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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED March 31, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-42172

Calumet, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		36-5098520
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

1060 N Capitol Ave, Suite 6-401
Indianapolis, IN		46204
(Address of Principal Executive Offices)		(Zip Code)

(317) 328-5660

(Registrant’s Telephone Number, Including Area Code)

None

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On May 8, 2026, the registrant had 87,147,147 shares of common stock outstanding.

Table of Contents

CALUMET, INC.

QUARTERLY REPORT

For the Three Months Ended March 31, 2026

Table of Contents


	Page
Part I
Item 1. Financial Statements	4
Calumet, Inc.	4
Unaudited Condensed Consolidated Balance Sheets	4
Unaudited Condensed Consolidated Statements of Operations	5
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)	6
Unaudited Condensed Consolidated Statements of Stockholders' Equity	7
Unaudited Condensed Consolidated Statements of Cash Flows	8
Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3. Quantitative and Qualitative Disclosures About Market Risk	51
Item 4. Controls and Procedures	53

Part II
Item 1. Legal Proceedings	54
Item 1A. Risk Factors	54
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	54
Item 3. Defaults Upon Senior Securities	54
Item 4. Mine Safety Disclosures	54
Item 5. Other Information	54
Item 6. Exhibits	55

Table of Contents

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes certain “forward-looking statements.” These statements can be identified by the use of forward-looking terminology including “will,” “may,” “intend,” “believe,” “expect,” “outlook,” “anticipate,” “estimate,” “continue,” “plan,” “should,” “could,” “would,” or other similar words. The statements regarding (i) demand for finished products in markets we serve; (ii) estimated capital expenditures as a result of required audits or required operational changes or other environmental and regulatory liabilities; (iii) our anticipated levels of, use and effectiveness of derivatives to mitigate our exposure to crude oil price changes, natural gas price changes and fuel products price changes; (iv) estimated costs of complying with the U.S. Environmental Protection Agency’s (“EPA”) Renewable Fuel Standard (“RFS”), including the prices paid for Renewable Identification Numbers (“RINs”) and the amount of RINs we may be required to purchase in any given compliance year, and the outcome of any litigation concerning our existing small refinery exemption (“SRE”) petitions; (v) our ability to monetize federal clean fuel production tax credits (“CFPCs” under Section 45Z of the Internal Revenue Code and the price we expect to receive for CFPCs; (vi) our ability to meet our financial commitments, debt service obligations, debt instrument covenants, contingencies and anticipated capital expenditures; (vii) our access to capital to fund capital expenditures and our working capital needs and our ability to obtain debt or equity financing on satisfactory terms; (viii) our access to inventory financing under our supply and offtake agreements; (ix) the effect, impact, potential duration or other implications of supply chain disruptions and global energy shortages on our business and operations; (x) general economic and political conditions, including inflationary pressures, changes in global trade policy and tariffs, instability in financial institutions, the shutdown of the U.S. federal government, general economic slowdown or a recession, political tensions, conflicts and war (such as the ongoing conflicts in Ukraine, Venezuela and the Middle East and their regional and global ramifications); (xi) the future effectiveness of our information technology planning systems to further enhance operating efficiencies and provide more effective management of our business operations; (xii) our expectation regarding our business outlook with respect to the Montana Renewables business; (xiii) ability to maintain an effective system of internal controls; (xiv) the expected benefits of the Conversion (as defined herein) to us and our stockholders; (xv) our expectation that the DOE Loan (as defined herein) will enable MRL (as defined herein) to complete the MaxSAF^® construction on time and on budget; and (xvi) our ability to maintain or improve our carbon intensity at our MRL facility, as well as other matters discussed in this Quarterly Report that are not purely historical data, are forward-looking statements. These forward-looking statements are based on our expectations and beliefs as of the date hereof concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our current expectations for future sales and operating results are based on our forecasts for our existing operations and do not include the potential impact of any future acquisition or disposition transactions. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Known material factors that could cause our actual results to differ from those in the forward-looking statements include those described in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2025 Annual Report”). Certain public statements made by us and our representatives on the date hereof may also contain forward-looking statements, which are qualified in their entirety by the cautionary statements contained in this paragraph. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

References in this Quarterly Report to “Calumet,” the “Company,” “we,” “our,” “us” or like terms refer to (i) Calumet Specialty Products Partners, L.P. (the “Partnership”) and its subsidiaries before the completion of the conversion transaction on July 10, 2024 (the “Conversion”) and (ii) Calumet, Inc. and its subsidiaries as of the completion of the Conversion and thereafter. References in this Quarterly Report to “our general partner” refer to Calumet GP, LLC, the general partner of the Partnership.

Table of Contents

PART I

Item 1. Financial Statements

CALUMET, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS


		March 31, 2026		December 31, 2025

		(In millions, except share data)
ASSETS
Current assets:
Cash and cash equivalents		$	138.6	$	125.1
Restricted cash			40.0		80.0
Accounts receivable, less allowance for credit losses of $1.6 and $1.1, respectively			358.4		232.5
Inventories			369.5		385.2
Derivative assets			—		6.7
Prepaid expenses and other current assets			21.4		28.3
Total current assets			927.9		857.8
Property, plant and equipment, net			1,336.4		1,353.0
Other noncurrent assets, net			490.7		478.1
Total assets		$	2,755.0	$	2,688.9
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	353.3	$	281.5
Accrued interest payable			27.8		46.1
Accrued salaries, wages and benefits			90.7		84.6
Current portion of RINs obligation			316.7		169.3
Derivative liabilities			50.0		—
Other current liabilities			92.0		103.0
Current portion of long-term debt			32.6		156.2
Total current liabilities			963.1		840.7
Other long-term liabilities			285.1		258.0
Long-term debt, less current portion			2,299.4		2,077.3
Total liabilities		$	3,547.6	$	3,176.0
Commitments and contingencies
Redeemable noncontrolling interest and other equity instruments		$	250.6	$	245.6
Stockholders' equity:
Common stock: par value $0.01 per share, 700,000,000 shares authorized, and 87,040,558 and 86,776,552 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.		$	0.9	$	0.9
Additional paid-in capital			845.3		838.8
Warrants: 2,000,000 warrants issued and outstanding as of March 31, 2026 and December 31, 2025.			7.8		7.8
Accumulated deficit			(1,890.4)		(1,573.4)
Accumulated other comprehensive loss			(6.8)		(6.8)
Total stockholders' equity			(1,043.2)		(732.7)
Total liabilities and stockholders' equity		$	2,755.0	$	2,688.9

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

CALUMET, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


		Three Months Ended March 31,
		2026		2025

		(In millions, except share and per share data)

Sales		$	1,029.7	$	993.9
Cost of sales			1,117.2		1,075.3
Gross profit (loss)			(87.5)		(81.4)
Operating costs and expenses:
Selling			12.3		12.3
General and administrative			66.0		12.1
Gain on sale of business			—		(62.2)
Other operating expense			5.5		5.1
Operating loss			(171.3)		(48.7)

Other income (expense):
Interest expense			(51.1)		(58.5)
Debt extinguishment costs			(1.7)		(47.6)
Loss on derivative instruments			(115.4)		(7.2)
Other income			1.7		0.4
Total other expense			(166.5)		(112.9)
Net loss before income taxes			(337.8)		(161.6)
Income tax (benefit) expense			(20.8)		0.4
Net loss		$	(317.0)	$	(162.0)
Earnings per share:
Basic and diluted		$	(3.64)	$	(1.87)
Weighted average number of common shares outstanding:
Basic and diluted			86,995,431		86,428,634

See accompanying notes to unaudited condensed consolidated financial statements.

