, such as the U.S. EPA, OSHA andOSHA, the Louisiana Department of Environmental Quality (“LDEQ”), and the Montana Department of Environmental Quality (“MDEQ”), have the power to enforce compliance with these laws and regulations and the permits issued under them, often requiring challenging and costly actions. From time to time, we receive notices of violation, other enforcement proceedings and regulatory inquiries from governmental agencies alleging non-compliance with applicable environmental and occupational health and safety laws and regulations. Failure to comply with such laws and regulations as well as any issued permits and orders may result in the assessment of administrative, civil, and criminal sanctions, including monetary penalties, the imposition of remedial or corrective action obligations or the incurrence of capital expenditures, the occurrence of delays or cancellations in the permitting, development or expansion of projects, litigation, and the issuance of injunctions limiting or preventing some or all of our operations.

New worker safety and environmental laws and regulations, revised interpretations of such existing laws and regulations, increased governmental enforcement or other developments could require us to make additional, unforeseen expenditures. The adoption of more stringent environmental laws or regulations could impact us by requiring installation of new emission controls on some of our equipment, resulting in longer permitting timelines, and significantly increasing our capital expenditures and operating costs, which could adversely impact our business, cash flows and results of operation. Please readRead Items 1 and 2 “Business and Properties — Environmental and Occupational Health and Safety Matters” for additional information.

Under the RFS provisions of the Clean Air Act, the EPA sets or adjusts volume mandates for the percentages of four compliance categories—cellulosic biofuel, biomass-based diesel, advanced biofuel, and total renewable fuel—to be blended into gasoline and diesel produced or imported during each calendar year. Most recently, theThe EPA has established these volume mandates for RFS program years 2023, 2024 and 2025 under final rules published in June 2023.2023; the EPA further proposed RFS volume requirements for 2026 and 2027 in June 2025. We, and other refiners subject to RFS requirements, may meet those requirements by blending the necessary volumes of renewable transportation fuels into our production. To the extent that refiners cannot blend renewable fuels in the quantities required, those refiners may purchase renewable credits, referred to as RINs, which are created by blending done by others.

Our Shreveport and Great Falls refineries produce transportation fuels subject to the RFS volume mandates. Our annual RINs Obligation, which includes RINs that are required to be secured through either our own blending or through the purchase of RINs in the open market, is approximately 65 million RINs across the four compliance categories. However, the EPA granted certain of our refineries the small refinery exemption (“SRE”) provided by the RFS in past years including, most recently, in August 2025 for the 2018 program year.years 2019 through 2024. Refineries that receive a SRE are not subject to the RFS renewable blending requirements for the exempt volume in the corresponding calendar year. We have submitted SRE petitions for our Shreveport and Great Falls refineries which are pending for multiple program years, including 2018, 2019, 2020, 2021, 2022, 2023 and 2024.2025. Refer to Note 2 — “Summary of Significant Accounting Policies” under Part II, Item 8 “Financial Statements — Notes to Consolidated Financial Statements” for additional information relating to the status of SRE petitions for specific compliance years.

We cannot predict the final outcome of these matters or whether they may result in increased RFS program compliance costs. Moreover, the price of RINs remains subject to extreme volatility, with the potential for significant increases in price driven by political decisions rather than fundamentals. There also continues to be a shortage of advanced biofuel production resulting in increased difficulties meeting the original RFS program mandates. Our refineries produce a higher ratio of diesel than national averages, and since ethanol cannot be blended into diesel we therefore have a more difficult “compliance pathway” than average. The inability to receive an exemption under the RFS program for one or more of our refineries; any increase in the final minimum volumes of renewable fuels that must be blended with refined petroleum fuels; and/or any increase in the cost to acquire RINs may, individually or in the aggregate, have the potential to result in significanthigher costs in connection with RIN compliance, which costs could be material.

The threat of climate change continues to attract considerable attention in the United States and foreign countries. As a result, numerous proposalsapproaches have been madetaken and are likely to continue to be made at theby international, national, regional and state levelsregulatory of governmentbodies to monitor and limit emissions of GHGs as well as to eliminate such future emissions. As a result, our operations and potentially the operations of our customers are subject to a series of regulatory, political, physical, litigation and financial risks associated with the production and processing of fossil fuels and emissions of GHGs. Please seeSee Items 1 and 2 “Business and Properties — Environmental and Occupational Health and Safety Matters” for more discussion on the threat of climate change and restriction of GHG emissions.

