DEF 14A of Calumet, Inc. /DE, Apr 20, 2026

DEF 14A of Calumet, Inc. /DE

Filed Apr 20, 2026 · FY20250001140361-26-015639

Open on EDGAR

  1. Class II Directors Nominees

    Class II Directors Nominees The following provides summary information about each Class II director nominee.

  2. Class II Directors Nominees

    | | | | Committee Membership | | | | | | | Name | Age | Director Since(1) | Class | Audit | Compensation | Nominating and Governance | Risk | Strategy and Growth | | Todd Borgmann | 43 | 2024 | II | | | | | | | Daniel J. Sajkowski IND | 66 | 2014 | II | | | M | C | | | Bradford T. Sanders IND | 58 | N/A | II | | | | M(2) | M(2) |

  3. Class II Directors Nominees

    C - Chair M - Member IND - Independent

  4. Class II Directors Nominees

    | (1) Reflects the date the respective person became a board member of Calumet GP, LLC, the former general partner of the Partnership (the “General Partner”), which previously managed the business and affairs of Calumet Specialty Products Partners, L.P. (the “Partnership”). |

  5. Class II Directors Nominees

    | (2) Subject to his election at the Annual Meeting, Mr. Sanders will be appointed as a member of the Risk Committee and the Strategy and Growth Committee. |

  6. Executive Compensation Highlights

    | • | Align leadership and stockholders. Incentives emphasize long-term, equity-based awards tied to relative TSR, balance sheet strength, and execution of strategic initiatives. |

  7. Executive Compensation Highlights

    | • | Drive pay for performance. A significant portion of compensation is at risk, with annual incentives tied to Adjusted EBITDA with Tax Attributes and operational excellence, and long-term awards tied to financial, strategic, and stockholder outcomes. |

  8. Executive Compensation Highlights

    | • | Attract and retain top talent. The introduction of a formal peer group helps ensure our pay levels and program design are competitive with other specialty and energy companies of comparable scale and complexity. |

  9. Executive Compensation Highlights

    | • | Support sustainable growth. The program is structured to reward strong execution in the short term while positioning the Company to deliver durable value creation for stockholders over the long term. |

  10. Executive Compensation Highlights

    For 2025, our program was comprised of three primary elements: base salary, annual incentives, and long-term equity incentives. Annual Incentives were subject to achievement of a balanced mix of financial (Adjusted EBITDA with Tax Attributes, weighted 60%) and operational (safety, cost management, reliability, and strategic priorities, collectively weighted 40%) metrics, with a Free Cash Flow threshold and individual performance modifier to further align pay outcomes with performance and stockholder interests. Actual annual incentive awards for the named executive officers were approved at levels ranging from 78% to 130% of target. For 2025, long-term incentive awards were delivered 50% in performance share units (PSUs) and 50% in time-based restricted stock units (RSUs). The PSUs are intended to balance near-term execution priorities with longer-term value drivers through the three metrics: (1) Relative TSR (33%), measured over a three-year period (2025–2027) versus the S&P SmallCap 600 Index; (2) Net Deleveraging (33%), based on performance in 2025; and (3) Strategic Initiatives (33%), also assessed for 2025 through a qualitative evaluation of key milestones. Earned PSUs remain subject to continued service through December 31, 2027, with payouts ranging from 0% to 150% of target (capped at 100% if absolute TSR is negative). To promote retention and shareholder alignment, RSUs cliff-vest subject to continued service through the third anniversary of the grant date. For more information on our compensation programs, please refer to the Compensation Discussion & Analysis beginning on page 29.