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CALUMET, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


	Three Months Ended March 31,
	2026		2025

Net loss	$	(317.0)	$	(162.0)
Other comprehensive income:
Defined benefit pension and retiree health benefit plans		—		—
Total other comprehensive income		—		—
Comprehensive loss attributable to stockholders' equity	$	(317.0)	$	(162.0)

See accompanying notes to unaudited condensed consolidated financial statements.

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CALUMET, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


										Accumulated
	Common Stock									Other
		Shares Issued		Additional				Accumulated		Comprehensive
		Par Value		Paid-in Capital		Warrants		Deficit		Loss		Total

		(In millions)
Balance at December 31, 2025	86,776,552	$	0.9	$	838.8	$	7.8	$	(1,573.4)	$	(6.8)	$	(732.7)
Net loss	—		—		—		—		(317.0)		—		(317.0)
Settlement of tax withholdings on equity-based incentive compensation	—		—		(5.2)		—		—		—		(5.2)
Settlement of restricted stock units	264,006		—		11.7		—		—		—		11.7
Balance at March 31, 2026	87,040,558	$	0.9	$	845.3	$	7.8	$	(1,890.4)	$	(6.8)	$	(1,043.2)


											Accumulated
		Common Stock									Other
		Common	Shares Issued		Additional				Accumulated		Comprehensive
		Shares	Par Value		Paid-in Capital		Warrants		Deficit		Loss		Total

								(In millions)
Balance at December 31, 2024		85,950,493	$	0.9	$	825.4	$	7.8	$	(1,539.0)	$	(7.0)	$	(711.9)
Net loss		—		—		—		—		(162.0)		—		(162.0)
Settlement of tax withholdings on equity-based incentive compensation		—		—		(6.4)		—		—		—		(6.4)
Settlement of restricted stock units		670,977		—		18.0		—		—		—		18.0
Balance at March 31, 2025		86,621,470	$	0.9	$	837.0	$	7.8	$	(1,701.0)	$	(7.0)	$	(862.3)

See accompanying notes to unaudited condensed consolidated financial statements.

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CALUMET, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Three Months Ended March 31,
	2026		2025

	(In millions)
Operating activities
Net loss	$	(317.0)	$	(162.0)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		33.0		37.0
Amortization of turnaround costs		8.5		9.6
Non-cash interest expense		12.1		7.1
Debt extinguishment costs		1.7		45.7
RINs expense		147.4		117.2
Unrealized (gain) loss on derivative instruments		102.7		(0.1)
Gain on sale of business		—		(62.2)
Equity based compensation		37.4		(21.5)
Lower of cost or market inventory adjustment		(26.2)		(0.1)
Other adjustments to reconcile net loss to cash flow from operating activities		0.6		5.1
Changes in assets and liabilities
Accounts receivable		(126.4)		(15.6)
Inventories		41.9		27.0
Prepaid expenses and other current assets		7.1		2.6
Turnaround costs		(1.8)		(2.9)
Other assets		(22.9)		5.2
Accounts payable		57.0		(12.7)
Accrued interest payable		(21.0)		(9.0)
Accrued salaries, wages and benefits		(19.5)		(10.0)
Other taxes payable		(6.9)		7.7
Other liabilities		6.1		2.6
Net cash used in operating activities		(86.2)		(29.3)
Investing activities
Additions to property, plant and equipment		(13.2)		(17.6)
Proceeds from sale of business, net		—		95.4
Other		(0.5)		—
Net cash provided by (used in) investing activities		(13.7)		77.8
Financing activities
Proceeds from borrowings — revolving credit facility		538.3		838.2
Repayments of borrowings — revolving credit facility		(537.6)		(1,071.2)
Proceeds from borrowings — MRL revolving credit agreement		—		26.6
Repayments of borrowings — MRL revolving credit agreement		—		(26.7)
Proceeds from borrowings — senior notes		557.7		100.0
Repayments of borrowings — senior notes		(449.4)		—
Proceeds from inventory financing		88.5		88.0
Payments on inventory financing		(98.2)		(147.0)
Proceeds from DOE Loan		—		781.8
Proceeds from asset financing arrangements		—		40.0
Payments on asset financing arrangements		(7.6)		(6.8)
Repayments of borrowings - MRL Asset Financing Arrangements		—		(396.1)
Repayments of borrowings - MRL Term Loan Credit Agreement		—		(86.0)
Debt issuance costs, debt discounts and premiums		(12.9)		(24.9)
Payments on other financing obligations		(5.4)		(6.9)
Net cash provided by financing activities		73.4		109.0
Net increase (decrease) in cash, cash equivalents and restricted cash		(26.5)		157.5
Cash, cash equivalents and restricted cash at beginning of period		205.1		45.9
Cash, cash equivalents and restricted cash at end of period	$	178.6	$	203.4
Supplemental disclosure of cash flow information
Interest paid, net of capitalized interest	$	57.3	$	60.4
Capital expenditures included in accounts payable	$	29.8	$	27.0

See accompanying notes to unaudited condensed consolidated financial statements.

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CALUMET, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Description of the Business

Calumet, Inc. (the “Company” or “Calumet”) is a publicly traded Delaware corporation. The Company manufactures, formulates, and markets a diversified slate of specialty branded products and renewable fuels to customers in various consumer-facing and industrial markets. Calumet is headquartered in Indianapolis, Indiana and operates twelve facilities throughout North America.

The unaudited condensed consolidated financial statements of the Company as of March 31, 2026 and for the three months ended March 31, 2026 and 2025, included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading. The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These unaudited condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the results of operations for the interim periods presented. All adjustments are of a normal nature, unless otherwise disclosed. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2025 Annual Report”).

2. Summary of Significant Accounting Policies

Reclassifications

Certain amounts in the prior years’ unaudited condensed consolidated financial statements have been reclassified to conform to the current year presentation.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents and restricted cash include all highly liquid investments with a maturity of three months or less at the time of purchase. Cash and cash equivalents are deposited primarily in banking institutions with global operations. We have not experienced any losses in such accounts. We believe we are not exposed to any significant credit risk related to cash and cash equivalents.

Restricted cash as of March 31, 2026 and December 31, 2025 represents cash that is restricted under the Department of Energy Loan Guarantee Agreement (the “DOE Loan”) because it is only available to make certain investments under the terms of the DOE Loan.

Renewable Identification Numbers (“RINs”) Obligation

Under the Renewable Fuel Standard (“RFS”) of the Clean Air Act, certain refineries are required to comply with annual Renewable Volume Obligations (“RVOs”) established by the U.S. Environmental Protection Agency (“EPA”). The EPA sets annual RVOs for the percentage of renewable fuels that must be blended into transportation fuels consumed in the United States. Compliance is satisfied through the blending of renewable fuels, the purchase and retirement of Renewable Identification Numbers (“RINs”), or the receipt of a Small Refinery Exemption (“SRE”). A RIN is a 38-character number assigned to each physical gallon of renewable fuel produced in or imported into the United States.

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The Company accounts for its current-period RVO as an estimated liability measured by multiplying the net RINs obligation, based on actual production volumes, by the period-end market price of RINs. The resulting liability is recorded as a current liability and remeasured at each reporting date, with changes recognized in cost of sales. Gains and losses from the sale of RINs are also recorded in cost of sales. The RVO represents an obligation to retire RINs and cannot be settled in cash with the EPA but may be settled through the purchase of a RIN.

Historically, the Company has received SREs and was not required to purchase RINs. Beginning in 2022, EPA denied the Company’s SRE petitions for multiple compliance years, which resulted in the recognition of significant RINs liabilities. Those denials were subsequently challenged and, in several instances, vacated and remanded by federal courts.

