Calumet, Inc. /DE
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 27, 2026
CLMT$36.06-9.0%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits
(a)(1)Consolidated Financial Statements
The consolidated financial statements of Calumet, Inc. are included in Part II, Item 8 “Financial Statements and Supplementary Data.”
(a)(2)Financial Statement Schedules
All schedules are omitted because they are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.
(a)(3)Exhibits
See Index to Exhibits of this Annual Report.
Index to Exhibits
| | | | | |
|---|---|---|---|---|
| Exhibit Number | | | | Description |
| 2.1 | | — | | Partnership Restructuring Agreement, dated as of November 9, 2023, by and among the Partnership, the General Partner and the other parties thereto (incorporated by reference to Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on November 9, 2023 (File No. 000-51734)). |
| 2.2 | | — | | First Amendment to Partnership Restructuring Agreement, dated as of February 9, 2024, by and among Calumet Specialty Products Partners, L.P., Calumet GP, LLC and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on February 12, 2024 (File No. 000-51734)). |
| 2.3 | | — | | Conversion Agreement, dated as of February 9, 2024, by and among Calumet Specialty Products Partners, L.P., Calumet GP, LLC, Calumet, Inc., Calumet Merger Sub I LLC, Calumet Merger Sub II LLC and the other parties thereto (incorporated by reference to Exhibit 10.2 to the Partnership’s Current Report on Form 8-K filed with the Commission on February 12, 2024 (File No. 000-51734)). |
| 2.4 | | — | | First Amendment to Conversion Agreement, dated as of April 17, 2024, by and among Calumet , Inc., Calumet Specialty Products Partners, L.P., Calumet GP, LLC, Calumet Merger Sub I LLC, Calumet Merger Sub II LLC and the other parties thereto (incorporated by reference to Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on April 19, 2024 (File No. 000-51734)). |
| 3.1 | | — | | Amended and Restated Certificate of Incorporation of Calumet, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 10, 2024 (File No. 001-42172)). |
| 3.2 | | — | | Amended and Restated Bylaws of Calumet, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 10, 2024 (File No. 001-42172)). |
| 4.1 | | — | | Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 28, 2025 (File No. 001-42172)). |
| 4.2 | | — | | Indenture, dated June 27, 2023, by and among Calumet Specialty Products Partners, L.P., Calumet Finance Corp., the guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on June 29, 2023 (File No. 000-51734)). |
| 4.3 | | — | | Form of 9.75% Senior Notes due 2028 (included in Exhibit 4.2). |
| | | | | |
|---|---|---|---|---|
| Exhibit Number | | | | Description |
| 4.4 | | — | | Indenture, dated March 7, 2024, by and among Calumet Specialty Products Partners, L.P., Calumet Finance Corp., the guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Partnership's Current Report on Form 8-K filed with the Commission on March 12, 2024 (File No. 000-51734)). |
| 4.5 | | — | | Form of 9.25% Senior Secured First Lien Notes due 2029 (included in Exhibit 4.4). |
| 4.6 | | — | | Indenture, dated January 16, 2025, by and among Calumet Specialty Products Partners, L.P., Calumet Finance Corp., the guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the Commission on January 16, 2025 (File No. 001-42172)). |
| 4.7 | | — | | Form of 9.75% Senior Notes due 2028 (included in Exhibit 4.6). |
| 4.8 | | — | | Indenture, dated January 12, 2026, by and among Calumet Specialty Products Partners, L.P., Calumet Finance Corp., the guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the Commission on January 12, 2026 (File No. 001-42172)). |
| 4.9 | | — | | Form of 9.75% Senior Notes due 2031 (included in Exhibit 4.8). |
| 4.10 | | — | | Registration Rights Agreement, dated as of July 10, 2024, by and among Calumet, Inc. and the stockholders party thereto (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 10, 2024 (File No. 001-42172)). |
| 4.11 | | — | | Stockholders’ Agreement, dated as of July 10, 2024, by and between Calumet, Inc. and The Heritage Group (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 10, 2024 (File No. 001-42172)). |
