Calumet, Inc. /DE

Third Amended and Restated Limited Liability Company Agreement of MRHL

On November 4, 2026, the Company and certain of its subsidiaries completed a recapitalization of MRHL (the “Transaction”) pursuant to which, among other things: (i) the 12,500,000 preferred units of MRHL held by Warburg Pincus, were exchanged for 12,500,000 newly issued preferred units of MRHL (the “Preferred Units”), and the previously outstanding preferred units were cancelled, (ii) MRHL issued to Warburg Pincus a warrant (the “WP Warrant”) representing the right to acquire up to 8.0% of the common units of MRHL (calculated on a fully diluted basis after giving effect to the Transaction), at an exercise price based on a $750 million common equity value of MRHL, (iii) in connection with the issuance of the WP Warrant, Warburg Pincus relinquished its 13.17% equity ownership interest in MRHL and (iv) the members of MRHL entered into the Third Amended and Restated Limited Liability Company Agreement of MRHL (the “Third A&R LLC Agreement”), which amended and restated the existing limited liability company agreement of MRHL in its entirety and, among other things, established the rights, preferences and privileges of the Preferred Units and the WP Warrant, including with respect to payments under a long-term intercompany lease between MRL and Calumet Montana Refining, LLC, a restricted subsidiary, related to certain assets supporting the MaxSAF® expansion.

The Preferred Units rank (i) junior to an 11.0% intercompany promissory note of approximately $124.2 million owed by MRL as of August 28, 2026, (ii) pari passu with an 11.0% CLMT Unit of MRHL (the “CLMT Unit”) of $97.5 million as of August 28, 2026 (subject to certain exceptions) and (iii) senior to an 11.0% Subordinated A/P Unit of MRHL (the “Subordinated A/P Unit”) of approximately $168.9 million as of August 28, 2026 and the common units of MRHL with respect to distributions and liquidation, and are entitled to a preferred return based on an internal rate of return of 11.5% (increased from 8.0%), subject to upward adjustment based on the passage of time. The Company continues to indirectly own all of the issued and outstanding common units of MRHL.

The Third A&R LLC Agreement establishes a distribution waterfall among the holders of the units of MRHL and contains governance, transfer restrictions, and liquidity provisions customary for an agreement of this nature, including the right of Warburg Pincus to appoint one member of the Board of Managers of MRHL and to designate a Board observer, the right of Warburg Pincus to cause MRHL to initiate a change of control transaction or an initial public offering if the

Preferred Units remain outstanding after December 1, 2030 (extended from August 5, 2027), or December 1, 2031 under certain exceptions, and tag-along and drag-along rights.

No cash was contributed by Warburg Pincus in connection with the transaction. The Preferred Units, the WP Warrant, the CLMT Unit and the Subordinated A/P Unit were issued by MRHL in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.

The foregoing description of the Third A&R LLC Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Third A&R LLC Agreement, a copy of which is filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Trading Plans

During the three months ended September 30, 2026, no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.