In August 2025, EPA issued new hardship determinations that (i) reaffirmed prior grants of the Company’s 2018 SREs, (ii) issued new decisions for program years 2019 through 2023, and (iii) issued decisions on the Company’s 2024 petitions. Under those decisions, the Company received full or partial relief for its Shreveport and Montana refineries for program years 2019 through 2024, which reduced the number of RINs required to be retired. The EPA has not yet issued a decision on the Company’s 2025 SRE petitions.

The Company has filed petitions for judicial review of certain EPA decisions relating to the 2022 through 2024 program years in which the Company received only a partial exemption. The EPA has confirmed that it does not intend to pursue enforcement actions while SRE petitions or related litigation are pending and that, if required, the Company will be afforded a reasonable period to achieve compliance.

Expenses related to RFS compliance may continue to be significant. Adverse legal or regulatory developments, higher RIN prices, or a reduction or elimination of SRE availability could require the Company to purchase additional RINs, which could materially adversely affect results of operations and liquidity.

As of March 31, 2026 and December 31, 2025, the Company had a RINs Obligation recorded on the unaudited condensed consolidated balance sheets of $316.7 million and $169.3 million, respectively.

Sale of Assets Related to Industrial Portion of Royal Purple® Business

On February 28, 2025, the Company announced that it entered into a definitive agreement with a wholly owned subsidiary of Lubrication Engineers, Inc., a portfolio company of Aurora Capital Partners, to sell assets related to the industrial portion of its Royal Purple® business, for $110.0 million, subject to certain customary adjustments. The Company retained the consumer portion of the Royal Purple® business. At the closing of the transaction on December 31, 2025, the Company received cash proceeds of $96.9 million, with a remaining deferred payment of $1.5 million to be received in 2026, net of working capital adjustments and transaction related expenses. During 2025, the Company recorded a $55.8 million gain on the sale of business in the consolidated statements of operations. The total consideration is final, and no additional post-closing adjustments or continuing obligations remain. The Company has recognized the gain on sale based on the finalized consideration, and no further changes to the recorded gain or loss are expected.

New Accounting Standards

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 for the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the 2025 annual period. Prior period disclosures have not been adjusted to reflect the new disclosure requirements Refer to Note 11 — “Income Taxes” for additional information.

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures.” This ASU seeks to improve the disclosures about a public business entity’s expenses by providing more detailed information about the types of expenses in commonly presented expense captions. This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning

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after December 15, 2027. We are currently evaluating the impact this update will have on our consolidated financial statements and footnotes.

3. Inventories

The cost of inventory is recorded using the last-in, first-out (“LIFO”) method. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs and are subject to the final year-end LIFO inventory valuation. In certain circumstances, the Company may decide not to replenish inventory for certain products or product lines during an interim period, in which case, the Company may record interim LIFO adjustments during that period. During the three months ended March 31, 2026 and 2025, the Company recorded no activity (exclusive of lower of cost or market (“LCM”) adjustments) in cost of sales in the unaudited condensed consolidated statements of operations due to the permanent liquidation of inventory layers.

Costs include crude oil and other feedstocks, labor, processing costs, and refining overhead costs. Inventories are valued at the LCM value. The replacement cost of these inventories, based on current market values, would have been $60.7 million and $25.2 million higher than the carrying value of inventory as of March 31, 2026 and December 31, 2025, respectively.

Inventories consist of the following (in millions):


		March 31, 2026									December 31, 2025
					Supply and									Supply and
		Titled			Offtake						Titled			Offtake
		Inventory			Agreements ⁽¹⁾			Total			Inventory			Agreements ⁽¹⁾			Total
Raw materials		$	57.1		$	24.2		$	81.3		$	47.9		$	19.6		$	67.5
Work in process			67.0			22.0			89.0			73.6			27.8			101.4
Finished goods			155.0			44.2			199.2			164.2			52.1			216.3
		$	279.1		$	90.4		$	369.5		$	285.7		$	99.5		$	385.2

(1)	Amounts represent LIFO value and do not necessarily represent the value at which the inventory was sold. Refer to Note 5 — “Inventory Financing Agreements” for further information.

In addition, the use of the LIFO inventory method may result in increases or decreases to cost of sales in years that inventory volumes decline as the result of charging cost of sales with LIFO inventory costs generated in prior periods. In periods of rapidly declining prices, LIFO inventories may have to be written down to market value due to the higher costs assigned to LIFO layers in prior periods. During the three months ended March 31, 2026 and 2025, the Company recorded a decrease in cost of sales in the unaudited condensed consolidated statements of operations for LCM of $26.2 million and $0.1 million, respectively.

4. Commitments and Contingencies

From time to time, the Company is a party to certain claims and litigation incidental to its business, including claims made by various taxation and regulatory authorities, such as the Internal Revenue Service, the EPA and the U.S. Occupational Safety and Health Administration (“OSHA”), as well as various state environmental regulatory bodies and state and local departments of revenue, as the result of audits or reviews of the Company’s business. In addition, the Company has property, business interruption, general liability, and various other insurance policies that may result in certain losses or expenditures being reimbursed to the Company.

Environmental

The Company conducts specialty refining, blending, and terminal operations and such activities are subject to stringent federal, regional, state, and local laws and regulations governing worker health and safety, the discharge of materials into the environment, and environmental protection. These laws and regulations impose obligations that are applicable to the

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Company’s operations, such as requiring the acquisition of permits to conduct regulated activities, restricting the manner in which the Company may release materials into the environment, requiring remedial activities or capital expenditures to mitigate pollution from former or current operations, requiring the application of specific health and safety criteria addressing worker protection, and imposing substantial liabilities for pollution resulting from its operations. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil, and criminal penalties; the imposition of investigatory, remedial, or corrective action obligations or the incurrence of capital expenditures; the occurrence of delays in the permitting, development, or expansion of projects and the issuance of injunctive relief limiting or prohibiting Company activities. Moreover, certain of these laws impose joint and several, strict liability for costs required to remediate and restore sites where petroleum hydrocarbons, wastes, or other materials have been released or disposed. In addition, new laws and regulations, new interpretations of existing laws and regulations, increased governmental enforcement, or other developments, some of which legal requirements are discussed below, could significantly increase the Company’s operational or compliance expenditures.

Remediation of subsurface contamination is in process at certain of the Company’s refinery sites and is being overseen by the appropriate state agencies. Based on current investigative and remedial activities, the Company believes that the soil and groundwater contamination at these refineries can be controlled or remediated without having a material adverse effect on the Company’s financial condition. However, such costs are often unpredictable and, therefore, there can be no assurance that the future costs will not become material.

Other Matters, Claims and Legal Proceedings

The Company is subject to matters, claims, and litigation incidental to its business. The Company has recorded accruals with respect to certain matters, claims, and litigation where appropriate, that are reflected in the unaudited condensed consolidated financial statements but are not individually considered material. For other matters, claims, and litigation, the Company has not recorded accruals because it has not yet determined that a loss is probable or because the amount of loss cannot be reasonably estimated. While the ultimate outcome of matters, claims, and litigation currently pending cannot be determined, the Company currently does not expect these outcomes, individually or in the aggregate (including matters for which the Company has recorded accruals), to have a material adverse effect on its financial position, results of operations, or cash flows. The outcome of any matter, claim, or litigation is inherently uncertain, however, and if decided adversely to the Company, or if the Company determines that settlement of particular litigation is appropriate, the Company may be subject to liability that could have a material adverse effect on its financial position, results of operations or cash flows.