| 4.12 | | — | | Warrant Agreement, dated as of July 10, 2024, by and among Calumet, Inc. and Computershare Inc. and Computershare Trust Company, N.A., as warrant agent (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 10, 2024 (File No. 001-42172)). |
| 4.13 | | — | | Form of Warrant Certificate (included in Exhibit 4.14). |
| 10.1 | | — | | Amended Crude Oil Sale Contract, effective April 1, 2008, between Plains Marketing, L.P. and Calumet Shreveport Fuels, LLC (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on March 20, 2008 (File No. 000-51734)). |
| 10.2 | | — | | Third Amended and Restated Credit Agreement, dated as of February 23, 2018, by and among Calumet Specialty Products Partners, L.P. and certain of its subsidiaries as Borrowers, certain of its subsidiaries as Guarantors, the Lenders, Bank of America, N.A., as Agent, JPMorgan Chase Bank, N.A and Wells Fargo Bank, N.A., as Co-Syndication Agents (incorporated by reference from exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the commission on March 1, 2018 (File-No. 000-51734)). |
| 10.3 | | — | | First Amendment to Third Amended and Restated Credit Agreement, dated as of September 4, 2019, by and among Calumet Specialty Products Partners, L.P. and certain of its subsidiaries as Borrowers, certain of its subsidiaries as Guarantors, the Lenders, Bank of America, N.A., as Agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A., as Co-Syndication Agents (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on September 6, 2019 (File No. 000-51734)). |
| 10.4 | | — | | Consent and Amendment No. 2 to Third Amended and Restated Credit Agreement dated as of November 18, 2021, by and among Calumet Specialty Products Partners, L.P., Bank of America, N.A., and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on November 24, 2021 (File No. 000-51734)). |
| 10.5 | | — | | Third Amendment to Credit Agreement dated as of January 20, 2022, by and among Calumet Specialty Products Partners, L.P., Bank of America, N.A., and the other parties signatory thereto (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on January 24, 2022 (File No. 000-51734)). |
| | | | | |
|---|---|---|---|---|
| Exhibit Number | | | | Description |
| 10.6 | | — | | Amended and Restated Collateral Trust Agreement, dated as of April 20, 2016, among Calumet Specialty Products Partners, L.P., the obligors party thereto, the secured hedge counterparties party thereto and Wilmington Trust, National Association, as Trustee and Collateral Trustee (incorporated by reference to exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the commission on April 21, 2016 (File No. 000-51734)). |
| 10.7 | | — | | Second Amended and Restated Intercreditor Agreement, dated April 20, 2016, by and among the Collateral Trustee, Bank of America, N.A., as administrative agent, and the obligors named therein (incorporated by reference to exhibit 10.2 to the Partnership’s Current Report on Form 8-K filed with the commission on April 21, 2016 (File No. 000-51734)). |
| 10.8† | | — | | Employment Letter, effective as of February 29, 2016, by and between Calumet GP, LLC and Bruce A. Fleming (incorporated by reference to Exhibit 10.27 to the Partnership’s Annual Report on Form 10-K filed with the Commission on March 4, 2022 (File No. 000-51734)). |
| 10.9† | | — | | Scott Obermeier Promotion Letter, effective as of January 27, 2020, between Calumet GP, LLC and Scott Obermeier (incorporated by reference to Exhibit 10.28 to the Partnership’s Annual Report on Form 10-K filed with the Commission on March 4, 2022 (File No. 000-51734)). |
| 10.10 | | — | | Amendment No. 1 to Amended and Restated Collateral Trust Agreement, dated as of July 31, 2020, by and among the Partnership, the obligors party thereto and Wilmington Trust, National Association, as collateral trustee (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on August 5, 2020 (File No. 000-51734)). |
| 10.11 | | — | | Consent to Third Amended and Restated Credit Agreement, dated July 3, 2020, by and among Calumet Specialty Products Partners, L.P. and certain of its subsidiaries, as Borrowers, the Lenders party thereto and Bank of America, N.A., as Agent (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on July 6, 2020 (File No. 000-51734)). |
| 10.12 | | — | | Master Lease Agreement, together with Property Schedule No. 1 thereto, each dated as of February 12, 2021, and each by and between Stonebriar Commercial Finance LLC and Calumet Shreveport Refining, LLC (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the commission on February 16, 2021 (File No. 000-51734)). |