There are also increasing financial risks if stockholders and bondholders concerned about the potential effects of climate change may elect in the future to shift some or all of their investments into non-fossil fuel energy related sectors. Additionally, at times, the lending and investment practices of institutional lenders have been the subject of intensive lobbying efforts in recent years pressuring such lenders to not to provide funding for oil and natural gas producers. While we do not produce oil or natural gas, such developments could affect our cost and access to capital. Similarly, political, physical, financial and litigation risks may result in certain companies engaged in the oil and natural gas production business restricting, delaying or canceling production activities, incurring liability for infrastructure damages as a result of climatic changes, or impairing the ability to continue to operate in an economic manner, which also could reduce demand for our products and services.

The occurrence of one or more of these developments could have a material adverse effect on our business, financial condition, results of operations and cash flows. Moreover, the increased competitiveness of alternative energy sources (such as wind, solar, geothermal and tidal), as well as any regulatory or other incentives to conserve energy, could reduce demand for hydrocarbons and therefore for our products, which could lead to a reduction in our revenues and cash flow available for payments on our debt obligations. For example, the Inflation Reduction Act of 2022 containscontained tax inducements and other provisions that incentivize investment, development, and deployment of alternative energy sources and technologies.technologies, but many of these tax inducements have been rescinded by the current administration and/or The One Big Beautiful Bill Act (“OBBBA”).

Our operations require numerous permits and authorizations under various occupational, environmentalenvironmental, import/export, and other laws and regulations. These authorizations and permits are subject to revocation, renewal or modification and can require operational changes to limit impacts or potential impacts on the environment and/or the health or safety of workers. New policy objectives and regulatory initiatives pursued under the Biden Administration as well as changesChanges in leadership or priorities at the federal or state level may result in more stringent conditions with respect to the acquisition of these authorizations and permits. Additionally, a violation of an authorization or permit conditions or other legal or regulatory requirements could result in substantial fines, criminal sanctions, permit revocations, injunctions and/or facility shutdowns. Any or all of these matters could have a negative effect on our business, results of operations and cash flow available for payments on our debt obligations.

Montana Renewables was formed in 2021 and has a limited operating history, as Montana Renewables has only been distributing renewable fuels since December 2022. The Company is experienced in operating facilities, such as the Montana Renewables facility, and expects to continue to leverage the Company’s operating experience, as well as its experience in selling and distributing renewable fuels.

The occurrence of such events could significantly reduce or eliminate revenues generated by Montana Renewables and significantly increase the expenses of Montana Renewables, thereby jeopardizing the ability of Montana Renewables to generate revenues sufficient to pay its outstanding debt obligations. While Montanathe Renewables Holdings LLC (“MRHL”)Company maintains insurance to protect against certain of these operating risks, the proceeds of such insurance may not be adequate to cover Montana Renewable’s lost revenues or increased costs. Under such circumstances, no assurance can be given concerning the ability of Montana Renewables to generate sufficient revenues to make timely payments of its debt obligations.

Montana Renewables Holdings LLC (“MRHL”) may also face civil liabilities or fines in the ordinary course of its business as a result of damages to third parties. These liabilities may result in the MRHL making indemnification payments in accordance with applicable laws to the extent and in the amount that such indemnification payments are not covered by MRHL’sthe Company’s insurance policies.

All permits and approvals issued by governmental agencies expire and must be renewed if the permitted activity is not complete. Renewals of operating permits require ongoing compliance and may result in new requirements being imposed by governmental agencies. There is no assurance that required renewals will be obtained when required to continue operation or that the Montana Renewables facility will be able to satisfy the requirements for renewal or continued operation. The inability to maintain required permits in force and effect, and their amendment, suspension or revocation would have adverse effects on the Montana Renewables facility’s operations and our financial performance. Additionally, as a result of the DOE Loan, Montana Renewables is subject to various covenants and compliance requirements, such as paying prevailing wages and complying with the Davis-Bacon Act of 1931. These additional requirements could result in increased compliance costs and any failure to comply with these requirements could have a material adverse effect on the Company.

As with many producers, our margins are supported by federal, state and provincial government programs that incentivize the production, blending and use of renewable and low-carbon fuels. While the general trend over time has been for these programs to expand both in number and scope, such continued growth is not guaranteed and is subject to potential changes in political and public support. For example, since the enactment of the U.S. blender’s tax credit (“BTC”) (Section 40A of the IRC) in 2004 with specified sunset dates, there have been several occasions where the renewal and extension of the credit has been in doubt, only for it to be renewed and extended close to (and in some cases, after) expiration. Many factors affect political and public support, which cannot be fully evaluated or predicted at this time.

The production of renewable fuels is a growing industryindustry, and we are expecting to encounter significant competition in the marketplace.

