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Calumet, Inc. /DE

For the period ended Jun 30, 2026. Filed Aug 7, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 7, 2026

CLMT$39.64-8.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-08.

0002013745-26-000016

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-07.

0002013745-26-000024

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 123 previous paragraphs and 167 current paragraphs.

68 unchanged; 29 reworded; 66 added; 19 removed; 7 previous and 4 current paragraphs rearranged.

Tables are not compared: 43 previous and 23 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (66)

Current report

On July 15, 2026, the Company's wholly owned subsidiaries, Calumet Specialty Products Partners, L.P. (the "Partnership") and Calumet Finance Corp. (together with the Partnership, the "Issuers"), redeemed all of the outstanding $100.0 million 9.75% Senior Notes due 2028 that were originally issued in January 2025 (the "2028 Mirror Notes"), at a cash redemption price of 102.438% of the principal amount, plus accrued and unpaid interest up to but not including the redemption date.

Current report

In addition, on July 31, 2026, we completed early termination of our Montana terminal asset financing arrangement for approximately $15.5 million. The Company remains focused on strong operations and continued use of cash from operations to pay down debt in future periods.

Current report

During the three months ended June 30, 2026, all 2,000,000 outstanding warrants issued in connection with the Company's July 2024 C-Corp conversion were exercised. As a result, the Company reclassified approximately $7.8 million from warrant equity to common stock and additional paid-in capital. As of June 30, 2026, no warrants to purchase common stock of Calumet, Inc. remain outstanding.

Current report

Our MaxSAF® 150 expansion at Montana renewables was completed successfully during the second quarter. The Montana/Renewables segment Adjusted EBITDA with Tax Attributes was $26.6 million in the second quarter of 2026. For Montana Renewables, the impact from the planned downtime in April and May associated with the MaxSAF® 150 expansion and turnaround resulted in an estimated loss of approximately 450,000 barrels of production.

Current report

We believe the business is positioned to deliver outsize performance, supported by fundamentally tighter global market conditions across refined fuels and specialty products. Our diversified customer base, resilient specialty portfolio, and multi-year capital investments into enhanced operational reliability position us to capitalize on the current margin environment. Global refined product markets have tightened materially in response to conflict in the Middle East. Benchmark crack spreads are reaching record levels amid the overlapping impacts of idled or offline Middle Eastern and Russian refining capacity and historically low U.S. refined product inventory levels. Because substantially all of our crude supply is sourced from North America, our supply chain is comparatively insulated from the seaborne disruptions affecting global markets. Similar dynamics are at play within our specialty products portfolio. With a significant portion of global Group III base oils supply trapped within the Persian gulf or having been removed from the market, we are experiencing increased demand as consumers substitute into Group I and Group II base oils where possible. The durability and magnitude of these conditions remain uncertain, and depend significantly on the recovery of shipping flows through the Strait of Hormuz.

Current report

Performance Brands segment Adjusted EBITDA was $6.3 million in the second quarter 2026 versus $13.5 million in the second quarter 2025. The decline was driven by margin compression, as elevated input costs for Group III base oils and synthetic feedstocks continued to outpace realized price increases. This segment continues to implement pricing actions to recover margin as input costs remain elevated. The segment's current period results also reflect a $7.3 million LIFO-to-FIFO differential, representing the impact of rising feedstock costs on cost of sales under our LIFO inventory accounting method. Refer to to Note 3 — “Inventories” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for further information regarding our LIFO inventory valuation methodology.

Current report

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

Current report

(1)Total sales volume includes sales from the production at our facilities and certain third-party facilities pursuant to supply and/or processing agreements, sales of inventories and the resale of crude oil and other finished products to third-party customers. Total sales volume includes the sale of purchased blendstocks.

Current report

•the financial performance of our assets without regard to financing methods, capital structure or historical cost basis;

Current report

•the ability of our assets to generate cash sufficient to pay interest costs and support our indebtedness;

Current report

•our operating performance and return on capital as compared to those of other companies in our industry, without regard to financing or capital structure; and

Current report

•the viability of acquisitions and capital expenditure projects and the overall rates of return on alternative investment opportunities.