| 10.13† | | — | | Todd Borgmann Promotion Letter, effective as of May 1, 2022, between Calumet GP, LLC and Todd Borgmann (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 1, 2022 (File No. 000-51734)). |
| 10.14 | | — | | Preferred Unit Purchase Agreement, among Montana Renewables Holdings LLC, Calumet Specialty Products Partners, L.P., WPGG 14 United Aggregator, L.P. and, solely for the purposes of Section 4.4, Calumet GP, LLC, dated as of August 5, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 9, 2022 (File No. 000-51734)). |
| 10.15 | | — | | Second Amended and Restated Limited Liability Company Agreement of Montana Renewables Holdings LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on August 10, 2022 (File No. 000-51734)). |
| 10.16† | | — | | Change of Control Protection Plan, effective March 13, 2023 (incorporated by reference to Exhibit 10.49 to the Partnership’s Annual Report on Form 10-K filed with the Commission on March 15, 2023 (File No. 000-51734)). |
| 10.17† | | — | | Employment Letter, effective as of September 11, 2023, by and between Calumet GP, LLC and David A. Lunin (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 9, 2023 (File No. 000-51734)). |
| 10.18 | | — | | Monetization Master Agreement, dated as of January 17, 2024, among J. Aron & Company LLC, Calumet Shreveport Refining, LLC, Calumet Refining, LLC and Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on January 24, 2024 (File No. 000-51734)). |
| | | | | |
|---|---|---|---|---|
| Exhibit Number | | | | Description |
| 10.19 | | — | | Financing Agreement, dated as of January 17, 2024, among J. Aron & Company LLC, Calumet Shreveport Refining, LLC and Calumet Refining, LLC (incorporated by reference to Exhibit 10.2 to the Partnership’s Current Report on Form 8-K filed with the Commission on January 24, 2024 (File No. 000-51734)). |
| 10.20 | | — | | Supply and Offtake Agreement, dated as of January 17, 2024, among J. Aron & Company LLC, Calumet Shreveport Refining, LLC and Calumet Refining, LLC (incorporated by reference to Exhibit 10.3 to the Partnership’s Current Report on Form 8-K filed with the Commission on January 24, 2024 (File No. 000-51734)). |
| 10.21 | | — | | Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of January 17, 2024, by and among Calumet Specialty Products Partners, L.P., Bank of America, N.A, and the other parties signatory thereto (incorporated by reference to Exhibit 10.4 to the Partnership’s Current Report on Form 8-K filed with the Commission on January 24, 2024 (File No. 000-51734)). |
| 10.22 | | — | | Amendment No. 2 to Amended and Restated Collateral Trust Agreement and Second Amended and Restated Security and Pledge Agreement, dated as of March 8, 2024, by and among Calumet Specialty Products Partners, L.P., the obligors party thereto and Wilmington Trust, National Association, as collateral trustee (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on March 12, 2024 (File No. 000-51734)). |
| 10.23† | | — | | Calumet, Inc. Executive Deferred Compensation Plan, dated July 10, 2024 (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 28, 2025 (File No. 001-42172)). |
| 10.24† | | — | | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 10, 2024 (File No. 001-42172)). |
| 10.25† | | — | | Calumet, Inc. Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 10, 2024 (File No. 001-42172)). |
| 10.26 | | — | | Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of July 10, 2024, by and among Calumet, Inc., Calumet Specialty Products Partners, L.P., Bank of America, N.A., and the other parties signatory thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 12, 2024 (File No. 001-42172)). |
| 10.27 | | — | | Omnibus Amendment Agreement, dated July 10, 2024, by and among Calumet, Inc., Calumet Specialty Products Partners, L.P., J. Aron & Company LLC and the other parties thereto (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 12, 2024 (File No. 001-42172)). |
| 10.28 | | — | | Master Lease Agreement, dated as of September 30, 2024, by and between Calumet Montana Refining, LLC and Stonebriar Commercial Finance LLC (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 12, 2024 (File No. 001-42172)). |