The production of renewable fuels is a growing industryindustry, and we are expecting to encounter significant competition in the marketplace. Emerging trends that develop as industry production of renewable fuels increases may adversely affect our business, financial condition, results of operations and prospects. We have encountered and will continue to encounter risks and difficulties frequently experienced by growing companies in rapidly changing industries, including unpredictable and volatile revenues and increased expenses as our business continues to grow. In addition, new technologies or methods of operation may be developed that improve the quality of the fuel, increase production, or decrease the costs of production.

Montana Renewables balance sheet includes a Loan Guarantee Agreement (the “LGA”) with the USU.S. Government.

On January 10, 2025, Montana Renewable and the U.S. Department of Energy entered into a Loan Guarantee Agreement whereby Montana Renewables may borrow from the Federal Finance Bank of the USU.S. Treasury, and DOE will guarantee repayment of that indebtedness (the “DOE Loan”). Calumet is not a guarantor. On January 28, 2025 MRL drew a first advance of approximately $782 million at a 15-year tenor and an interest rate of 4.884%. The LGA gives DOE the right to approve certain activities which may limit MRL freedom of action or conflict with stockholder interests. Should MRL default under the LGA the repayment of MRL indebtedness would be accelerated.

The Company is subject to extensive tax liabilities, including federal, state, local and foreign taxes such as income, excise, sales/use, payroll, franchise, property, gross receipts, withholding and ad valorem taxes. New tax laws and regulations and changes in existing tax laws and regulations, such as the IRA,OBBBA, are continuously being enacted or proposed and could result in increased expenditures for tax liabilities in the future. These liabilities are subject to periodic audits by the respective taxing authorities, which could increase our tax liabilities. Subsequent changes to our tax liabilities as a result of these audits may also subject us to interest and penalties. There can be no certainty that our federal, state, local or foreign taxes could be passed on to our customers.

The historical consolidated financial statements included in this Annual Report reflect all of the assets, liabilities and results of operations of Calumet, Inc. and its consolidated subsidiaries (“Calumet,” the “Company,” “we,” “our,” or “us”). The following discussion analyzes the financial condition and results of operations of the Company for the years ended December 31, 2025, 2024, 2023 and 2022.2023, respectively. Stockholders should read the following discussion and analysis of the financial condition and results of operations of the Company in conjunction with the historical consolidated financial statements and notes included elsewhere in this Annual Report.

Our operations are managed using the following reportable segments: Specialty Products and Solutions; Performance Brands; Montana/Renewables; and Corporate. For additional information, seerefer to Note 18 — “Segments and Related Information” under Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements.” In our Specialty Products and Solutions segment, we manufacture and market a wide variety of solvents, waxes, customized lubricating oils, white oils, petrolatums, gels, esters, and other products. Our specialty products are sold to domestic and international customers who purchase them primarily as raw material components for consumer-facing and industrial products. In our Performance Brands segment, we blend, package and market high performance products through our Royal Purple, Bel-Ray, and TruFuel brands. Our Montana/Renewables segment is comprised of two facilities — renewable fuels and specialty asphalt. At our Great FallsMontana renewable fuels facility, we process a variety of geographically advantaged renewable feedstocks into renewable diesel, sustainable aviation fuel, renewable hydrogen, renewable natural gas, renewable propane, and renewable naphtha that are distributed into renewable markets in the western half of North America. At our Montana specialty asphalt facility, we process Canadian crude oil into conventional gasoline, diesel, jet fuel and specialty grades of asphalt, with production sized to serve local markets. Our Corporate segment primarily consists of general and administrative expenses not allocated to the Specialty Products and Solutions, Performance Brands or Montana/Renewables segments.

On January 16,12, 2025,2026, Calumet Specialty Products Partners, L.P. (the “Partnership”) and Calumet Finance Corp. (collectively,“Finance Corp.” and, together with the Partnership, the “Issuers”), each a subsidiary of the Company, issued $100.0$405.0 million aggregate principal amount of a new series of the Issuers’ 9.75% Senior Notes due 20282031 (the “20282031 Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act. The 2028 Notes were issued at 98%Act of par1933, foras netamended proceeds of approximately $96.2 million, after deducting (the initial“Securities purchasers’ discount and estimated offering expenses.Act”). The Company intendssubsequently toredeemed use the net proceeds from the offering of the Notes to redeem a portionall of the Issuers’ outstanding 11.00% Senior Notes due 2026 (the “2026 Notes”) and all of the Issuers’ outstanding 8.125% Senior Notes due 2027 (the “2027 Notes”) on or before AprilJanuary 15,21, 2025.2026. Refer to Note 21 — “Subsequent Events” under Part II, Item 8 “Financial Statements — Notes to Consolidated Financial Statements” for further information.