Current report

(1)For the three months ended June 30, 2026 and 2025, equity-based compensation and other includes $7.6 million and $7.6 million of non-cash equity based compensation expense, respectively, and $11.9 million and $2.7 million of expenses related to the supply and offtake agreement, respectively. For the six months ended June 30, 2026 and 2025, equity-based compensation and other includes $45.4 million and $(13.3) million of non-cash equity based compensation expense, respectively, and $18.9 million and $10.0 million of expenses related to the supply and offtake agreement, respectively.

Current report

(2)Tax attribute amounts reflect 100% of the notional value of CFPCs generated for each respective period presented less any discounts on the sale of CFPCs. The CFPCs can be realized by applying the credits to the Company’s federal income tax liability or sold in a secondary market at a discounted rate.

Current report

(1)Tax attribute amounts reflect 100% of the notional value of CFPCs generated for each respective period presented less any discounts on the sale of CFPCs. The CFPCs can be realized by applying the credits to the Company’s federal income tax liability or sold in a secondary market at a discounted rate.

Current report

(1)Represents (a) by-products, including fuels and asphalt, produced in connection with the production of specialty products at the Shreveport, Princeton, Cotton Valley, Dickinson and Karns City facilities, and (b) polyol ester synthetic lubricants produced at the Missouri facility.

Current report

(2)Includes asphalt, heavy fuel oils and other products produced in connection with the production of fuels at the Montana specialty asphalt facility.

Current report

(3)Represents packaged and synthetic specialty products at our Porter, Texas and Shreveport, Louisiana packaging facilities.

Current report

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

Current report

Specialty Products and Solutions segment sales increased period over period, driven primarily by higher sales prices in response to rising commodity prices as well as sales volumes due to continued strong demand.

Current report

The components of the $11.0 million increase in Montana/Renewables segment sales for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, were as follows (in millions):

Current report

Montana/Renewables segment sales increased during the current year period as a result of significant sales price increases in response to increased commodity prices. This was offset by a reduction in volume resulting from our planned outage early in the second quarter of 2026 to support the MaxSAF® 150 expansion project that reduced our renewable fuels production by 41.8% compared to the second quarter of 2025. Our renewable fuels production and renewable fuels sales volumes for June 2026 have returned to our planned levels.

Current report

The components of the $22.9 million increase in Performance Brands segment sales for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, were as follows (in millions):

Current report

Performance Brands segment sales increased period over period, driven by strong sales volumes, led by TruFuel, as customer demand strengthened. Pricing contributed only modestly to the increase, as price increases implemented during the period had not fully taken effect.

Current report

The components of the $46.7 million increase in Specialty Products and Solutions segment gross profit (loss) for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, were as follows (in millions):

Current report

The components of the $20.4 million increase in Montana/Renewables segment gross profit (loss) for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, were as follows (in millions):

Current report

The components of the $5.2 million decrease in Performance Brands segment gross profit (loss) for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, were as follows (in millions):

Current report

Performance Brands segment gross profit (loss) for the three months ended June 30, 2026, as compared to the prior period, decreased primarily due to higher cost of materials. This impact was partially offset by higher sales volumes and higher sales prices that have been implemented, but have not fully taken effect as of the end of the quarter.

Showing the first 40 of 66 passages. Open the source sections for the rest.

Removed paragraphs (19)

Previous report

On January 12, 2026, Calumet Specialty Products Partners, L.P. (the “Partnership”) and Calumet Finance Corp. (“Finance Corp.” and, together with the Partnership, the “Issuers”), each a subsidiary of the Company, issued and sold $405.0 million aggregate principal amount of a new series of the Issuers’ 9.75% Senior Notes due 2031 (the “2031 Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Company subsequently redeemed all of the Issuers’ outstanding 11.00% Senior Notes due 2026 (the “2026 Notes”) and 8.125% Senior Notes due 2027 (the “2027 Notes”) in January 2026.

Previous report

Ninth Amendment to Third Amended and Restated Credit Agreement

Previous report

On March 30, 2026, the Company entered into the Second Omnibus Amendment Agreement with J. Aron and the other parties thereto, to extend the expiration date of the Shreveport Supply and Offtake Agreement to January 31, 2030. Refer to Note 5 — “Inventory Financing Agreements” for additional information.

