Heritage Group 4
4 · Calumet, Inc. /DE · Filed May 19, 2026
Research Summary
AI-generated summary of this filing
Calumet (CLMT) 10% Owner Heritage Group Exercises Warrants, Sells
What Happened
- Heritage Group, reported as a 10% owner of Calumet, Inc. (CLMT), completed a cashless exercise of warrants and an associated sale on May 15, 2026. The filing shows an exercise of 1,020,000 shares at a $20.00 exercise price (aggregate $20,400,000) and a sale of 626,998 shares at $32.54 per share (proceeds $20,400,007). As explained in the filing, Calumet withheld 626,998 shares to cover the exercise price and issued 393,002 shares to the reporting person (net settlement).
Key Details
- Transaction date: 2026-05-15.
- Exercise: 1,020,000 shares at $20.00 (cash value shown $20,400,000) — reported as an in‑the‑money derivative exercise (code X).
- Sale: 626,998 shares sold at $32.54 for $20,400,007 (code S).
- Net result: 626,998 shares withheld to pay exercise cost; 393,002 shares issued to the reporting person (cashless/net settlement).
- Shares owned after transaction: the filing discloses the reporting person beneficially owns 1,200,000 shares through The Heritage Group Investment Company, LLC; additionally, 393,002 shares were issued to the reporting person as part of this net settlement.
- Footnotes: F1 explains the cashless exercise and net settlement (withholding 626,998 shares to pay exercise price); F2 and F3 clarify ownership structure and disclaimers of beneficial ownership (Heritage Group is a 10% owner and the reported holdings are held through affiliated entities).
- Filing timeliness: Form filed on 2026-05-19 for a 2026-05-15 transaction; this filing date is within the standard two-business-day Form 4 deadline and is not marked as late.
Context
- This was a cashless exercise of warrants followed by an immediate partial sale to cover the exercise cost (common practice for option/warrant exercises). The net effect was issuance of 393,002 shares to the reporting person after withholding.
- As a 10% owner and institutional holder (not an individual executive), these transactions reflect ownership restructuring and warrant settlement rather than a routine insider buy/sell signal by corporate officers.
Insider Transaction Report
Form 4
Heritage Group
10% OwnerOther
Transactions
- Exercise of In-Money
Common Stock, par value $0.01 per share
[F1]2026-05-15$20.00/sh+1,020,000$20,400,000→ 13,607,209 total - Sale
Common Stock, par value $0.01 per share
[F1]2026-05-15$32.54/sh−626,998$20,400,007→ 12,980,211 total - Exercise of In-Money
Warrants to purchase Common Stock
[F1]2026-05-15−1,020,000→ 0 totalExercise: $20.00From: 2024-07-10Exp: 2027-07-10→ Common Stock, par value $0.01 per share (1,020,000 underlying)
Holdings
- 1,200,000(indirect: See Footnote)
Common Stock, par value $0.01 per share
[F2] - 882,974(indirect: See Footnote)
Common Stock, par value $0.01 per share
[F3]
Footnotes (3)
- [F1]The reported transactions represent the cashless exercise and net settlement of warrants received in connection with the previously reported conversion of the Issuer to a corporation (resulting in the Issuer withholding 626,998 shares of Common Stock, par value $0.01 per share ("Common Stock") to pay the exercise price and issuing to the reporting person the remaining 393,002 shares of Common Stock).
- [F2]The reporting person beneficially owns 1,200,000 shares of Common Stock that are owned directly by The Heritage Group Investment Company, LLC, a limited liability company ("Investment LLC"), for which the reporting person serves as the Manager and which is wholly owned by the twenty-eight grantor trusts that are the sole general partners and owners of the reporting person. The reporting person disclaims beneficial ownership of the Common Stock owned by Investment LLC, except to the extent of any pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.
- [F3]The reported securities are directly held by Calumet, Incorporated, an Indiana corporation. The reporting person is an indirect shareholder of Calumet, Incorporated through Asphalt Materials, Inc. ("AMI"), an entity controlled by the reporting person, and the reported amount has been adjusted in connection with the issuance by AMI of interests to certain management team members affiliated with the reporting person. The reporting person disclaims beneficial ownership of the Common Stock owned by Calumet, Incorporated, except to the extent of any pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.
Signature
/s/ Amy Schumacher, CEO|2026-05-19