  11. Class II Director Nominees

    Class II Director Nominees The Governance Committee seeks to ensure that the Board’s composition reflects the Company’s evolving strategic priorities, including the growth of its renewable fuels platform, execution of capital-efficient expansion initiatives, and continued focus on balance sheet strength and free cash flow generation. In evaluating director nominees, the Committee considers the extent to which individual directors bring relevant experience in areas such as energy and refining operations, capital markets and strategic financing, operational execution, and strategic transformation. The Committee also considers the importance of maintaining a mix of complementary skills and perspectives that will support the Company’s strategy over time. This approach supports the Board’s ability to provide effective oversight of the Company’s long-term strategy and value creation objectives. The Board’s composition reflects strong alignment with the Company’s operational, financial, and industry priorities and the Governance Committee remains focused on continuing to evolve the Board’s collective skills and experience over time to reflect the Company’s strategic direction and the broader operating environment.

  12. Class II Director Nominees

    | Todd Borgmann Age: 43 Committees: None | Background Todd Borgmann has served as President and Chief Executive Officer of the Company since July 2024. He previously served as Chief Executive Officer of the General Partner from May 2022 to July 2024. From February 2021 until May 2022, Mr. Borgmann served as Executive Vice President—Chief Financial Officer of the General Partner. Mr. Borgmann has over 15 years of experience with Calumet, serving the Company across a diverse set of management roles. For the five years preceding his appointment to Executive Vice President—Chief Financial Officer, Mr. Borgmann served as Senior Vice President—Chief Financial Officer, Senior Vice President—Interim Chief Financial Officer, and Vice President of Supply & Trading, developing extensive knowledge of petroleum markets, refining operations, and risk management. Mr. Borgmann has also served as the Vice President of Business Development of the Company and Director of the Company’s White Oils and Petroleum sales. Mr. Borgmann holds a Bachelor of Science in Industrial Engineering from Purdue University and a Master of Business Administration from the University of Notre Dame. Qualifications Mr. Borgmann brings significant leadership experience, strong financial acumen and extensive knowledge of and experience in petroleum markets, refining operations, and risk management, as well as strategic growth, investment and transformational initiatives. |

  13. Class II Director Nominees

    | Daniel J. Sajkowski IND Age: 66 Committees: Governance, Risk (chair) | Background Daniel J. Sajkowski has served as a member of the Board since July 2024 and previously served on the board of the General Partner from September 2014 to July 2024. Mr. Sajkowski served as Executive Vice President, Growth and New Ventures of The Heritage Group, a privately held business managing a diverse portfolio of operating companies in heavy construction and materials, from 2013 until his retirement in 2025. He currently serves on the Advisory Board of Trident Consulting. Prior to joining The Heritage Group, Mr. Sajkowski was the Senior Director—Downstream Technology at Sapphire Energy from 2010 until 2013. From 2004 to 2010, Mr. Sajkowski served as business unit leader at BP’s Whiting, Indiana refinery. During his career with BP/Amoco, Mr. Sajkowski also held positions as the Manager of Integrated Supply and Trading from 2002 until 2004 and Vice President of Refining Technology from 2000 until 2002. Mr. Sajkowski holds Bachelor of Science and Master of Science degrees in Chemical Engineering from the University of Michigan and a Doctor of Philosophy in Chemical Engineering from Stanford University. He also completed The General Manager Program at Harvard University. Qualifications Mr. Sajkowski has extensive refining industry experience including planning, operations and managerial roles for a large multinational refining company. In addition, he provides the Board with an important perspective on capital markets conditions and financing strategies based on his decades of experience in capital raising activities and driving growth. His broad background of experience provides helpful insight to the Company in our implementation of strategic value-creating corporate initiatives, as well as our refinery operations in general. |