Previous report

We believe the business is well positioned to deliver improved performance, supported by a diversified customer base, a resilient specialty portfolio, and the benefits of multi-year capital investments that continue to enhance operational reliability. In addition, the current strength in fuel cracks is expected to provide a meaningful tailwind to commodity margins. Near-term performance is expected to be influenced by volatility in feedstock costs, which can create temporary margin compression in certain specialty products; however, we expect proactive pricing actions to support margin recovery as these increases are realized. During the first quarter of 2026, operations at our Shreveport facility were temporarily suspended across significant portions of the plant as a precaution to protect our employees and equipment following the discovery of organic chlorides in feedstock tanks, resulting in an estimated loss of approximately 750,000 barrels of production. Following extensive product testing, asset inspections, and repairs, the facility resumed full operations in early April 2026 and is currently processing over 50,000 barrels per day. The Company continues to work with third-party experts to investigate the source of the contamination.

Previous report

The increase in equity-based compensation expense is driven by the remeasurement of Long-Term Incentive Plan (“LTIP”) awards granted from 2017 through March 31, 2026 that are classified as liability awards. Liability awards are remeasured at fair value each reporting period, with changes recognized in earnings. Since 2017, the Company has granted approximately 11.0 million liability awards of which 2.9 million remain outstanding.

Previous report

The $37.9 million expense recognized in the current quarter primarily reflects the increase in the fair value of these outstanding awards driven by the Company’s share price rising from $19.87 to $35.90 as well as the completion of service conditions on approximately 2.1 million awards. Due to the higher share price at the time of the 2026 LTIP grants, we issued approximately 374,000 awards at target under our LTIP. As the outstanding awards are remeasured each period until settlement, future volatility in our stock price will continue to result in non-cash impact to earnings.

Previous report

Performance Brands segment Adjusted EBITDA was $12.6 million in the first quarter 2026 versus $15.8 million in the first quarter 2025, despite the prior year period including contributions from the divested Royal Purple Industrial

Previous report

business. Excluding the divested business, underlying margin performance improved, supported by stronger TruFuel results driven by stabilized input costs and resilient pricing. This segment continues to strengthen its position in consumer channels.

Previous report

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

Previous report

Specialty Products and Solutions segment sales increased period over period, driven primarily by higher sales volumes despite our Shreveport facility operations being suspended across significant portions of the plant during the current quarter as a precaution to protect our employees and equipment following the discovery of organic chlorides in feedstock tanks.

Previous report

The components of the $25.9 million decrease in Montana/Renewables segment sales for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, were as follows (in millions):

Previous report

The components of the $6.8 million increase in Performance Brands segment sales for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, were as follows (in millions):

Previous report

The components of the $28.9 million decrease in Specialty Products and Solutions segment gross profit (loss) for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, were as follows (in millions):

Previous report

The components of the $24.0 million increase in Montana/Renewables segment gross profit (loss) for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, were as follows (in millions):

Previous report

The components of the $1.2 million decrease in Performance Brands segment gross profit (loss) for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, were as follows (in millions):

Previous report

Performance Brands segment gross profit (loss) for the three months ended March 31, 2026, as compared to the prior period, was essentially flat. The favorable impact from higher sales volumes, despite the prior year period including contributions from the divested Royal Purple Industrial business, was off-set by the impact of higher input costs.
Reworded paragraphs (29)

Previous wording

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 months ended March 31, 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.

Current wording

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 June 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.

Previous wording

In April 2026, the Company entered into additional crack spread swap contracts with a counterparty to reduce our exposure to commodity price risk. These additional swap contracts were for 5,000 bpd in the fourth quarter 2026 and 4,000 bpd during each respective quarter in 2027. As of April 30, 2026, we had the following notional contracts related to outstanding crack spread swap contracts, which are derivative instruments not designated as hedges:

Current wording

As of July 31, 2026, we had the following notional contracts related to outstanding crack spread swap contracts, which are derivative instruments not designated as hedges. Periodically, the Company may enter into an offsetting position to effectively close out its exposure under an existing contract as it approaches expiration.

