UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 7, 2026, Calumet, Inc. (the “Company”), Calumet Specialty Products Partners, L.P. (the “Partnership”), Calumet Finance Corp. (“Finance Corp.” and, together with the Partnership, the “Issuers”), Calumet GP, LLC (the “General Partner”) and certain subsidiary guarantors named therein (the “Subsidiary Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with BofA Securities, Inc. as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), under which they agreed to sell $405.0 million aggregate principal amount of the Issuers’ 9.75% Senior Notes due 2031 (the “Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Notes will mature on February 15, 2031 and will be issued at 98.996% of par for net proceeds of approximately $393.0 million, after deducting the Initial Purchasers’ discount and estimated offering expenses. The closing of the issuance of the Notes is expected to occur on January 12, 2026, subject to customary closing conditions. The Company intends to use the net proceeds from the offering of the Notes, together with cash on hand and borrowings under its revolving credit facility, to redeem all of the Issuers’ outstanding 11.00% Senior Notes due 2026 (the “2026 Notes”) and all of the Issuers’ outstanding 8.125% Senior Notes due 2027 (the “2027 Notes”), in each case, on or before January 21, 2026.
Certain of the Initial Purchasers and their affiliates have engaged in, are 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. Bank of America, N.A., an affiliate of one of the Initial Purchasers, is the administrative agent under the Issuers’ revolving credit facility. Additionally, certain of the Initial Purchasers or their affiliates may hold 2026 Notes and/or 2027 Notes and, therefore, may receive a portion of the net proceeds from the offering of the Notes. 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 Company, the Issuers, 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.
| Item 8.01 | Other Events. |
On January 7, 2026, the Company issued a press release announcing the pricing of the Notes described in Item 1.01 of this report, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Exhibit Title or Description | |
| 1.1 | Purchase Agreement, dated January 7, 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 Notes. | |
| 99.1 | Press Release, dated January 7, 2026, announcing the pricing of the 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: January 8, 2026 | By: | /s/ David Lunin | ||||
| Name: | David Lunin | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||