InDuring addition,the fourth quarter of 2025, the Company receivedentered $40.0into millioncrack ofspread cashswaps fromfor Stonebriar10,000 onbarrels theper Fundingday, Datewhich inis satisfactionapproximately 25% of the remainingCompany’s purchaseexpected pricefuels for the Montana Refinery Asset Financing Arrangement.production. Refer to Note 89 — “Long-Term DebtDerivatives” under Part II, Item 8 “Financial Statements — Notes to Consolidated Financial Statements” for furtheradditional information regarding the Montana Refinery Asset Financing Arrangement.information.

During the fourth quarter of 2024,2025, our business continued to benefit from strong productionand volumes.reliable operations. In the fourth quarter, we achieved newan operational milestones,milestone, includingsetting anothera exceptionalnew production quarter following the volume records set in the third quarter of 2024record in our specialtiesSpecialty business.Products and Solutions segment. At Montana Renewables, we successfullycontinue completedto ameet plannedor turnaround in December and achievedoutperform our year end operational cost targettargets ofand $0.70/gallon.demonstrate Additionally,success wein continuemonetizing toSection benefit45Z fromClean Fuel Production Tax Credits (“CFPCs”). This enhanced operational performance followingis a direct result of the capital investments we have made over the past few years on projects designed to improve asset reliability.

In our Specialties Products and Solutions and Performance Brands segments, we continue to benefit from an attractive specialty product margin environment,environment. which has proved resilient despite the weakened commodity margin environment hampering results for our fuel based products. As anticipated, fourth quarter results reflected typical seasonal impactsCompared to the fuelthird quarter, our fuels and asphalt business.business benefitted from improved commodity margins. Demand for our products in these businesses remained strong in comparison to historical averages and we continue to leverage the benefits of our fully integrated specialty business in this market. As expected, margins continue to normalize relative to the record highs experienced in the second half of 2022 and early 2023. We expect the current margin environment for both specialty products and fuel based products to continue into the first quarter of 2025. Further, we believe low unemployment and stabilizing raw material and packaging costs point to a continuation of healthy demand for the majority of our products. While the risk of recession and inflation continue to be monitored, our plants and the industry are expected to operate at high rates to meet market demand.2026.

In our Montana/Renewables segment, we continue to see strong demand for our renewable fuel products. We maintain our outlook of strong demand for renewable fuel products, including those we produce at our Montana Renewables facility.products. We believe long-term demand for renewable fuel products will only continue to grow as a result of the increased Federal policy focus on domestic fuel production, the rapid expansion of both voluntary and mandatory corporate decarbonization targetstargets, andparticularly the benefits thereto for theglobal aviation industry, strategic alignment with the agricultural industry as a source of renewable fuels represent a key end market,feedstocks, broad sustainability initiatives, and Federal, State, Provincial and local governmental mandates and incentives that have been passed or announced byin national,North state,America and provincial jurisdictions across the globe.globally. In lightaviation, offorecasted the global decarbonization initiatives, forecasts of future renewable fuelSAF availability still fallfalls short of the necessary emissions reductions that would be required to reach established decarbonization and/or net-zero goals, aswhich adequatewill supply does not exist yet. For example, in 2024, our Montana Renewables facility was one of the only facilities in North America capable ofdrive SAF production at scale.pricing. We believe that our advantage as a first-mover in the renewable fuels market positions us as a key producer for potential offtake partners to help them reach their announced targets. In November 2024, we conducted a planned turnaround to change catalyst at our Montana Renewables facility, which was completed successfully in December. The timing of the turnaround was planned to coincide with a period of margin uncertainty as the blender tax credit transitions to the production tax credit.

Our Montana specialty asphalt facility continuescontinued to be impacted by WCSnarrower inflationarythan pressure,usual WCS-WTI spreads in the fourth quarter, but is beginning to experience marginal benefit from the widening of heavy crude oil spreads in response to recent market and geopolitical events. The facility remains strategically advantaged due to its local access to cost-advantaged Canadian conventional crude oil, while producing additional fuels and refined products for delivery into the regional market. Due to its strategic location and logistical capabilities, we believe that our Montana specialty asphalt facility is well-positioned to continue to serve long-standing customers in the regional market.

For a summary of litigation and other contingencies, please read Note 6 — “Commitments and Contingencies” under Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements.” Based on information available to us at the present time, we do not believe that any liabilities beyond the amounts already accrued, which may result from these contingencies, will have a material adverse effect on our liquidity, financial condition or results of operations.