Previous wording

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 approximately 70% of 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; improve 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 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.

Current wording

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 some earlier 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 and 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. 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.

Previous wording

In our Specialties Products and Solutions and Performance Brands segments, we continue to benefit from an attractive specialty product margin environment, although margins were temporarily compressed in the first quarter due to feedstock headwinds. Our fuels and asphalt business was also impacted by the temporary Shreveport production issues, partially offsetting improved commodity margins. 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 volatile 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.

Current wording

Specialty Products and Solutions results improved significantly in the second quarter as compared to both the prior quarter and prior year, following the temporary compression experienced in the first quarter, as previously implemented price increases reached full realization and crude oil prices declined. Our fuels and asphalt business also benefited from the resolution of the temporary Shreveport production issues that impacted the 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 volatile, and above historical industry margins in the near-term due to the Iran conflict impacting global feedstocks.

Previous wording

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.

Current wording

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.

Previous wording

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

Current wording

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

Previous wording

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 million in the first quarter 2026 versus $55.0 million in the first quarter 2025. We used cash from operating activities of $86.2 million in the first quarter 2026 versus using cash from operating activities of $29.3 million in the first quarter of 2025.

Current wording

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 $175.2 million in the second quarter 2026 versus $76.5 million in the second quarter 2025. We generated cash from operating activities of $92.3 million in the second quarter 2026 versus using cash from operating activities of $1.8 million in the second quarter of 2025.

Previous wording

Specialty Products and Solutions segment Adjusted EBITDA was $44.3 million in the first quarter 2026 versus $56.3 million in the first quarter 2025. Compared to the prior period, Specialty Products and Solutions first quarter 2026 segment Adjusted EBITDA was negatively impacted by compressed margins driven by higher crude oil costs and reduced production at our Shreveport facility.

Current wording

Specialty Products and Solutions segment Adjusted EBITDA was $161.7 million in the second quarter 2026 versus $66.8 million in the second quarter 2025. Compared to the prior period, Specialty Products and Solutions second quarter 2026 segment Adjusted EBITDA was positively impacted by expanded margins driven by the full realization of previously implemented price increases made as a result of the global conflicts impacting the industry and lower crude oil costs, and improved production following a planned Shreveport turnaround in June 2025 that reduced output in the prior year period.

Previous wording

Montana/Renewables segment Adjusted EBITDA loss was $12.3 million in the first quarter 2026 versus loss of $13.6 million in the first quarter 2025. Montana/Renewables segment Adjusted EBITDA with Tax Attributes was $10.2 million in the first quarter 2026 compared to $3.3 million in the prior period. Compared to the prior year, Montana/Renewables segment Adjusted EBITDA with Tax Attributes was favorably impacted by 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 from operating cost improvements realized through prior year initiatives. 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. Adjusted EBITDA in the legacy specialty asphalt business was largely flat, as gains in fuel margins were offset by weaker asphalt margins as a result from the lag in asphalt price increases during a period of rapidly rising crude oil prices.

Current wording

Montana/Renewables segment Adjusted EBITDA was $10.7 million in the second quarter 2026 versus loss of $5.1 million in the second quarter 2025. Montana/Renewables segment Adjusted EBITDA with Tax Attributes was $26.6 million in the second quarter 2026 compared to $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 still able to 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, operating cost improvements realized through previously discussed 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. The above results were further impacted by gains in legacy fuel margins partially offset by weaker asphalt margins resulting from the lag in asphalt price increases following a period of elevated crude oil costs. However, June marked a turnaround in asphalt margins, which returned to positive territory.

Previous wording

As of March 31, 2026, we had total liquidity of $462.8 million comprised of $138.6 million of unrestricted cash, $40.0 million of restricted cash and $284.2 million of availability under our credit facility. As of March 31, 2026, our revolving credit facility had a $425.7 million borrowing base, $46.3 million in outstanding standby letters of credit and $95.2 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.

