📰 What This Document Is

This is a Definitive Proxy Statement (DEF 14A), which is a formal document filed with the SEC before an annual meeting of stockholders. In simple terms, it’s the official guide that tells you what decisions Calumet, Inc. wants shareholders to vote on. 🗳️

The materials are for the 2026 Annual Meeting of Stockholders, which will be held virtually on June 2, 2026, at 9:00 a.m. ET. Calumet notes that they are distributing the proxy materials online to conserve natural resources, which is why you must vote electronically or by phone, or return a physical card if you received one.

👉 Key Takeaway: This document isn't a financial report; it's a detailed voting agenda covering board elections, executive pay, and corporate governance procedures.

🧭 Company Overview and Divisions

Calumet, Inc. is a large company that manufactures, formulas, and markets a diverse range of specialty branded products and renewable fuels. They aim to sustain and enhance life's essential products across various consumer and industrial markets. ⛽

The business is structured into three main segments, each serving different parts of the economy:

• Specialty Products and Solutions: This segment focuses on providing specific products to industrial and consumer customers.
• Performance Brands: This division produces high-performance, branded products, including well-known lines like Bel-Ray® lubricants, Royal Purple® synthetic lubricants, and TruFuel® engineered fuel.
• Montana/Renewables: This critical division converts renewable feedstocks (like used cooking oil and tallow) into low-emission sustainable fuels that replace traditional fossil products.

👉 Why it matters: Calumet is not a single-product company; its strength lies in its highly diversified portfolio, which helps insulate the business when one sector of the energy or chemicals industry slows down.

📈 Financial and Operational Highlights

Calumet provided several key financial and operational highlights for the year 2025, painting a picture of a company focused on financial stability and strategic transformation. 💰

• Revenue and Profitability: In fiscal year 2025, Calumet's revenue reached $4.1 billion. The company posted a net loss of $33.8 million for the year.
• Operational Strength: The company achieved an Adjusted EBITDA with Tax Attributes 1 of $293.3 million in 2025, marking an increase of approximately 28% compared to the prior year period.
• Balance Sheet Health: Calumet significantly strengthened its financial position by reducing restricted group debt by more than $220 million in 2025. They also retired near-term maturities for their 2026 and 2027 Senior Notes in Q1 2026.
• Shareholder Return: As of December 31, 2025, Calumet’s Total 3-Year Cumulative Shareholder Return was approximately 17.7%.

👉 Why it matters: While the company reported a net loss, the strong growth in Adjusted EBITDA and the massive reduction in debt signals that management successfully prioritized financial stability and risk mitigation in 2025.

🌟 Renewables and Strategic Growth Initiatives

A major theme throughout the filing is the company's aggressive move into the renewable fuels market. This strategy aims to diversify revenue away from traditional fossil fuels. 🌱

• Montana Renewables Focus: The Montana Renewables, LLC subsidiary is highlighted as a top-tier producer of sustainable aviation fuel (SAF).
• Department of Energy Support: Montana Renewables closed a $1.44 billion Loan Guarantee Agreement (LGA) from the U.S. Department of Energy (DOE). This LGA is pioneering and positions the company as a leading SAF producer.
• Capital Efficiency: With the receipt of the first DOE funding tranche, the company completely recapitalized Montana Renewables, which eliminated approximately $80 million in annual cash debt service. They also monetized over $90 million of production tax credits in 2025.
• Future Planning: The company has identified a faster and more cost-effective path to scale its operations via the MaxSAF ® 150 expansion. Management anticipates this project will deliver 120 to 150 million gallons of annual SAF for an expected $20 million to $30 million in capital expenditures in Q2 2026, a reduction from the initial estimate of $150 million to $250 million.
• Divestiture: In March 2025, Calumet closed the sale of assets related to the industrial portion of its Royal Purple® business for approximately $110 million.

👉 Why it matters: The DOE loan and the streamlined MaxSAF plan are the core signals for future growth, dramatically lowering the cost and risk associated with scaling up renewable production.

🗳️ Election of Class II Directors

The first proposal requires stockholders to vote on the election of three Class II director nominees. The Board recommends voting FOR all three nominees. ✅

• The Nominees: The nominees are Todd Borgmann, Daniel J. Sajkowski, and Bradford T. Sanders.
• Board Expertise: These nominees bring extensive experience across the energy value chain, specialty chemicals, and capital markets.
  • Todd Borgmann (CEO): Brings over 15 years of experience with Calumet, deep knowledge of petroleum markets, and strong financial acumen.
  • Daniel J. Sajkowski: Provides decades of refining industry experience, including time at BP/Amoco and The Heritage Group, giving insight into capital markets and financing strategies.
  • Bradford T. Sanders: Offers over 30 years of experience across the energy value chain, including refining, chemicals, and trading, focusing on strategic growth and risk management.

👉 Why it matters: Board membership dictates the strategic oversight of the company. These nominees collectively bolster expertise in both the operational refining business and modern strategic growth areas like capital markets.

💰 Advisory Vote on Executive Compensation

This proposal asks stockholders to cast an advisory vote on executive compensation for 2025. The Board recommends voting FOR the compensation plan. 💸

The company implemented a redesigned program in 2025 to align pay with performance and shareholder returns. This program uses three primary elements:

1. Base Salary: The core, stable income.
2. Annual Incentives: A significant portion of compensation tied to performance (ranging from 78% to 130% of target for named executive officers). These are balanced between financial (Adjusted EBITDA with Tax Attributes, 60%) and operational metrics (safety, cost management, 40%).
3. Long-Term Equity Incentives: Delivered 50% in Performance Share Units (PSUs) and 50% in Time-Based Restricted Stock Units (RSUs).
   • PSUs: These are tied to three long-term metrics: Relative Total Shareholder Return (TSR) versus the S&P SmallCap 600 Index (33% weight), Net Deleveraging (33% weight, based on 2025 performance), and Strategic Initiatives (33% weight). They are earned over a three-year period (2025–2027).