  14. Class II Director Nominees

    | Bradford T. Sanders IND Age: 58 Committees*: Risk, Strategy and Growth * Subject to Mr. Sanders’s election at the Annual Meeting | Background Bradford T. Sanders currently serves as an advisor to the Chief Executive Officer of US Development Group, a developer, builder, operator and manager of energy-related midstream infrastructure and logistics services. Mr. Sanders has held this position since September 2023. In May 2014, Mr. Sanders joined US Development Group as Executive Vice President, Head of Market Strategy, and he became Chief Commercial Officer in October 2014, working with leadership teams to identify and execute strategic commercial opportunities. Prior to joining US Development Group, Mr. Sanders spent 32 years at Koch Industries, where he built and led trading and commercial businesses spanning crude oil, natural gas liquids, refined products, gasoline components, plastics, and ethanol. Mr. Sanders advises boards and executives on strategy, capital allocation, governance, and risk management. He holds a Bachelor of Science in Business from the University of Kansas and serves on the University of Kansas Board of Trustees, where he serves on the Investment Committee. Qualifications Mr. Sanders brings more than 30 years of leadership experience across the energy value chain, including refining, chemicals, trading, logistics, and renewable fuels. In addition to his extensive industry expertise, Mr. Sanders provides valuable insights into strategic growth initiatives, capital raising and allocation and risk management. |

  15. Class I Directors Continuing in Office

    Class I Directors Continuing in Office

  16. Class I Directors Continuing in Office

    | John (“Jack”) G. Boss IND Age: 66 Committees: Audit, Compensation (chair) | Background John (“Jack”) G. Boss has served as a member of the Board since July 2024 and previously served on the board of the General Partner from August 2022 to July 2024. Mr. Boss brings over 40 years of experience to the Board of Calumet. He currently serves on the boards of directors of Cooper-Standard (NYSE: CPS), Wabash National (NYSE: WNC) and Libbey, Inc. Most recently, he was the President and Chief Executive Officer of Momentive Performance Materials, a specialty chemicals and materials business from 2014 until 2020. Prior to this role, Mr. Boss served in the role of President of Honeywell Safety Products from 2012 to 2014. Mr. Boss held various managerial roles within Honeywell’s Specialty and Chemicals businesses from 2003 through 2014. Prior to Honeywell, Mr. Boss served as Vice President at Great Lakes Chemical Corporation. Mr. Boss holds a Bachelor of Science in Mechanical Engineering from West Virginia University and a Master of Business Administration from Rutgers University. Qualifications Mr. Boss brings extensive specialty chemicals and materials knowledge. In addition, he brings to the Board deep expertise in overseeing public company capital strategy, business development and growth, capital allocation, and enterprise strategic planning initiatives as a result of his service as a director of other public and private companies. |

  17. Class I Directors Continuing in Office

    | Stephen P. Mawer Chair of the Board Age: 61 Committees: Risk, Strategy and Growth | Background Stephen P. Mawer has served as Chair of the Board since July 2024 and previously served on the board of the General Partner from March 2016 to July 2024, including as chair of the board of the General Partner from January 2023 to July 2024. From May 2022 until December 2022, Mr. Mawer served in the role of Executive Chair of the Company. From April 2020 until May 2022, Mr. Mawer served as the Chief Executive Officer of the Company. He retired as president of Koch Supply & Trading in 2014 following a 27-year career in commodities trading, risk management and refining operations. While at Koch, Mr. Mawer led global commodities trading and served as a senior member of the Koch Industries management team. Mr. Mawer holds Bachelor and Master degrees in Chemical Engineering from the University of Cambridge, England. Currently, he serves as a member of the board of directors at Zenith Energy Management and Howard Energy Partners, both of which are midstream companies, chair of the board of directors of ClimeCo Corporation, an environmental commodities development and management company, and on the advisory board of Entara Partners, a leading global asset manager of refining infrastructure. Since December 2025, Mr. Mawer has served a member of the advisory board of The Heritage Group. He previously served as a member of the advisory board of Heritage Environmental Services. Qualifications Mr. Mawer contributes valuable expertise in capital markets and financial strategy, supporting the Board’s oversight of capital allocation and financing decisions and provides valuable experience in enterprise-level capital strategy and value-creating transactions. In addition, he brings extensive knowledge of petroleum markets, refining economics, supply/marketing optimization, sustainability and renewable fuels, and risk management. |