We reported a net loss of $33.8 million in 2025, versus net loss of $222.0 million in 2024, versus net income of $48.1 million in 2023.2024. We reported Adjusted EBITDA with Tax Attributes (as defined in Item 7 “Management’s Discussion and Analysis — Non-GAAP Financial Measures”) of $194.8$293.3 million in 2024,2025, versus $260.5$229.3 million in 2023.2024. We usedgenerated cash from operating activities of $108.9 million in 2025, versus using cash from operating activities of $46.4 million in 2024, versus using cash from operating activities of $14.9 million in 2023.2024.

Please readRead Item 7 “Management’s Discussion and Analysis — Non-GAAP Financial Measures” for a reconciliation of EBITDAEBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes to Net income (loss), our most directly comparable financial performance measure calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”).

As of December 31, 2024,2025, we had total liquidity of $178.2$447.6 million comprised of $38.1$125.1 million of unrestricted cash, $80.0 million of restricted cash and $140.1$242.5 million of availability under our revolving credit facilities. As of December 31, 2024,2025, our revolving credit facilities had a $472.1$412.3 million borrowing base, $286.6$94.6 million in outstanding borrowings and $45.4$75.2 million of outstanding standby letters of credit. We believe we will continue to have sufficient liquidity from cash on hand, projected cash flow from operations, borrowing capacity and other means by which to meet our financial commitments, debt service obligations, contingencies, and anticipated capital expenditures for at least the next 12 months. Please readRead Item 7 “Management’s Discussion and Analysis — Liquidity and Capital Resources” and Part I, Item 1A. “Risk Factors” for additional information.

For the year ended December 31, 2024,2025, we recorded a gain of $31.9$114.1 million for RINs, as compared to a gain of $231.2$31.9 million for RINs for the year ended December 31, 2023.2024. The fiscal year 2025 gain reflects a reduction in the RINs Obligation liability recorded on the Company’s consolidated balance sheets as a result of the Small Refinery Exemptions received from EPA in August 2025, partially off-set by a significant increase in RINs prices. The fiscal year 2024 gain reflects a reduction in the RINs Obligation liability recorded on the Company’s consolidated balance sheets, primarily due to lower RINs prices. Our gross RINs Obligation, which includes RINs that are required to be secured through either our own blending or through the purchase of RINs in the open market, is spread across four compliance categories (D3, D4, D5 and D6). The gross RINs obligations may be satisfied by our own renewables blending, RIN purchases, or receipt of small refinery exemptions.

SeeRefer to Note 2 — “Summary of Significant Accounting Policies” under Part II, Item 8 “Financial Statements — Notes to Consolidated Financial Statements” for further information on the Company’s RINs obligation.

SeeRefer to Note 19 — “Unrestricted Subsidiaries” under Part II, Item 8 “Financial Statements — Notes to Consolidated Financial Statements” for further information regarding certain financial information of our unrestricted subsidiaries.

Our primary raw materials are crude oil, renewable feedstocks and other specialty feedstocks, and our primary outputs are specialty consumer facing and industrial products, specialty branded products, and fuel and renewable fuel products. The prices of crude oil, specialty products and fuel and renewable fuel products are subject to fluctuations in response to changes in supply, demand, market uncertainties and a variety of factors beyond our control. We monitor these risks and from time-to-time enter into derivative instruments designed to help mitigate the impact of commodity price fluctuations on our business. The primary purpose of our commodity risk management activities is to economically hedge our cash flow exposure to commodity price risk. We may also hedge when market conditions exist that we believe to be out of the ordinary and particularly supportive of our financial goals. We enter into derivative contracts for future periods in quantities that do not exceed our projected purchases of crude oil and natural gas and sales of fuel products. Please readRead Note 9 — “Derivatives” under Part II, Item 8 “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements.”

Segment Adjusted gross profit. Specialty Products and Solutions, Montana/Renewables and Performance Brands products segment Adjusted gross profit measures are useful as they exclude transactions not related to our core cash operating activities and provide metrics to analyze the profitability of the core cash operations of our segments. We define segment Adjusted gross profit as segment gross profit excluding the impact of (a) LCM inventory adjustments; (b) the impact of liquidation of inventory layers calculated using the LIFO method; (c) RINs mark-to-market adjustments; and(d) RINs incurrence expense; (de) depreciation and amortization.amortization; and (f) all extraordinary, unusual or non-recurring items of revenue or cost of sales.

