Heritage Group 4

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.