5. Inventory Financing Agreements

On January 17, 2024 (the “Effective Date”), the Company and J. Aron & Company LLC (“J Aron”) entered into a Monetization Master Agreement (the “Master Agreement”), a related Financing Agreement (the “Financing Agreement”) and a Supply and Offtake Agreement (together with the Master Agreement and the Financing Agreement, the “Shreveport Supply and Offtake Agreement”). Pursuant to the Shreveport Supply and Offtake Agreement, J. Aron agreed to, among other things, purchase from the Company, or extend to the Company, financial accommodations secured by crude oil and finished products located at the Company’s Shreveport facility on the Effective Date and from time to time, up to maximum volumes specified for crude oil and categories of finished products, subject to the Company’s repurchase obligations with respect thereto. On March 30, 2026, the Company entered into the Second Omnibus Amendment Agreement with J. Aron and the other parties thereto, to extend the expiration date of the Shreveport Supply and Offtake Agreement to January 31, 2030.

On October 3, 2023, Montana Renewables, LLC (“MRL”) and Wells Fargo Commodities, LLC (“Wells Fargo”) entered into (a) an ISDA 2002 Master Agreement (the “Master Agreement”), (ii) a Schedule to the ISDA 2002 Master Agreement (the “Schedule”), (iii) a Credit Support Annex to the ISDA 2002 Master Agreement (the “Credit Support Annex”), and (iv) a Renewable Fuel and Feedstock Repurchase Master Confirmation (together with the Master Agreement, the Schedule and the Credit Support Annex, collectively the “MRL Supply and Offtake Agreement” and, together with the Shreveport Supply and Offtake Agreement, the “Supply and Offtake Agreements”). Pursuant to the MRL Supply and Offtake Agreement, Wells Fargo agreed to, among other things, (a) purchase from MRL renewable feedstocks and finished products located at MRL’s Great Falls facility, subject to MRL’s repurchase obligations with respect thereto, and (b)

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provide certain financial accommodations to MRL secured by liens on certain renewable feedstocks and finished products owned by MRL. The MRL Supply and Offtake Agreement replaced MRL’s previous inventory financing agreement with Macquarie, which terminated on October 3, 2023.

On February 18, 2025, the Company repaid in full the outstanding obligations of approximately $32.5 million under the MRL Supply and Offtake Agreement.

While title to certain inventories will reside with the counterparties to the arrangements, the Supply and Offtake Agreements are accounted for by the Company similar to a product financing arrangement; therefore, the inventories sold to the counterparties will continue to be included in the Company’s unaudited condensed consolidated balance sheets until processed and sold to a third party.

As of March 31, 2026 and December 31, 2025, the net carrying value of the Shreveport Supply and Offtake Agreement obligation was $133.9 million and $91.1 million, respectively, which are included in other long-term liabilities on the Company’s condensed consolidated balance sheets. For the three months ended March 31, 2026 and 2025, the Company incurred an expense of $2.8 million and $4.1 million, respectively, for financing costs related to the inventory financing arrangements, which are included in interest expense in the Company’s unaudited condensed consolidated statements of operations.

6. Long-Term Debt

Long-term debt consisted of the following (in millions):


		March 31,			December 31,
		2026			2025
Senior secured revolving credit facility		$	95.2		$	94.6
9.75% Senior Notes due 2031			555.0			—
9.25% Senior Notes due 2029			200.0			200.0
9.75% Senior Notes due 2028			325.0			325.0
9.75% Senior Notes due 2028 - Mirror Issuance Notes			100.0			100.0
8.125% Senior Notes due 2027			—			325.0
11.00% Senior Notes due 2026			—			124.4
DOE Loan			825.2			815.4
Shreveport terminal asset financing arrangement			113.7			116.1
Montana terminal asset financing arrangement			19.3			22.5
Montana refinery asset financing arrangement			140.8			142.7
Finance lease obligations			1.2			1.9
Less unamortized debt issuance costs ⁽¹⁾			(45.5)			(32.5)
Less unamortized discounts and premium			2.1			(1.6)
Total debt		$	2,332.0		$	2,233.5
Less current portion of long-term debt			32.6			156.2
Total long-term debt		$	2,299.4		$	2,077.3

(1)	Deferred debt issuance costs are being amortized by the effective interest rate method over the lives of the related debt instruments. These amounts are net of accumulated amortization of $16.3 million and $23.2 million at March 31, 2026 and December 31, 2025, respectively.

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Senior Secured Revolving Credit Facility

On January 23, 2026, the Company entered into the Ninth Amendment to the Third Amended and Restated Credit Agreement (the “Ninth Amendment”). The Ninth Amendment amended the Third Amended and Restated Credit Agreement, dated as of February 23, 2018 (the “Credit Agreement”), by and among Calumet GP, LLC, Calumet Specialty Products Partners, L.P., certain subsidiaries of the Company party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. Among other changes, the Ninth Amendment modified the Credit Agreement to (i) extend the maturity date to January 23, 2031, (ii) provide for commitments of $500.0 million, subject to borrowing base limitations, (iii) revise certain covenants, representations and warranties, events of default and other terms to permit the Company or one or more of its subsidiaries to consummate one or more new inventory financing transactions, subject in each case to the Company’s satisfaction of certain customary conditions and (iv) provide for a reduction of commitments under the Credit Agreement from $500.0 million to $425.0 million if any such inventory financing transaction is consummated.

The borrowing capacity at March 31, 2026, under the revolving credit facility was approximately $425.7 million. As of March 31, 2026, the Company had outstanding borrowings of $95.2 million under the revolving credit facility and outstanding standby letters of credit of $46.3 million, leaving approximately $284.2 million of availability.

The revolving credit facility contains various covenants that limit, among other things, the Company’s ability to: incur indebtedness; grant liens; dispose of certain assets; make certain acquisitions and investments; redeem or prepay other debt or make other restricted payments such as distributions to unitholders; enter into transactions with affiliates; and enter into a merger, consolidation or sale of assets. Further, the revolving credit facility contains one springing financial covenant which provides that only if the Company’s availability to borrow loans under the revolving credit facility falls below the greater of (i) 10% of the borrowing base then in effect and (ii) $35.0 million (which amount is subject to certain increases), then the Company will be required to maintain as of the end of each fiscal quarter a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.0 to 1.0. As of March 31, 2026, the Company was in compliance with all covenants under the revolving credit facility.

Senior Notes

9.75% Senior Notes due 2031 (the “2031 Notes”)

On January 12, 2026, Calumet Specialty Products Partners, L.P. (the “Partnership”) and Calumet Finance Corp. (“Finance Corp.” and, together with the Partnership, the “Issuers”), each a subsidiary of the Company, issued and sold $405.0 million aggregate principal amount of a new series of the Issuers’ 9.75% Senior Notes due 2031 (the “Initial Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Company received net proceeds of $393.0 million after deducting the initial purchasers’ discount and estimated offering expenses. The Company used the net proceeds from the offering of the Initial Notes, together with cash on hand and borrowings under the Company’s revolving credit facility, to redeem all of the Issuers’ outstanding 2026 Notes and 2027 Notes.

On March 17, 2026, the Issuers issued and sold $150.0 million aggregate principal amount of additional 9.75% 2031 Senior Notes (the “Additional Notes,” and together with the Initial Notes, the “2031 Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act. The Additional Notes were issued at 105.0% of par, plus accrued interest from January 12, 2026, for net proceeds of approximately $154.9 million, after deducting the estimated offering expenses and accrued interest. The Company used the net proceeds from the offering of the Additional Notes to repay borrowings outstanding under the Company’s revolving credit facility. The 2031 Notes bear interest at a fixed rate of 9.75% per annum and mature on February 15, 2031 when the balance of principal and accrued interest is due.

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9.25% Senior Secured First Lien Notes due 2029 (the “2029 Secured Notes”)

On March 7, 2024, the Issuers issued and sold $200.0 million in aggregate principal amount of 2029 Secured Notes in a private placement pursuant to Section 4(a)(2) of the Securities Act to eligible purchasers at par. The Company received net proceeds of $199.0 million, after deducting transaction expenses. The 2029 Secured Notes bear interest at a fixed rate of 9.25% per annum and mature on July 15, 2029 when the balance of principal and accrued interest is due.