Current wording

As of June 30, 2026, we had total liquidity of $581.6 million comprised of $109.8 million of unrestricted cash, $40.0 million of restricted cash and $431.8 million of availability under our credit facility. As of June 30, 2026, our revolving credit facility had a $500.0 million borrowing base, $49.9 million in outstanding standby letters of credit and $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.

Previous wording

During the first quarter 2026, we recorded a loss of $140.1 million for RINs in cost of sales in the unaudited condensed statements of operations, as compared to a loss of $97.4 million for RINs in the first 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.

Current wording

During the second quarter 2026, we recorded a loss of $155.3 million for RINs in cost of sales in the unaudited condensed statements of operations, as compared to a loss of $90.8 million for RINs in the second 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.

Previous wording

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.

Current wording

Expenses related to RFS compliance have the potential to remain significant 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.

Previous wording

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 also may 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 and renewable fuel products. Refer to Note 7 — “Derivatives” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.

Current wording

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, fuel products, and renewable fuel products. The prices of crude oil, specialty products, fuel products, 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 also may 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 and renewable fuel products. Refer to Note 7 — “Derivatives” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.

Previous wording

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

Current wording

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

Previous wording

Gross Profit (Loss). Gross profit (loss) decreased $6.1 million to gross loss of $87.5 million in the three months ended March 31, 2026, from gross profit (loss) of $81.4 million in the same period in 2025. Gross profit (loss) for our business segments were as follows:

Current wording

Gross Profit (Loss). Gross profit (loss) increased $61.9 million to gross profit of $18.3 million in the three months ended June 30, 2026, from gross loss of $43.6 million in the same period in 2025. Gross profit (loss) for our business segments were as follows:

Previous wording

The decrease in Specialty Products and Solutions segment gross profit (loss) for the three months ended March 31, 2026 as compared to the same period in 2025, was unfavorably impacted by RINs prices and higher operating costs, including increased natural gas pricing. These impacts were partially offset by the favorable impact from higher sales volumes.

Current wording

The increase in Specialty Products and Solutions segment gross profit for the three months ended June 30, 2026 as compared to the same period in 2025, was favorably impacted by higher sales prices in response to higher commodity prices and increased sales volumes as our production has increased 12.9% over prior year. These impacts were partially offset by higher cost of materials due to rising commodity prices and unfavorable RINs pricing.

Previous wording

The increase in Montana/Renewables segment gross profit (loss) for the three months ended March 31, 2026, as compared to the prior period, was driven by favorable sales pricing, which was partially offset by the impact of lower sales volumes resulting from a planned outage to complete the MaxSAF® 150 expansion project and higher material costs. In addition, operating costs resulting in a favorable benefit, reflective of continued operating cost discipline from initiative implemented throughout the prior calendar year.

Current wording

The increase in Montana/Renewables segment gross profit (loss) for the three months ended June 30, 2026, as compared to the prior period, was driven by favorable sales pricing, which was offset by the impact of lower sales volumes resulting from a planned outage to complete the MaxSAF® 150 expansion project and higher material costs. In addition, operating costs resulted in a favorable benefit, reflective of the sustained operating cost discipline from initiatives implemented throughout the prior calendar year.

Previous wording

Montana/Renewables segment sales declined during the current year period as a result of a planned outage to support the MaxSAF® 150 expansion project. Despite lower volumes, improved renewable fuel prices favorably impacted results and partially mitigated the effect of reduced sales volumes in comparison to the prior year period.

Current wording

Montana/Renewables segment sales declined during the current year period as a result of a planned outage to support the MaxSAF® 150 expansion project that reduced our renewable fuels production by 32.4% in comparison to the prior year period. Despite lower volumes, improved renewable fuel prices favorably impacted results and partially mitigated the effect of reduced sales volumes in comparison to the prior year period.

Previous wording

General and administrative. General and administrative expenses increased $53.9 million, to $66.0 million in the three months ended March 31, 2026 from $12.1 million in the same period in 2025. The increase was due primarily to a $58.8 million increase in stock-based compensation related expenses as a result of an increase in the Company’s stock price in the current year period, as compared to a decrease in the Company’s stock price in the prior year period. This impact was partially offset by a $3.1 million decrease in professional services fees.

