Entry into a Material Definitive Agreement · Regulation FD Disclosure
Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on January 10, 2025, Montana Renewables, LLC (“MRL”), as borrower, an unrestricted, non-guarantor subsidiary of Calumet, Inc. (the “Company”), and the U.S.…
Calumet, Inc. (NASDAQ: CLMT) manufactures, formulates, and markets a diversified slate of specialty branded products and renewable fuels to customers across a broad range of consumer-facing and industrial markets. Calumet is headquartered in Indianapolis, Indiana and operates twelve facilities throughout North America.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on January 10, 2025, Montana Renewables, LLC (“MRL”), as borrower, an unrestricted, non-guarantor subsidiary of Calumet, Inc. (the “Company”), and the U.S. Department of Energy (the “DOE”), as guarantor and loan servicer, executed a Loan Guarantee Agreement (“LGA”) for a loan that guarantees $1.44 billion of financing to fund the construction and expansion of the renewable fuels facility owned by MRL.
On August 28, 2026, MRL and the DOE entered into an amendment (the “First Amendment”) to the LGA, which updates the LGA in connection with the continued development and expansion of MRL’s renewable fuels facility in Great Falls, Montana. The First Amendment changes the nature of the expansion project from a large new-build project to a project that is primarily repurposing existing equipment. Further, instead of a longer-term, large-scale project, the project is now structured as a series of smaller, defined scopes of work. Due to the more capital efficient nature of the revised project, the Company and DOE reduced the maximum principal amount and maximum capitalized interest amount under the guaranteed loan to $815.8 million and $232.8 million, respectively.
The First Amendment revises certain advance conditions under the facility and the related project milestone provisions, including limiting the applicability of the conditions to the specific applicable scope of work rather than the originally contemplated large-scale “Phase 2” construction of the expansion of MRL’s existing renewable fuels facility. The First Amendment also revises certain liquidity, funding, construction and operating covenants, including by reducing the Base Cash Equity Reserve Account threshold from $80.0 million to $20.0 million. Additionally, the First Amendment revises certain events of default and related cure mechanics.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On September 1, 2026, the Company issued a press release announcing the matter described under Item 1.01 of this report, a copy of which is furnished as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.