9.75% Senior Notes due 2028 (the “2028 Notes”)

On June 27, 2023, the Issuers issued and sold $325.0 million in aggregate principal amount of 2028 Notes, in a private placement pursuant to Section 4(a)(2) of the Securities Act to eligible purchasers at par. The Company received net proceeds of $319.1 million after deducting transaction expenses. The 2028 Notes bear interest at a fixed rate of 9.75% per annum and mature on July 15, 2028 when the balance of principal and accrued interest is due.

9.75% Senior Notes due 2028 (the “2028 Mirror Issuance Notes”)

On January 16, 2025, the Issuers issued and sold $100.0 million aggregate principal amount of a new series of 9.75% Senior Notes due 2028 in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act to eligible purchasers at a discount. The 2028 Mirror Issuance Notes were issued at a discount for net proceeds of approximately $96.0 million after deducting the initial purchasers’ discount and estimated offering expenses. The 2028 Mirror Issuance Notes bear interest at a fixed rate of 9.75% per annum and mature on July 15, 2028 when the balance of principal and accrued interest is due.

8.125% Senior Notes due 2027 (the “2027 Notes”)

On January 20, 2022, the Issuers issued and sold $325.0 million in aggregate principal amount of 2027 Notes, in a private placement pursuant to Section 4(a)(2) of the Securities Act to eligible purchasers at par. The Company received net proceeds of $319.1 million after deducting the initial purchasers’ discount and offering expenses. Prior to the redemption described below, the 2027 Notes bore interest at a fixed rate of 8.125% per annum and were scheduled to mature on July 15, 2027 when the balance of principal and accrued interest would have been due.

The Company redeemed all the 2027 Notes in January 2026.

11.00% Senior Notes due 2026 (the “2026 Notes”)

On November 25, 2024, the Issuers completed a private exchange offer (the “Exchange Offer”) to certain eligible holders, pursuant to which approximately $354.4 million aggregate principal amount of the 2025 Notes were validly tendered by and accepted for exchange from eligible holders for consideration of approximately $354.4 million aggregate principal amount of newly issued 2026 Notes. Prior to the redemptions described below, the 2026 Notes bore interest at a fixed rate of 11.00% per annum and were scheduled to mature on April 15, 2026, when the balance of principal and accrued interest would have been due. The Issuers partially redeemed $150.0 million and $80.0 million on May 24, 2025 and August 12, 2025, respectively, plus accrued and unpaid interest up to but not including the respective redemption date.

The Company redeemed all the remaining 2026 Notes in January 2026.

The effective interest rate of all of the Issuers’ senior notes is consistent with the stated rates.

Senior Notes

The 2028 Notes, 2028 Mirror Issuance Notes, 2029 Secured Notes and 2031 Notes (collectively, the “Senior Notes”) are subject to certain automatic customary releases, including the sale, disposition, or transfer of capital stock or substantially all of the assets of a subsidiary guarantor, designation of a subsidiary guarantor as unrestricted in accordance with the applicable indenture, exercise of legal defeasance option or covenant defeasance option, liquidation or dissolution of the subsidiary guarantor and a subsidiary guarantor ceases to both guarantee other Partnership debt and to be an obligor

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under the revolving credit facility. The Partnership’s operating subsidiaries may not sell or otherwise dispose of all or substantially all of their properties or assets to, or consolidate with or merge into, another company if such a sale would cause a default under the indentures governing the Senior Notes.

The indentures governing the Senior Notes contain covenants that, among other things, restrict the Partnership’s ability and the ability of certain of the Partnership’s subsidiaries to: (i) sell assets; (ii) pay distributions on, redeem or repurchase the Partnership’s equity or redeem or repurchase its subordinated debt; (iii) make investments; (iv) incur or guarantee additional indebtedness or issue preferred equity; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from the Partnership’s restricted subsidiaries to the Partnership; (vii) consolidate, merge or transfer all or substantially all of the Partnership’s assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. At any time when the Senior Notes are rated investment grade by either Moody’s Investors Service, Inc. (“Moody’s”) or S&P Global Ratings (“S&P”) and no Default or Event of Default, each as defined in the indentures governing the Senior Notes, has occurred and is continuing, many of these covenants will be suspended. As of March 31, 2026, the Company and the Issuers were in compliance with all covenants under the indentures governing the Senior Notes.

U.S. Department of Energy Facility

On January 10, 2025, MRL and the U.S. Department of Energy (the “DOE”), as guarantor and loan servicer, executed a Loan Guarantee Agreement (the “DOE Loan”) for a $1.44 billion guaranteed loan facility to fund the construction and expansion of the renewable fuels facility owned by MRL. The loan guarantee is structured in two tranches, with the first tranche of approximately $781.8 million disbursed on February 18, 2025 (the “Funding Date”) to fund eligible expenses previously incurred by MRL. MRL has the ability to draw additional tranches of up to approximately $658.0 million through a delayed draw construction facility. Borrowings under the DOE Loan are obligations of our unrestricted subsidiaries MRL and MRHL solely, and are non-recourse to the Company and its restricted subsidiaries. As of March 31, 2026, the Company has capitalized $43.4 million of accrued interest into the principal balance of the DOE loan in accordance with the terms of the agreement which allows capitalization of up to $232.8 million of interest. Interest expense is calculated based on the total principal balance including any capitalized interest.

In connection with the funding of the first tranche under the DOE Loan, MRL terminated (i) the MRL Asset Financing Arrangements, (ii) the MRL Term Loan Credit Agreement, (iii) the MRL Revolving Credit Agreement and (iv) the MRL Supply and Offtake Agreement.

On the Funding Date, the Company used a portion of the proceeds from the first tranche of the DOE Loan to repurchase all of the equipment associated with the MRL Asset Financing Arrangements; repay the MRL Term Loan Credit Agreement; repay the MRL Revolving Credit Agreement; and repay the MRL Supply and Offtake Agreement.

Separately, the Company received $40.0 million of cash from Stonebriar Commercial Finance LLC (“Stonebriar”) on the Funding Date in satisfaction of the remaining conditions associated with the Montana Refinery Asset Financing Arrangement.

Montana Refinery Asset Financing Arrangement

On September 30, 2024, Calumet Montana Refining, LLC (“Calumet Montana”), a subsidiary of the Company, entered into a Master Lease Agreement (together with Equipment Schedule No. 1 thereto) with Stonebriar related to a sale and leaseback transaction (the “Montana Refinery Asset Financing Arrangement”). Pursuant to the Montana Refinery Asset Financing Arrangement, Calumet Montana sold to and leased back from Stonebriar certain equipment comprising the specialty asphalt refinery located in Great Falls, Montana (the “Refinery Assets”), for a total purchase price of $150.0 million. Calumet Montana received $110.0 million of the total purchase price on September 30, 2024 and the remaining purchase price of $40.0 million on February 18, 2025 in connection with the funding of the first tranche of approximately $782 million under the DOE Facility.

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The arrangement did not qualify as a sale in accordance with ASC 842 because control of the assets did not transfer to the buyer-lessor, as such the Company has recorded the Montana Refinery Asset Financing Arrangement as a financial liability in the unaudited condensed consolidated balance sheets.

MRL Asset Financing Arrangements

In connection with the funding of the first tranche under the DOE Facility, MRL terminated the MRL Asset Financing Arrangements and the Company recorded debt extinguishment costs of approximately $34.8 million during the three months ended March 31, 2025.