Current wording

General and administrative. General and administrative expenses increased$52.2 million, to$105.4 million in the six months ended June 30, 2026 from $53.2 million in the same period in 2025. The increase in the Company's stock price resulted in an increase of$58.7 million in stock-based compensation related expenses in the current year period. This impact was partially offset by a$5.9 million decrease in professional services fees.

Previous wording

Gain on sale of business. There was a $62.2 million gain on sale of business in the prior year period for the sale of assets related to the industrial portion of our the Royal Purple® business. There was no gain or loss for the sale of a business recorded in the current year period. Refer to Note 2 — “Summary of Significant Accounting Policies” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information related to the sale of assets related to the industrial portion of the Royal Purple® business.

Current wording

Gain on sale of business. There was a $62.2 million gain on sale of business in the prior year period for the sale of assets related to the industrial portion of the Royal Purple® business. There was no gain or loss for the sale of a business recorded in the current year period. Refer to Note 2 — “Summary of Significant Accounting Policies” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information related to the sale of assets related to the industrial portion of the Royal Purple® business.

Previous wording

The following should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” included under Part II, Item 7 in our 2025 Annual Report. There have been no material changes in that information other than as discussed below. Also, see Note 5 — “Inventory

Current wording

The following should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” included under Part II, Item 7 in our 2025 Annual Report. There have been no material changes in that information other than as discussed below. Also, see Note 5 — “Inventory Financing Agreements” and Note 6 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” in this Quarterly Report for additional discussions related to our Supply and Offtake Agreements and our long-term debt.

Previous wording

Operating Activities. Operating activities used cash of $86.2 million during the three months ended March 31, 2026 compared to using cash of $29.3 million during the same period in 2025. This change was primarily related to an increase in our accounts receivable of $125.4 million, partially offset by an increase in accounts payable and other working capital changes as our cash flows adjust to the increase in commodity prices.

Current wording

Operating Activities. Operating activities provided cash of $6.1 million during the six months ended June 30, 2026 compared to using cash of $31.1 million during the same period in 2025. Cash flows from operations reflected the impact of the strong fuel crack spread and specialty products margin environment in the current year. This impact was partially offset by an increase in cash used to meet working capital requirements as our cash flows adjust to the increase in commodity prices.

Previous wording

Investing Activities. Investing activities used cash of $13.7 million during the three months ended March 31, 2026 compared to providing cash of $77.8 million during the same period in 2025. The change is related to the net proceeds received for the sale of the Royal Purple Industrial business in the prior year period. Cash expenditures for additions to property, plant and equipment in the current period were less than the prior period as a result of lower replacement capital expenditure requirements.

Current wording

Investing Activities. Investing activities used cash of $53.0 million during the six months ended June 30, 2026 compared to providing cash of $64.2 million during the same period in 2025. The change is related to the net proceeds received for the sale of the Royal Purple Industrial business in the prior year period. Cash expenditures for additions to property, plant and equipment in the current period were higher than the prior period, primarily due to the MaxSAF® 150 expansion project.

Previous wording

Financing Activities. Financing activities provided cash of $73.4 million in the three months ended March 31, 2026 compared to providing cash of $109.0 million during the same period in 2025. The change is primarily due to the borrowings we received in the current year period from the 2031 Notes partially offset by payments we made in the current period to repay the 2026 Notes and 2027 Notes. Cash provided by financing activities in the prior period primarily consisted of borrowings we received from the DOE Loan and 2028 Mirror Issuance Notes, offset by the payments we made to repay outstanding borrowings under the revolving credit agreement, repurchase the equipment associated with the MRL Asset Financing Arrangements, repay the outstanding loans under the MRL Term Loan Credit Agreement and MRL Revolving Credit Agreement, and repay the outstanding obligations under the MRL Supply and Offtake Agreement.