Segment Adjusted EBITDA.EBITDA and Segment Adjusted EBITDA with Tax Attributes. We believe that Specialty Products and Solutions, Montana/Renewables and Performance Brands segment Adjusted EBITDA and Adjusted EBITDA with Tax Attributes measures are useful as they exclude transactions not related to our core cash operating activities and provide metrics to analyze our ability to pay interest to our noteholders. Adjusted EBITDA and Adjusted EBITDA with Tax Attributes allows us to meaningfully analyze the trends and performance of our core cash operations as well as to make decisions regarding the allocation of resources to segments. Corporate Adjusted EBITDA primarily reflects general and administrative costs.

The following table reflects our consolidated results of operations and includes the non-GAAP financial measures EBITDAEBITDA, Adjusted EBITDA, and Adjusted EBITDA.EBITDA with Tax Attributes. For a reconciliation of EBITDAEBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes to Net income (loss), our most directly comparable financial performance measure calculated and presented in accordance with GAAP, please read “Non-GAAP Financial Measures.Measures” (in millions):

We include in this Annual Report the non-GAAP financial measures EBITDAEBITDA, Adjusted EBITDA, and Adjusted EBITDA.EBITDA with Tax Attributes. We provide reconciliations of EBITDAEBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes to Net income (loss), our most directly comparable financial performance measure calculated and presented in accordance with GAAP.

EBITDAEBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes are used as supplemental financial measures by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others, to assess:

We believe that these non-GAAP measures are useful to analysts and investors as they exclude transactions not related to our core cash operating activities and provide metrics to analyze our ability to pay interest to our noteholders. However, the indentures governing our senior notes contain covenants that, among other things, restrict our ability to pay distributions.dividends. We believe that excluding these transactions allows investors to meaningfully analyze trends and performance of our core cash operations.

We define EBITDA for any period as net income (loss) plus interest expense (including amortization of debt issuance costs), income taxes and depreciation and amortization. Historically, we considered net income (loss) to be the most directly comparable GAAP measure to EBITDA. We believe net income (loss) is the most directly comparable GAAP measure to EBITDA.

We define Adjusted EBITDA for any period as EBITDA adjusted for (a) impairment; (b) unrealized gains and losses from mark-to-market accounting for hedging activities; (c) realized gains and losses under derivative instruments excluded from the determination of net income (loss); (d) non-cash equity-based compensation expense and other non-cash items (excluding items such as accruals of cash expenses in a future period or amortization of a prepaid cash expense) that were deducted in computing net income (loss); (e) debt refinancing fees, extinguishment costs, premiums and penalties; (f) any net gain or loss realized in connection with an asset sale that was deducted in computing net income (loss); (g) amortization of turnaround costs; (h) LCM inventory adjustments; (i) the impact of liquidation of inventory layers calculated using the LIFO method; (j) RINs mark-to-market adjustments; (k) RINs incurrence expense; and (kl) all extraordinary, unusual or non-recurring items of gain or loss, or revenue or expense.

The definition of Adjusted EBITDA presented in this Annual Report is similar to the calculation of “Consolidated Cash Flow” contained in the indentures governing our senior notes. We are required to report Consolidated Cash Flow to the holders of our senior notes and Adjusted EBITDA to the lenders under our revolving credit facility, and these measures are used by them to determine our compliance with certain covenants governing those debt instruments. Please readRead “Liquidity and Capital Resources — Debt and Credit Facilities” for additional details regarding the covenants governing our debt instruments.

EBITDAEBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes should not be considered alternatives to Net income (loss) or Operating income (loss) or any other measure of financial performance presented in accordance with GAAP. In evaluating our performance as measured by EBITDAEBITDA, Adjusted EBITDA, and Adjusted EBITDA,EBITDA with Tax Attributes, management recognizes and considers the limitations of these measurements. EBITDAEBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes do not reflect our liabilities for the payment of income taxes, interest expense or other obligations such as capital expenditures. Accordingly, EBITDAEBITDA, and,Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes are only two of several measurements that management utilizes. Moreover, our EBITDAdefinition of EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes may not be comparable to similarly titled measures of another company because all companies may not calculate EBITDAEBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes in the same manner.

The following tables present a reconciliation of Net income (loss), our most directly comparable GAAP financial performance measure to EBITDAEBITDA, Adjusted EBITDA, and Adjusted EBITDA,EBITDA with Tax Attributes for each of the periods indicated.indicated (in millions).