MRL Term Loan Credit Agreement

In connection with the funding of the first tranche under the DOE Facility, MRL terminated the MRL Term Loan Credit Agreement and the Company recorded debt extinguishment costs of approximately $12.3 million during the three months ended March 31, 2025.

Master Derivative Contracts

The Company’s payment obligations under all of the Company’s master derivatives contracts for commodity hedging generally are secured by a first priority lien on the Company’s real property, plant and equipment, fixtures, intellectual property, certain financial assets, certain investment property, commercial tort claims, chattel paper, documents, instruments and proceeds of the foregoing (including proceeds of hedge arrangements). The Company had no additional letters of credit or cash margin posted with any hedging counterparty as of March 31, 2026. The Company’s master derivatives contracts and Collateral Trust Agreement (as defined below) continue to impose a number of covenant limitations on the Company’s operating and financing activities, including limitations on liens on collateral, limitations on dispositions of collateral and collateral maintenance and insurance requirements.

Collateral Trust Agreement

The Company has a collateral trust agreement (the “Collateral Trust Agreement”) which governs how various secured Company creditors, including secured hedging counterparties, our creditor on a forward purchase contract for physical commodities, and holders of our 2029 Secured Notes share collateral pledged as security for the payment of respective payment obligations to them. The Collateral Trust Agreement limits to $150.0 million the extent to which forward purchase contracts for physical commodities are covered by, and secured under, the Collateral Trust Agreement and the Parity Lien Security Documents (as defined in the Collateral Trust Agreement). There is no such limit on financially settled derivative instruments used for commodity hedging. Subject to certain conditions set forth in the Collateral Trust Agreement, the Company has the ability to add secured parties from time to time.

Standby Letters of Credit

The Company has agreements with various financial institutions for standby letters of credit and other reserves. The standby letters of credit have been issued primarily to vendors. As of March 31, 2026 and December 31, 2025, the Company had outstanding standby letters of credit of $46.3 million and $75.2 million, respectively, under its senior secured revolving credit facility (the “revolving credit facility”).

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Maturities of Long-Term Debt

As of March 31, 2026, principal payments on debt obligations and future minimum rentals on finance lease obligations are as follows (in millions):


Year		Maturity
2026		$	24.7
2027			29.3
2028			447.6
2029			255.9
2030			74.6
Thereafter			1,543.3
Total Principal Payments		$	2,375.4
Less: Unamortized debt issuance costs and debt discounts			(43.4)
Total debt		$	2,332.0

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7. Derivatives

The Company is exposed to price risks due to fluctuations in the price of crude oil, refined products, renewable products, feedstocks, and natural gas. The Company uses various strategies to reduce its exposure to commodity price risk. The strategies to reduce the Company’s risk utilize both physical forward contracts and financially settled derivative instruments, such as swaps, collars, options and futures, to attempt to reduce the Company’s exposure with respect to:

●

crude oil and renewable feedstock purchases and sales;

●

fuel and renewable fuel product sales and purchases;

●

natural gas purchases;

●

precious metals purchases; and

●

fluctuations in the value of crude oil between geographic regions and between the different types of crude oil such as New York Mercantile Exchange West Texas Intermediate (“NYMEX WTI”), Light Louisiana Sweet, Western Canadian Select (“WCS”), WTI Midland, Mixed Sweet Blend, Magellan East Houston and ICE Brent.

The Company manages its exposure to commodity markets, credit, volumetric and liquidity risks to manage its costs and volatility of cash flows as conditions warrant or opportunities become available. These risks may be managed in a variety of ways that may include the use of derivative instruments. Derivative instruments may be used for the purpose of mitigating risks associated with an asset, liability and anticipated future transactions. The changes in fair value of the Company’s derivative instruments will affect its earnings and cash flows; however, such changes should be offset by price or rate changes related to the underlying commodity or financial transaction that is part of the risk management strategy. The Company does not speculate with derivative instruments or other contractual arrangements that are not associated with its business objectives.

Speculation is defined as increasing the Company’s natural position above the maximum position of its physical assets or trading in commodities, currencies or other risk bearing assets that are not associated with the Company’s business activities and objectives. The Company’s positions are monitored routinely by a risk management committee to ensure compliance with its stated risk management policy and documented risk management strategies. All strategies are reviewed on an ongoing basis by the Company’s risk management committee, which will add, remove or revise strategies in anticipation of changes in market conditions and/or its risk profiles. Such changes in strategies are to position the Company in relation to its risk exposures in an attempt to capture market opportunities as they arise.

As of March 31, 2026 and December 31, 2025, the Company was obligated to repurchase crude oil and refined products from its counterparties, then in effect, at the termination of the Supply and Offtake Agreements in certain scenarios. The Company has determined that the redemption feature on the initially recognized liability related to the Supply and Offtake Agreements is an embedded derivative indexed to commodity prices. As such, the Company has accounted for these embedded derivatives at fair value with changes in the fair value, if any, recorded in gain (loss) on derivative instruments in the Company’s unaudited condensed consolidated statements of operations. Refer to Note 5 — “Inventory Financing Agreements" for additional information.

The Company recognizes all derivative instruments at their fair values (refer to Note 8 — “Fair Value Measurements”) as either current assets or derivative liabilities or other noncurrent assets, net or other long-term liabilities in the unaudited condensed consolidated balance sheets. Fair value includes any premiums paid or received and unrealized gains and losses. Fair value does not include any amounts receivable from or payable to counterparties, or collateral provided to counterparties. Derivative asset and liability amounts with the same counterparty are netted against each other for financial reporting purposes in accordance with the provisions of our master netting arrangements.

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The following tables summarize the Company’s gross fair values of its derivative instruments, presenting the impact of offsetting derivative assets in the Company’s unaudited condensed consolidated balance sheets (in millions):

March 31, 2026

December 31, 2025

Gross

Amounts of

Gross

Net Amounts

Amounts of

Gross

Net Amounts

Balance Sheet

Recognized

Amounts

of Assets

Recognized

Amounts

of Assets

 

Location

 

Assets

 

Offset

 

Presented

 

Assets

 

Offset

 

Presented

Derivative instruments not designated as hedges:

Specialty Products and Solutions segment:

Crack spread swaps

Derivative assets

—

6.7

—

6.7

The following tables summarize the Company’s gross fair values of its derivative instruments, presenting the impact of offsetting derivative liabilities in the Company’s unaudited condensed consolidated balance sheets (in millions):


				March 31, 2026									December 31, 2025
				Gross									Gross
				Amounts of			Gross			Net Amounts			Amounts of			Gross			Net Amounts
		Balance Sheet		Recognized			Amounts			of Liabilities			Recognized			Amounts			of Liabilities
		Location		Liabilities			Offset			Presented			Liabilities			Offset			Presented
Derivative instruments not designated as hedges:
Specialty Products and Solutions segment:
Inventory financing obligation		Other long-term liabilities ⁽¹⁾		$	(29.1)		$	—		$	(29.1)		$	—		$	23.1		$	23.1
Crack spread swaps		Derivative liabilities / Other long-term liabilities			(50.0)			—			(50.0)			—			—			—
Total derivative instruments				$	(79.1)		$	—		$	(79.1)		$	—		$	23.1		$	23.1

(1)

The embedded derivative of the inventory financing obligation is reflected as a component of other long-term liabilities in the condensed consolidated balance sheets. The embedded derivative of the inventory financing obligation was a $29.1 million increase to other long-term liabilities as of March 31, 2026 and a $23.1 million reduction to other long-term liabilities as of December 31, 2025.