Current wording

Financing Activities. Financing activities used cash of $8.4 million in the six months ended June 30, 2026 compared to providing cash of $111.6 million during the same period in 2025. The change is primarily due to the borrowings we received in the current year period from the 2031 Notes, which was offset by payments we made in the current period to repay the 2026 Notes and 2027 Notes and payments on the revolving credit agreement. Cash provided by financing activities in the prior period primarily consisted of borrowings we received from the DOE Loan and 2028 Mirror Issuance Notes, offset by the payments we made to repay outstanding borrowings under the revolving credit agreement, repurchase the equipment associated with the MRL Asset Financing Arrangements, repay the outstanding loans under the MRL Term Loan Credit Agreement and MRL Revolving Credit Agreement, repay the outstanding obligations under the MRL Supply and Offtake Agreement, and partially redeem the 2026 Notes.

Previous wording

improvement expenditures include the acquisition of assets to grow our business, facility expansions, or capital initiatives that reduce operating costs. Replacement capital expenditures replace worn out or obsolete equipment or parts. Environmental capital expenditures include asset additions to meet or exceed environmental and operating regulations. Turnaround capital expenditures represent capitalized costs associated with our periodic major maintenance and repairs.

Current wording

Our property, plant and equipment capital expenditure requirements consist of capital improvement expenditures, replacement capital expenditures, environmental capital expenditures and turnaround capital expenditures. Capital improvement expenditures include the acquisition of assets to grow our business, facility expansions, or capital initiatives that reduce operating costs. Replacement capital expenditures replace worn out or obsolete equipment or parts. Environmental capital expenditures include asset additions to meet or exceed environmental and operating regulations. Turnaround capital expenditures represent capitalized costs associated with our periodic major maintenance and repairs.

Previous wording

The borrowing base on our credit facility decreased from approximately $455.6 million as of March 31, 2025, to approximately $425.7 million at March 31, 2026. Our borrowing availability decreased from approximately $339.3 million at March 31, 2025, to approximately $284.2 million at March 31, 2026. Total liquidity, consisting of unrestricted cash, restricted cash and available funds under our credit facility, decreased from $542.7 million at March 31, 2025 to $462.8 million at March 31, 2026.

Current wording

The borrowing base on our credit facility increased from approximately $461.4 million as of June 30, 2025, to approximately $500.0 million at June 30, 2026. Our borrowing availability increased from approximately $188.6 million at June 30, 2025, to approximately $431.8 million at June 30, 2026. Total liquidity, consisting of unrestricted cash, restricted cash and available funds under our credit facility, increased from $379.2 million at June 30, 2025 to $581.6 million at June 30, 2026.

Previous wording

As of March 31, 2026, our principal sources of short-term liquidity were (i) $284.2 million of availability under our credit facility, (ii) an inventory financing agreement related to our Shreveport facility, (iii) $138.6 million of unrestricted cash on hand, and (iv) $40.0 million of restricted cash. Borrowings under our revolving credit facility can be used for, among other things, working capital, capital expenditures and other lawful partnership purposes including acquisitions. For additional information regarding our revolving credit facility, see Note 6 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” in this Quarterly Report.

Current wording

As of June 30, 2026, our principal sources of short-term liquidity were (i) $431.8 million of availability under our credit facility, (ii) an inventory financing agreement related to our Shreveport facility, (iii) $109.8 million of unrestricted cash on hand, and (iv) $40.0 million of restricted cash. Borrowings under our revolving credit facility can be used for, among other things, working capital, capital expenditures and other lawful partnership purposes including acquisitions. For additional information regarding our revolving credit facility, see Note 6 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” in this Quarterly Report.

Previous wording

From time to time, we issue long-term debt securities referred to as our senior notes. Our outstanding senior notes are unsecured obligations that rank equally with all of our other senior debt obligations to the extent they are unsecured. As of March 31, 2026, we had $325.0 million in 2028 Notes, $100.0 million in 2028 Mirror Issuance Notes, $200.0 million in 2029 Secured Notes, and $555.0 million in 2031 Notes outstanding. In addition, as of March 31, 2026, we had $825.2 million of debt outstanding for the DOE Loan, $113.7 million of other debt outstanding for the Shreveport terminal asset financing arrangement, $19.3 million of other debt outstanding for the Montana terminal asset financing arrangement, and $140.8 million of other debt outstanding for the Montana refinery asset financing arrangement. Borrowings under the DOE Loan are obligations of our unrestricted subsidiaries MRL and MRHL solely, and are non-recourse to the Company and its restricted subsidiaries.

