UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 12, 2026

CALUMET, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-42172

36-5098520

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1060 N Capitol Ave

Suite 6-401

Indianapolis, Indiana 46204

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (317) 328-5660

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

CLMT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

OnPurchase ~~March 12,~~Agreement 2026, Calumet, Inc. (the “Company”) announced that, subject to market conditions, its wholly owned subsidiaries, Calumet Specialty Products Partners, L.P. (the “Partnership”) and Calumet Finance Corp. (together with the Partnership, the “Issuers”), intend to offer $150.0 million in aggregate principal amount of the Issuers’ 9.75% Senior Notes due 2031 (the “Additional Notes”) in a private placement to eligible purchasers (the “Tack-on Offering”). In connection with the Tack-on Offering, the Company is providing certain information regarding the Company to prospective investors in a preliminary offering memorandum, dated March 12, 2026, and such information is furnished as Exhibit 99.1 hereto. The Company intends to use the net proceeds from the Tack-on Offering to repay borrowings outstanding under the Company’s revolving credit facility. The Additional Notes will constitute a further issuance of the Issuers’ 9.75% Senior Notes due 2031, of which $405.0 million in aggregate principal amount were issued on January 12, 2026 (the “Existing Notes”). The Additional Notes will form a single series with, and have the same terms (other than the initial offering price) as, the Existing Notes.

InOn ~~accordance~~March 12, ~~with~~2026, ~~General~~Calumet ~~Instruction~~Specialty ~~B.2~~Products ~~of Form 8-K~~Partners, L.P. (the ~~information~~“Partnership”), ~~contained~~Calumet inFinance ~~this~~Corp. ~~Item~~(“Finance 7Corp.01” and, ~~including~~together ~~Exhibit~~with 99the Partnership, the “Issuers”), Calumet, Inc.1 (the “Company”), ~~shall~~Calumet ~~not~~GP, beLLC ~~deemed~~(the “~~filed~~General Partner”) ~~for~~and certain subsidiary guarantors named therein (the ~~purpose~~“Subsidiary ofGuarantors”) ~~Section 18~~entered ofinto a purchase agreement (the ~~Securities~~“Purchase ~~Exchange~~Agreement”) ~~Act~~with ofBofA ~~1934~~Securities, Inc. as ~~amended~~representative of the several initial purchasers named therein (collectively, the “~~Exchange~~Initial ~~Act~~Purchasers”), orunder ~~otherwise~~which ~~subject~~they agreed to ~~the~~sell ~~liabilities~~$150.0 million aggregate principal amount of ~~that~~the ~~section,~~Issuers’ ~~nor~~9.75% ~~shall~~Senior ~~such~~Notes ~~information~~due ~~and~~2031 ~~Exhibit~~(the ~~99.1~~“Additional beNotes”) ~~deemed~~in ~~incorporated~~a byprivate ~~reference~~placement ~~into~~conducted ~~any~~pursuant ~~filing~~to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Additional Notes will mature on February 15, 2031 and will be issued at a price to the public of 105% of the principal amount thereof, plus accrued interest from January 12, 2026, for net proceeds of approximately $154.9 million, after deducting the Initial Purchasers’ discount, estimated offering expenses and accrued interest. The closing of the issuance of the Additional Notes is expected to occur on March 17, 2026, subject to customary closing conditions. The Company intends to use the net proceeds from the offering of the Additional Notes to repay borrowings outstanding under the Company’s revolving credit facility. The Additional Notes will constitute a further issuance of the Issuers’ 9.75% Senior Notes due 2031, of which $405.0 million in aggregate principal amount were issued on January 12, 2026 (the “~~Securities~~Existing ~~Act~~Notes”),. orThe ~~the~~Additional ~~Exchange~~Notes ~~Act~~will form a single series with, ~~except~~and ashave ~~shall~~the besame ~~expressly~~terms ~~set~~(other ~~forth~~than bythe ~~specific~~initial ~~reference~~offering inprice) ~~such~~as, ~~filing~~the Existing Notes.

Certain of the Initial Purchasers and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. The Initial Purchasers have received, or may in the future receive, customary fees and commissions for these transactions. Certain of the Initial Purchasers or their affiliates are lenders under the Company’s revolving credit facility and, therefore, may receive a portion of the net proceeds from the offering of the Additional Notes. Additionally, Bank of America, N.A., an affiliate of one of the Initial Purchasers, is the administrative agent under the Company’s revolving credit facility. The Company has also entered into, in the ordinary course of business, various derivative financial instrument transactions related to its crude oil and natural gas purchases and sales of finished fuel products, including diesel and gasoline crack spread hedges, with certain affiliates of certain of the Initial Purchasers.

The Purchase Agreement contains customary representations, warranties and agreements of the Issuers, the Company, the General Partner and the Subsidiary Guarantors and customary conditions to closing, indemnification rights, obligations of the parties and termination provisions.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated herein by reference.

Tenth Amendment to the Third Amended and Restated Credit Agreement

On March 12, 2026, the Company entered into the Tenth Amendment to the Third Amended and Restated Credit Agreement (the “Tenth Amendment”), which modifies the Third Amended and Restated Credit Agreement, dated as of February 23, 2018, by and among the General Partner, the Partnership, certain of the Company’s subsidiaries party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, to permit the issuance of, and the incurrence of indebtedness in connection with, the Additional Notes.

The foregoing description of the Tenth Amendment is qualified in its entirety by reference to the full text of the Tenth Amendment, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

Item 8.01

Other Events.

On March 12, 2026, the Company issued a press release announcing the pricing of the Additional Notes described in Item 1.01 of this report, a copy of which is attached hereto as Exhibit 99.21 and incorporated herein by reference~~, announcing the Tack-on Offering~~.

The press release attached hereto as Exhibit 99.2 shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Additional Notes will not be registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws.

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of federal securities laws. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control. All statements, other than historical facts included in this Current Report on Form 8-K, are forward-looking statements. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. Although the Company believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Title or Description
99.1		Certain information being provided to potential investors in the Tack-on Offering.
1.1		Purchase Agreement, dated March 12, 2026, by and among the Partnership, Finance Corp., the Company, the General Partner, the Subsidiary Guarantors and the initial purchasers named therein, relating to the offering of the Additional Notes.
99.2		Press release announcing the Tack-on Offering, dated March 12, 2026.
10.1		Tenth Amendment to Third Amended and Restated Credit Agreement, dated as of March 12, 2026, by and among the Company, Bank of America, N.A. and the other parties signatory thereto.
99.1		Press Release, dated March 12, 2026, announcing the pricing of the Additional Notes.
104		Cover Page Interactive Data File- the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CALUMET, INC.
Date: March 12, 2026	By:	/s/ David Lunin
Date: March 13, 2026	By:	/s/ David Lunin
	Name:	David Lunin
	Title:	Executive Vice President and Chief Financial Officer

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