👉 Why it matters: By making a portion of pay tied to achieving specific strategic goals (like Net Deleveraging and specific operational targets), the company is encouraging long-term, disciplined performance from its leaders.

🧾 Ratification of Independent Accounting Firm

The third proposal asks stockholders to ratify the selection of Grant Thornton LLP as the independent public accounting firm for 2026. The Board recommends voting FOR this ratification. 💼

• Fee Structure: The total fees billed to Grant Thornton LLP were $2.2 million for 2025, compared to $2.7 million in 2024.
• Focus: The primary fees cover the annual audit of the consolidated financial statements.

👉 Why it matters: This is standard governance procedure, ensuring that shareholders formally approve the firm responsible for verifying the accuracy of the company’s financial reports.

🏢 Corporate Governance and Board Committees

The Board of Directors is designed to be highly structured with multiple specialized committees to provide comprehensive oversight. A total of 10 directors serve on the Board, including the CEO and other nominees. 🧑‍💻

• Independent Directors: The Board reports that 8 out of 10 directors (and director nominees) are independent.
• Committee Structure: There are five key committees, each with specific, vital responsibilities:
  • Audit Committee (Chair: Karen A. Twitchell): Oversees accounting, financial reporting, and the independence of the external auditors.
  • Compensation Committee (Chair: John G. Boss): Responsible for evaluating and recommending compensation plans for the CEO and senior executives.
  • Nominating and Governance Committee (Chair: Karen G. Narwold): Handles succession planning, identifying, and recommending candidates for future board vacancies.
  • Risk Committee (Chair: Daniel J. Sajkowski): Oversees that management identifies and assesses all major risks—including strategic, financial, and operational ones—and develops plans to mitigate them.
  • Strategy and Growth Committee (Chair: Paul C. Raymond III): Focuses on the company's long-term strategy, and evaluating major capital or business development decisions (like acquisitions).

👉 Why it matters: This interlocking committee structure ensures that complex functions—like deciding if the company is taking on too much risk or if the CEO is paid enough—are vetted by multiple independent experts.

👨‍💼 Key Leadership and Management

The company's leadership structure involves both the elected directors and the day-to-day executive officers. 🧑‍💼

The current executive officers include:

• Todd Borgmann: President & Chief Executive Officer (Age 43).
• David Lunin: Executive Vice President — Chief Financial Officer (Age 45).
• Bruce Fleming: Executive Vice President — Montana Renewables & Corporate Development (Age 69).
• Scott Obermeier: President — Specialties (Age 53).
• Gregory Morical: Senior Vice President, General Counsel & Secretary (Age 57).

👉 Why it matters: The combination of leadership experience (especially Bruce Fleming’s background in M&A and Amoco) and the strong professional backgrounds of the officers is critical to executing the strategic shift into renewables.

🚧 Operational Governance and Compliance

The company emphasizes adherence to robust governance standards, including policies regarding related parties and ethical conduct. ⚖️

• Related Parties: The Audit Committee has a formal policy requiring review and potential approval for any "Interested Transaction" (like doing business with an executive's relative or a major shareholder). This protects the company from potential conflicts of interest.
• Ethics and Compliance: Calumet maintains a mandatory Code of Business Conduct and Ethics. Employees are required to annually acknowledge compliance, and the company maintains a confidential Calumet Ethics Helpline (available 24/7) for anonymous reporting.
• Risk Oversight: The Board receives systematic reports from senior management on material risks, allowing the full Board, alongside its committees (e.g., the Risk Committee, Audit Committee), to maintain a constant, formalized awareness of potential threats.

👉 Why it matters: By documenting these protocols, Calumet assures shareholders that the company operates with a high degree of internal checks and balances and ethical care.

🗓️ Meeting Logistics and Contacts

For any further information or to cast your vote, these are the key details you need to know. 📞

• Annual Meeting Details:
  • Date: June 2, 2026 (Tuesday)
  • Time: 9:00 a.m. ET
  • Location: Virtual at www.virtualshareholdermeeting.com/CLMT2026
• Record Date: Only stockholders of record at the close of business on April 6, 2026, are entitled to vote.
• Contact Information:
  • General Inquiry: You can contact the Board of Directors by writing to: Board of Directors, Calumet, Inc., 1060 N Capitol Ave., Suite 6-401, Indianapolis, IN 46204, Attention: Secretary.
  • Electronic Contact: For electronic communication, you can email Gregory J. Morical, Senior Vice President, General Counsel & Secretary, at [email protected].

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🧠 The Analogy

Thinking of Calumet, imagine a massive, established car manufacturer that built its entire business on gasoline engines (the Specialty and Performance Brands). However, they recognize that the world is moving toward electric, hydrogen, and renewable fuel power. 🔌 The proxy statement details not just their quarterly earnings, but their full transition plan: they are systematically selling off old lines, raising huge amounts of outside money (the DOE loan), and building a massive new factory dedicated solely to sustainable, future-proof fuels.

🧩 Final Takeaway

Calumet is a mature energy company in a rapid transition phase. Its immediate focus is mitigating financial risk and securing its future growth through large investments in sustainable fuels, backed by strong governance and committee oversight.