Current wording

From time to time, we issue long-term debt securities referred to as our senior notes. Our outstanding senior notes are unsecured obligations that rank equally with all of our other senior debt obligations to the extent they are unsecured. As of June 30, 2026, we had $325.0 million in 2028 Notes, $100.0 million in 2028 Mirror Issuance Notes, $200.0 million in 2029 Secured Notes, and $555.0 million in 2031 Notes outstanding. In addition, as of June 30, 2026, we had $835.2 million of debt outstanding for the DOE Loan, $111.2 million of other debt outstanding for the Shreveport terminal asset financing arrangement, $15.9 million of other debt outstanding for the Montana terminal asset financing arrangement, and $138.8 million of other debt outstanding for the Montana refinery asset financing arrangement. Borrowings under the DOE Loan are obligations of our unrestricted subsidiaries MRL and MRHL solely, and are non-recourse to the Company and its restricted subsidiaries.
Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

Changes in Results of Operations for the Six Months Ended June 30, 2026 and 2025

Current report — wording carried from elsewhere

Sales. Sales increased$454.4 million, or 22.5%, to$2,474.9 million in the six months ended June 30, 2026, from$2,020.5 million in the same period in 2025. Sales for each of our principal product categories in these periods were as follows:

Current report — wording carried from elsewhere

Gross Profit (Loss). Gross profit (loss) increased$55.9 million to gross loss of$69.1 million in the six months ended June 30, 2026, from gross loss of$125.0 million in the same period in 2025. Gross profit (loss) for our business segments were as follows:

Current report — wording carried from elsewhere

The increase in Montana/Renewables segment gross profit (loss) for thesix months ended June 30, 2026, as compared to the prior period, was driven by the increase in sales prices outpacing the increased prices for renewable feedstocks, which was partially offset by the impact of lower sales volumes resulting from a planned outage to complete the MaxSAF® 150 expansion project. In addition, operating costs resulting in a favorable benefit, reflective of continued operating cost discipline from initiatives implemented throughout the prior calendar year.
Rearranged previous paragraphs (7)

Previous report — wording carried elsewhere

On March 17, 2026, the Issuers issued and sold $150.0 million aggregate principal amount of additional 2031 Notes (the “Additional Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933. The Company used the net proceeds from the offering of the Additional Notes to repay borrowings outstanding under the Company’s revolving credit facility. See Note 6 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.

Previous report — wording carried elsewhere

On January 23, 2026, the Company entered into the Ninth Amendment to the Third Amended and Restated Credit Agreement (the “Ninth Amendment”). The Ninth Amendment amended the Third Amended and Restated Credit Agreement, dated as of February 23, 2018 (the “Credit Agreement”), by and among Calumet GP, LLC, Calumet Specialty Products Partners, L.P., certain subsidiaries of the Company party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. Among other changes, the Ninth Amendment modified the Credit Agreement to (i) extend the maturity date to January 23, 2031, (ii) provide for commitments of $500.0 million, subject to borrowing base

Previous report — wording carried elsewhere

limitations, (iii) revise certain covenants, representations and warranties, events of default and other terms to permit the Company or one or more of its subsidiaries to consummate one or more new inventory financing transactions, subject in each case to the Company’s satisfaction of certain customary conditions and (iv) provide for a reduction of commitments under the Credit Agreement from $500.0 million to $425.0 million if any such inventory financing transaction is consummated. See Note 6 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.

Previous report — wording carried elsewhere

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, fuel products, and renewable fuel products. The prices of crude oil, specialty products, fuel products, and renewable fuel products are subject to fluctuations

Previous report — wording carried elsewhere

Results of Operations for the Three Months Ended March 31, 2026 and 2025

Previous report — wording carried elsewhere

Financing Agreements” and Note 6 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” in this Quarterly Report for additional discussions related to our Supply and Offtake Agreements and our long-term debt.

Previous report — wording carried elsewhere

Our property, plant and equipment capital expenditure requirements consist of capital improvement expenditures, replacement capital expenditures, environmental capital expenditures and turnaround capital expenditures. Capital