The historical unaudited condensed consolidated financial statements included in this Quarterly Report reflect all of the assets, liabilities and results of operations of Calumet, Inc. (“Calumet,” the “Company,” “we,” “our,” or “us”). The following discussion analyzes the financial condition and results of operations of the Company for the three and six months ended MarchJune 31,30, 2026. Stockholders should read the following discussion and analysis of our financial condition and results of operations in conjunction with our 2025 Annual Report and our historical unaudited condensed consolidated financial statements and notes included elsewhere in this Quarterly Report.

Crack Spread Swaps Sales and Purchase Contracts

On March 27, 2026, EPA announced a final rule to establish required Renewable Fuel Standard Volumes and percentage standards for 2026 and 2027, which sets the highest renewable fuel volumes in the history of the program. The EPA’s updated Renewable Volume Obligations (“RVOs”) establish total demand of 26.81 billion RINs and 27.02 billion RINs for 2026 and 2027, respectively, providing a historic level of annualized support for the biofuels industry. The 2026 and 2027 volumes include approximatelysome 70% ofearlier renewable fuel volumes previously waived through small refinery exemptions (“SREs”) across the 2023–2025 compliance periods. These actions are expected to improve biobased diesel industry margins; improveand utilization;industry utilization, and attract currently idled higher-cost biodiesel producers to re-enter the market in order to meet mandated demand. The RVO framework is aligned with a broader national focus on domestic energy security. The EPA has also proposed that beginning in 2028, foreign source renewable fuels and feedstocks will receive only half the RFS compliance value of American-made products, materially enhancing the competitive position of domestic producers. Consistent with these developments, 2026 RIN prices continued to recover through April following the RVO announcement. Against this favorable regulatory backdrop, MRL’s strategic location and proximity to domestic customers and suppliers position the company for strong performance in the second half of 2026, continued momentum into 2027, and a sustained long-term competitive advantage.

FirstSecond Quarter 2026 Update

In our SpecialtiesSpecialty Products and Solutions andresults Performanceimproved Brandssignificantly segments,in wethe continuesecond quarter as compared to benefitboth fromthe anprior attractivequarter specialtyand productprior marginyear, environment,following althoughthe marginstemporary werecompression temporarily compressedexperienced in the first quarterquarter, dueas topreviously feedstockimplemented headwinds.price increases reached full realization and crude oil prices declined. Our fuels and asphalt business was also impactedbenefited byfrom the resolution of the temporary Shreveport production issues,issues partiallythat offsettingimpacted improvedthe first quarter, further improving commodity margins. Margins in our Performance Brands segment remained compressed, as ongoing supply constraints in global specialty Group III base oil and synthetic feedstock markets kept input costs elevated despite lower crude oil prices. Demand for our products in these businesses remained strong and we continue to leverage the benefits of our fully integrated specialty business in this market. We expect the current margin environment for both specialty products and fuel-based products to continue to be volatilevolatile, and above historical industry margins in the near-term due to the Iran conflict impacting global feedstocks and the Company continues to implement price increases that began in the first quarter of 2026.feedstocks.

In our Montana/Renewables segment, we believe long-term demand for renewable fuel products will continue to grow supported by Federal, State, Provincial and local governmental mandates and incentives that have been enacted or announced in North America and globally. Collectively, these policies focus on domestic fuel security, strategic alignment with the agricultural industry as a source of renewable feedstocks, sustainability initiatives, transportation fuel cleanliness including ongoing reduction in particulates, and expansion of both voluntary and mandatory corporate decarbonization targets, particularly for hard-to-abate sectors including the global aviation industry. We believe that our advantage as a first-mover in sustainable aviation fuels market positions us as a preferred supplier to our potential offtake partners’ SAF strategies. The start-up of our MaxSAF® 150 project allows us to shift our renewable product mix toward more SAF production which has historically realized higher pricing relative to renewable diesel, and we expect this change in product mix to support improved margin realizations immediately and long-term. The margins experienced late in the second quarter of 2026 after the completion of the project referenced above are significantly above the prior year and have continued early on in the third quarter of 2026.

We reported net loss of $317.0$95.9 million in the firstsecond quarter 2026 versus a net loss of $162.0$147.9 million in the firstsecond quarter 2025. Net loss in the firstsecond quarter of 2026 was significantly impacted by the following non-cash items:

We reported Adjusted EBITDA with Tax Attributes (as defined in Note 10 — “Segments and Related Information” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements”) of $50.1$175.2 million in the firstsecond quarter 2026 versus $55.0$76.5 million in the firstsecond quarter 2025. We usedgenerated cash from operating activities of $86.2$92.3 million in the firstsecond quarter 2026 versus using cash from operating activities of $29.3$1.8 million in the firstsecond quarter of 2025.