Certain of the Company’s outstanding derivative instruments are subject to credit support agreements with the applicable counterparties which contain provisions setting certain credit thresholds above which the Company may be required to post agreed-upon collateral, such as cash or letters of credit, with the counterparty to the extent that the Company’s mark-to-market net liability, if any, on all outstanding derivatives exceeds the credit threshold amount per such credit support agreement. The majority of the credit support agreements covering the Company’s outstanding derivative instruments also contain a general provision stating that if the Company experiences a material adverse change in its business, in the reasonable discretion of the counterparty, the Company’s credit threshold could be lowered by such counterparty. The Company does not expect that it will experience a material adverse change in its business. The cash flow impact of the Company’s derivative activities are included within cash flows from operating activities in the unaudited condensed consolidated statements of cash flows.

Derivative Instruments Not Designated as Hedges

For derivative instruments not designated as hedges, the change in fair value of the asset or liability for the period is recorded to gain (loss) on derivative instruments in the unaudited condensed consolidated statements of operations. Upon the settlement of a derivative not designated as a hedge, the gain or loss at settlement is recorded to gain (loss) on derivative instruments in the unaudited condensed consolidated statements of operations. The Company has entered into crack spread swaps that were not designated as cash flow hedges for accounting purposes. However, these instruments provide economic hedges of the purchases and sales of the Company’s natural gas, crude oil, gasoline and refined products.

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The Company recorded the following gains (losses) in its unaudited condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025 related to its derivative instruments not designated as hedges (in millions):


		Amount of Realized Gain (Loss)
		Recognized in Gain (Loss) on						Amount of Unrealized Gain (Loss)
		Derivative						Recognized in Gain (Loss) on Derivative
		Instruments						Instruments
Type of Derivative		2026			2025			2026			2025
Specialty Products and Solutions segment:
Inventory financing obligation		$	(7.0)		$	(1.7)		$	(46.0)		$	0.1
Crack spread swaps			(5.7)			—			(56.7)			—
Montana/Renewables segment:
Inventory financing obligation			—			(5.6)			—			—
Total		$	(12.7)		$	(7.3)		$	(102.7)		$	0.1

Derivative Positions

In November 2025, the Company entered into crack spread swaps sales contracts with a counterparty to reduce its exposure to commodity price risk. At March 31, 2026, the Company had the following notional contract volumes related to outstanding derivative instruments:


				Notional Contract Volumes by
				Year of Maturity
		Total
		Outstanding
		Notional		2026		Unit of Measure
Derivative instruments not designated as hedges:
Crack spread swaps - sales		3,210,000		3,210,000		Barrels


				Notional Contract Volumes by
				Year of Maturity
		Total
		Outstanding
		Notional		2027		Unit of Measure
Derivative instruments not designated as hedges:
Crack spread swaps - sales		1,460,000		1,460,000		Barrels

8. Fair Value Measurements

In accordance with ASC 820, the Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. These tiers include the following:

●

Level 1 — inputs include observable unadjusted quoted prices in active markets for identical assets or liabilities

●

Level 2 — inputs include other than quoted prices in active markets that are either directly or indirectly observable

●

Level 3 — inputs include unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions

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In determining fair value, the Company uses various valuation techniques and prioritizes the use of observable inputs. The availability of observable inputs varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded and other characteristics particular to the instrument. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants and the valuation does not require significant management judgment. For other financial instruments, pricing inputs are less observable in the marketplace and may require management judgment.

Recurring Fair Value Measurements

There have been no material changes in our Derivative Assets and Liabilities Measurements, Pension Assets, Liability Awards, and Precious Metals Obligations from those previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Hierarchy of Recurring Fair Value Measurements

The Company’s recurring assets and liabilities measured at fair value were as follows (in millions):


		March 31, 2026												December 31, 2025
		Level 1			Level 2			Level 3			Total			Level 1			Level 2			Level 3			Total
Assets:
Derivative assets:
Crack spread swaps		$	—		$	—		$	—		$	—		$	—		$	—		$	6.7		$	6.7
Inventory financing obligation			—			—			—			—			—			—			23.1			23.1
Total derivative assets			—			—			—			—			—			—			29.8			29.8
Pension plan investments			3.2			22.4			—			25.6			3.3			22.9			—			26.2
Other			0.9			2.7			—			3.6			0.8			2.3			—			3.1
Total recurring assets at fair value		$	4.1		$	25.1		$	—		$	29.2		$	4.1		$	25.2		$	29.8		$	59.1
Liabilities:
Derivative liabilities:
Crack spread swaps		$	—		$	—		$	(50.0)		$	(50.0)		$	—		$	—		$	—		$	—
Inventory financing obligation			—			—			(29.1)			(29.1)			—			—			—			—
Total derivative liabilities			—			—			(79.1)			(79.1)			—			—			—			—
Liability awards			(68.7)			—			—			(68.7)			(43.1)			—			—			(43.1)
Total recurring liabilities at fair value		$	(68.7)		$	—		$	(79.1)		$	(147.8)		$	(43.1)		$	—		$	—		$	(43.1)

The table below sets forth a summary of net changes in fair value of the Company’s Level 3 financial assets and liabilities (in millions):


		For the Three Months Ended March 31,
		2026			2025
Fair value at January 1,		$	29.8		$	6.3
Realized loss on derivative instruments			(12.7)			(7.3)
Unrealized gain (loss) on derivative instruments			(102.7)			0.1
Settlements			6.5			7.3
Fair value at March 31,		$	(79.1)		$	6.4
Total gain (loss) included in net income (loss) attributable to changes in unrealized gain (loss) relating to financial assets and liabilities held as of March 31,		$	(102.7)		$	0.1

Nonrecurring Fair Value Measurements

Certain non-financial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances.

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Estimated Fair Value of Financial Instruments

Cash, cash equivalents and restricted cash

The carrying value of cash, cash equivalents and restricted cash are each considered to be representative of their fair value.

Debt

The estimated fair value of long-term debt at March 31, 2026 and December 31, 2025, consists primarily of senior notes. The estimated fair value of the Company’s 2026 Notes, 2027 Notes, 2028 Notes, 2028 Mirror Issuance Notes, 2029 Secured Notes, and 2031 Notes defined as Level 2 was based upon quoted prices for identical or similar liabilities in markets that are not active. The carrying value of borrowings, if any, under the Company’s Senior secured revolving credit facility, DOE Loan, Shreveport terminal asset financing arrangement, Montana terminal asset financing arrangement, Montana refinery asset financing arrangement, and finance lease obligations are classified as Level 3. Refer to Note 6 — “Long-Term Debt” for further information on long-term debt.

The Company’s carrying value and estimated fair value of the Company’s financial instruments, carried at adjusted historical cost, were as follows (in millions):


		March 31, 2026					December 31, 2025
		Level	Fair Value		Carrying Value		Fair Value		Carrying Value
Financial Instrument:
2026 Notes, 2027 Notes, 2028 Notes, 2028 Mirror Issuance Notes, 2029 Secured Notes and 2031 Notes		2	$	1,233.4	$	1,166.2		1,083.7	$	1,065.5
Senior secured revolving credit facility		3	$	95.2	$	88.8	$	94.6	$	93.0
DOE Loan		3	$	825.2	$	805.6	$	815.4	$	795.5
Shreveport terminal asset financing arrangement		3	$	113.7	$	111.4	$	116.1	$	113.7
Montana terminal asset financing arrangement		3	$	19.3	$	19.2	$	22.5	$	22.4
Montana refinery asset financing arrangement		3	$	140.8	$	139.6	$	142.7	$	141.5
Finance lease obligations		3	$	1.2	$	1.2	$	1.9	$	1.9

9. Earnings Per Share and Stock-Based Compensation

The following table sets forth the computation of basic and diluted earnings per share (in millions, except share and per share data) for the three months ended March 31:


		2026		2025
Numerator for basic and diluted earnings per share:
Net loss	$	(317.0)	$	(162.0)
Denominator for earnings per share:
Weighted average number of basic and diluted common shares outstanding ⁽¹⁾		86,995,431		86,428,634
Earnings per share in net loss:
Basic and diluted	$	(3.64)	$	(1.87)

(1)	Total diluted weighted average common shares outstanding excludes a de-minimis amount of potentially dilutive restricted stock units which would have been anti-dilutive for the three months ended March 31, 2026 and 2025, respectively.