| 10.29 | | — | | Equipment Schedule No. 1 to Master Lease Agreement, dated as of September 30, 2024, by and between Calumet Montana Refining, LLC and Stonebriar Commercial Finance LLC (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 12, 2024 (File No. 001-42172)). |
| 10.30 | | — | | Consent and Sixth Amendment to the Third Amended and Restated Credit Agreement, dated as of September 30, 2024, by and between Calumet, Inc., Bank of America N.A., and the other parties signatory thereto (incorporated by reference to Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 12, 2024 (File No. 001-42172)). |
| 10.31 | | — | | Second Amendment to the Monetization Master Agreement, dated as of September 30, 2024, by and among Calumet, Inc., J. Aron & Company LLC and the other parties thereto |
| | | | | |
|---|---|---|---|---|
| Exhibit Number | | | | Description |
| (incorporated by reference to Exhibit 10.12 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 12, 2024 (File No. 001-42172)). | ||||
| 10.32# | | — | | Loan Guarantee Agreement, dated January 10, 2025, by and among Montana Renewables, LLC and the U.S. Department of Energy (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on January 10, 2025 (File No. 001-42172)). |
| 10.33 | | — | | Seventh Amendment to Third Amended and Restated Credit Agreement, dated as of January 6, 2025, by and among Calumet, Inc., Bank of America, N.A., and the other parties signatory thereto (incorporated by reference to Exhibit 10.33 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 28, 2025 (File No. 001-42172)). |
| 10.34 | | — | | Master Lease Agreement, dated as of February 12, 2021, together with Property Schedule No. 2 thereto, dated as of July 25, 2025, by and between Stonebriar Commercial Finance LLC and Calumet Shreveport Refining, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 8, 2025 (File No. 001-42172)). |
| 10.35 | | — | | Eighth Amendment to Third Amended and Restated Credit Agreement, dated as of July 25, 2025, by and among Calumet, Inc., Bank of America, N.A. and the other parties signatory thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 8, 2025 (File No. 001-42172)). |
| 10.36 | | — | | Third Amendment to the Monetization Master Agreement, dated as of July 25, 2025, by and among Calumet, Inc., J. Aron & Company LLC and the other parties thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 8, 2025 (File No. 001-42172)). |
| 10.37 | | — | | Ninth Amendment to Third Amended and Restated Credit Agreement, dated as of January 23, 2026, by and among Calumet, Inc., Bank of America, N.A. and the other parties signatory thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on January 29, 2026 (File No. 001-42172)). |
| 19.1 | | — | | Insider Trading Policy of Calumet, Inc. (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 28, 2025 (File No. 001-42172)). |
| 21.1* | | — | | List of Subsidiaries of Calumet, Inc. |
| 23.1* | | — | | Consent of Grant Thornton LLP, independent registered public accounting firm. |
| 23.2* | | — | | Consent of Ernst & Young, LLP, independent registered public accounting firm. |
| 31.1* | | — | | Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | | — | | Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | | — | | Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | | — | | Calumet, Inc. Clawback Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 28, 2025 (File No. 001-42172)). |
| 101.INS* | | — | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH* | | — | | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL* | | — | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF* | | — | | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB* | | — | | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE* | | — | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104* | | — | | The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted Inline XBRL (included within the Exhibit 101 attachments). |
†Identifies management contract and compensatory plan arrangements.
*Filed herewith.
**Furnished herewith.
| # | Certain confidential information contained in this agreement has been omitted because it is both (i) not material and (ii) the type of information that the Company treats as private or confidential. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.