Specialty Products and Solutions segment Adjusted EBITDA was $44.3$161.7 million in the firstsecond quarter 2026 versus $56.3$66.8 million in the firstsecond quarter 2025. Compared to the prior period, Specialty Products and Solutions firstsecond quarter 2026 segment Adjusted EBITDA was negativelypositively impacted by compressedexpanded margins driven by higherthe full realization of previously implemented price increases made as a result of the global conflicts impacting the industry and lower crude oil costscosts, and reducedimproved production atfollowing oura planned Shreveport facility.turnaround in June 2025 that reduced output in the prior year period.

Montana/Renewables segment Adjusted EBITDA loss was $12.3$10.7 million in the firstsecond quarter 2026 versus loss of $13.6$5.1 million in the firstsecond quarter 2025. Montana/Renewables segment Adjusted EBITDA with Tax Attributes was $10.2$26.6 million in the firstsecond quarter 2026 compared to $3.3$16.3 million in the prior period. Compared to the prior year, Montana/Renewables segment Adjusted EBITDA with Tax Attributes primarily reflected lower renewable fuels production volumes of 41.8% in the current period due to planned turnaround and MaxSAF® 150 project activity and was favorablystill impactedable byto deliver a $10.3 million increase in Adjusted EBITDA with Tax Attributes. This significant improvement in performance is a direct result of improved margins on renewable fuel sales and a reduction in the carbon intensity (“CI”) of produced fuels. The CI improvements were achieved in part through the purchase of renewable electricity credits, which enhance the businesses’ CI score and supported higher net realizations under applicable credit and regulatory programs. This impact was partially offset by lower volumes as a result of the planned shutdown for the MaxSAF® 150 expansion project. Overall, the segment continued to benefit fromsales, operating cost improvements realized through priorpreviously yeardiscussed initiatives.initiatives and a continued focus on improving in our carbon intensity (CI) metrics. As discussed above, EPA’s final Renewable Volume Obligation (“RVO”) has been received favorably by the market, contributing to improved market pricing for renewable fuels and related credit values. These conditions supported renewable fuel margins during the period and increased market confidence in industry fundamentals. AdjustedThe EBITDAabove inresults thewere legacyfurther specialtyimpacted asphalt business was largely flat, asby gains in legacy fuel margins werepartially offset by weaker asphalt margins as a resultresulting from the lag in asphalt price increases duringfollowing a period of rapidly risingelevated crude oil prices.costs. However, June marked a turnaround in asphalt margins, which returned to positive territory.

As of MarchJune 31,30, 2026, we had total liquidity of $462.8$581.6 million comprised of $138.6$109.8 million of unrestricted cash, $40.0 million of restricted cash and $284.2$431.8 million of availability under our credit facility. As of MarchJune 31,30, 2026, our revolving credit facility had a $425.7$500.0 million borrowing base, $46.3$49.9 million in outstanding standby letters of credit and $95.2$18.3 million of outstanding borrowings. We believe we will continue to have sufficient liquidity from cash on hand, projected cash flow from operations, borrowing capacity and other means by which to meet our financial commitments, debt service obligations, contingencies, and anticipated capital expenditures for at least the next 12 months. Refer to Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for additional information.

During the firstsecond quarter 2026, we recorded a loss of $140.1$155.3 million for RINs in cost of sales in the unaudited condensed statements of operations, as compared to a loss of $97.4$90.8 million for RINs in the firstsecond quarter 2025. Our gross RINs Obligation, which includes RINs that are required to be secured through either our own blending or through the purchase of RINs in the open market, is spread across four compliance categories (D3, D4, D5 and D6). The gross RINs obligations may be satisfied by our own renewables blending, RIN purchases, or receipt of small refinery exemptions.

Expenses related to RFS compliance have the potential to remain a significant expense for our two segments containing fuels products. If legal or regulatory changes occur that have the effect of increasing our RINs Obligation or eliminating or narrowing the availability of the small refinery exemption under the RFS program, we could be required to purchase additional RINs in the open market, which may materially increase our costs related to RFS compliance and could have a material adverse effect on our results of operations and liquidity.

Results of Operations for the Three and Six Months Ended MarchJune 31,30, 2026 and 2025

Changes in Results of Operations for the Three Months Ended MarchJune 31,30, 2026 and 2025

Sales. Sales increased $35.8$418.5 million, or 3.6%,40.8%, to $1,029.7$1,445.1 million in the three months ended MarchJune 31,30, 2026, from $993.9$1,026.6 million in the same period in 2025. Sales for each of our principal product categories in these periods were as follows:

The components of the $54.9$384.6 million increase in Specialty Products and Solutions segment sales for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025, were as follows (in millions):