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Stock-based compensation expense (benefit) is included within general and administrative expense in the unaudited condensed consolidated statements of operations. For the periods ended March 31, 2026 and 2025, stock-based compensation expense totaled $37.9 million of expense and $20.9 million of benefit, respectively.

10. Segments and Related Information

Segment Reporting

The Company determines its reportable segments based on how the business is managed internally for the products sold to customers, including how results are reviewed and resources are allocated. Effective January 1, 2026, the Company reorganized its business segments as a result of a change in how our chief operating decision maker (“CODM”) allocates resources, makes operating decisions, and assesses the performance of its business. As a result, as of January 1, 2026, the Company’s operations are managed by the CODM using the following reportable segments:

●

Specialty Products and Solutions. The Specialty Products and Solutions segment consists of our customer-focused solutions and formulations businesses, covering multiple specialty product lines, anchored by our unique integrated complex in Northwest Louisiana. In this segment, we manufacture and market a wide variety of solvents, waxes, customized lubricating oils, white oils, petrolatums, gels, esters, and other products. Our specialty products are sold to domestic and international customers who purchase them primarily as raw material components for consumer-facing and industrial products.

●

Montana/Renewables. The Montana/Renewables segment is composed of our Montana Renewables facility and our Great Falls specialty asphalt facility. At our Montana Renewables facility, we process a variety of geographically advantaged renewable feedstocks into renewable diesel, sustainable aviation fuel, renewable hydrogen, renewable natural gas, renewable propane, and renewable naphtha that are distributed into renewable markets in the western half of North America. At our Montana specialty asphalt facility, we process Canadian crude oil into conventional gasoline, diesel, jet fuel and specialty grades of asphalt, with production sized to serve local markets.

●

Performance Brands. The Performance Brands segment includes our fast-growing portfolio of high-quality, high-performing brands. In this segment, we blend, package, and market high performance products through our Royal Purple, Bel-Ray, and TruFuel brands.

The accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies as disclosed in Note 2 — “Summary of Significant Accounting Policies,” except that the disaggregated financial results for the reporting segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for the purposes of assisting internal operating decisions. The Company accounts for inter-segment sales and transfers using market-based transfer pricing. The Company will periodically refine its expense allocation methodology for its segment reporting as more specific information becomes available and the industry or market changes. The CODM uses Adjusted EBITDA (a non-GAAP financial measure) to evaluate performance and allocate resources to each segment, primarily through periodic budgeting and segment performance reviews. The Company defines Adjusted EBITDA for any period as EBITDA adjusted for (a) impairment; (b) unrealized gains and losses from mark-to-market accounting for hedging activities; (c) realized gains and losses under derivative instruments excluded from the determination of net income (loss); (d) non-cash equity-based compensation expense and other non-cash items (excluding items such as accruals of cash expenses in a future period or amortization of a prepaid cash expense) that were deducted in computing net income (loss); (e) debt refinancing fees, extinguishment costs, premiums and penalties; (f) any net gain or loss realized in connection with an asset sale that was deducted in computing net income (loss); (g) amortization of turnaround costs; (h) LCM inventory adjustments; (i) the impact of liquidation of inventory layers calculated using the LIFO method; (j) RINs mark-to-market adjustments; (k) RINs incurrence expense; and (l) all extraordinary, unusual or non-recurring items of gain or loss, or revenue or expense.

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Reportable segment information for the three months ended March 31, 2026 and 2025 is as follows (in millions):


		Specialty
		Products and			Performance			Montana/			Consolidated
Three Months Ended March 31, 2026		Solutions			Brands			Renewables			Total
Sales:
External customers		$	705.0		$	88.9		$	235.8		$	1,029.7
Inter-segment sales			3.9			0.1			—			4.0
Total sales		$	708.9		$	89.0		$	235.8		$	1,033.7
Inter-segment sales eliminations												(4.0)
Sales											$	1,029.7

Cost of sales ⁽¹⁾		$	645.7		$	66.4		$	242.6
Other segment expenses ⁽¹⁾			9.2			10.0			9.5
Other segment items⁽¹⁾			5.8			(0.1)			(4.0)
Segment Adjusted EBITDA		$	44.3		$	12.6		$	(12.3)			44.6

Reconciling items to net loss:
Corporate expenses and other											$	17.0
Depreciation and amortization												41.4
LCM / LIFO gain												(26.2)
Interest expense												51.1
Debt extinguishment costs												1.7
Unrealized loss on derivatives												102.7
RINs incurrence expense												31.5
RINs mark-to-market loss												115.9
Other												0.5
Equity-based compensation and other items												44.7
Income tax expense												(20.8)
Noncontrolling interest adjustments												2.1
Net loss											$	(317.0)

Capital expenditures		$	0.7		$	—		$	13.7
PP&E, net		$	310.9		$	28.3		$	990.2

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		Specialty
		Products and			Performance			Montana/
Three Months Ended March 31, 2025		Solutions			Brands			Renewables			Total
Sales:
External customers		$	650.1		$	82.1		$	261.7		$	993.9
Inter-segment sales			4.8			—			—			4.8
Total sales		$	654.9		$	82.1		$	261.7		$	998.7
Inter-segment sales eliminations												(4.8)
Sales											$	993.9

Cost of sales ⁽¹⁾		$	585.0		$	56.7		$	269.9
Other segment expenses ⁽¹⁾			8.7			9.7			13.1
Other segment items⁽¹⁾			0.1			(0.1)			(7.7)
Segment Adjusted EBITDA		$	56.3		$	15.8		$	(13.6)			58.5

Reconciling items to net loss:
Corporate expenses and other											$	20.4
Depreciation and amortization												46.7
LCM / LIFO gain												(0.1)
Gain on sale of business												(62.2)
Interest expense												58.5
Debt extinguishment costs												47.6
Unrealized gain on derivatives												(0.1)
RINs incurrence expense												30.4
RINs mark-to-market loss												86.8
Other												3.2
Equity-based compensation and other items												(13.5)
Income tax expense												0.4
Noncontrolling interest adjustments												2.4
Net loss											$	(162.0)

Capital expenditures		$	12.0		$	0.2		$	7.9
PP&E, net		$	344.4		$	31.0		$	1,032.6

Geographic Information

International sales accounted for less than ten percent of consolidated sales in the three months ended March 31, 2026 and 2025.

Table of Contents

The Company offers specialty, fuels, renewable fuels and packaged products primarily in categories consisting of lubricating oils, solvents, waxes, gasoline, diesel, jet fuel, asphalt, heavy fuel oils, renewable fuels, high-performance branded products, and other specialty and fuels products.

The following table sets forth the major product category sales for each segment for the three months ended March 31, 2026 and 2025 (dollars in millions):


		Three Months Ended March 31,
		2026				2025

Specialty Products and Solutions:
Lubricating oils		$	191.8	18.6	%	$	202.2	20.3	%
Solvents			107.9	10.5	%		104.7	10.5	%
Waxes			39.8	3.9	%		38.2	3.8	%
Fuels, asphalt and other by-products			365.5	35.5	%		305.0	30.7	%
Total		$	705.0	68.5	%	$	650.1	65.3	%
Montana/Renewables:
Gasoline		$	34.6	3.4	%	$

Calumet, Inc. /DE 10-Q