  18. Class I Directors Continuing in Office

    | Karen G. Narwold IND Age: 66 Committees: Compensation, Governance (chair) | Background Karen G. Narwold most recently served as Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary of Albemarle Corporation, a specialty chemicals manufacturing company, from 2010 until her retirement in 2023. From 2007 to 2010, Ms. Narwold served in a variety of leadership roles with Symmetry Holdings and its related companies, including General Counsel to Symmetry Holdings, Vice President, Chief Administrative Officer and General Counsel at Barzel Industries (acquired by Symmetry Holdings and f/k/a Novamerican Steel) and Advisor at Symmetry Advisors. Ms. Narwold worked for five years in private legal practice, followed by 16 years in roles of increasing leadership responsibility with GrafTech International, Ltd., including Vice President, General Counsel, Human Resources and Company Secretary. Ms. Narwold holds a Bachelor of Arts in Political Science from the University of Connecticut and a Juris Doctor from the University of Connecticut School of Law. Ms. Narwold currently serves on the board of directors of Ingevity (NYSE: NGVT), where she is chair of the Sustainability and Safety Committee, a member of the Audit Committee, and a member of the Executive Committee. In addition, Ms. Narwold serves on the board of directors of Standard Lithium Ltd., where she is chair of the Nominating & Corporate Governance Committee and a member of the Compensation Committee. Ms. Narwold is National Association of Corporate Directors (NACD) Directorship Certified. Qualifications Ms. Narwold brings extensive experience in global industrial manufacturing, regulatory, business strategy, governance, risk management and corporate transactions, informed by her years of leadership through periods of growth, transformation and capital redeployment. Through her extensive experience advising public companies, Ms. Narwold contributes valuable insight into capital markets and financing alternatives. In addition, she brings a broad range of experiences and skills as a result of her service as a public company director and her NACD certification. |

  19. Class I Directors Continuing in Office

    | Julio Quintana IND Age: 65 Committees: Audit, Risk | Background Julio Quintana served as President and Chief Executive Officer and member of the board of directors of Tesco Corporation, an oilfield services company, from 2005 until his retirement in 2015. Prior to his appointment as President and Chief Executive Officer of Tesco, Mr. Quintana served as Executive Vice President and Chief Operating Officer. Prior to joining Tesco, Mr. Quintana worked for Schlumberger Corporation, an oilfield services company, from 1999 to 2004 as Vice President of Integrated Project Management and Vice President of Marketing for the Americas. Prior to Schlumberger, Mr. Quintana worked for nearly 20 years for Unocal Corporation, an integrated exploration and production company, in various operational and managerial roles. Mr. Quintana holds a Bachelor of Science in Mechanical Engineering from the University of Southern California. Mr. Quintana currently serves on the board of directors of Newmont Corporation (NYSE: NEM), where he is a member of the Corporate Governance and Nominating Committee and chair of the Leadership Development and Compensation Committee. He also serves as chair of the board of directors and member of the Sustainability and Governance Committee of SM Energy Company (NYSE: SM). Mr. Quintana previously served on the board of directors of California Resources Corporation from 2020 until 2024 and Basic Energy Services from 2016 until 2021. Qualifications Mr. Quintana has extensive global management experience in petroleum markets and energy-industry operations. As the former chief executive officer of a public company, Mr. Quintana provides significant capital markets expertise and valuable experience in driving strategic growth and investment initiatives. In addition, Mr. Quintana brings significant corporate governance experience based on his extensive experience on the boards of directors of public and private companies. |

  20. Class III Directors Continuing in Office

    Class III Directors Continuing in Office

  21. Class III Directors Continuing in Office

    | Paul C. Raymond III IND Age: 60 Committees: Audit, Strategy and Growth (chair) | Background Paul C. Raymond III has served as a member of the Board since July 2024 and previously served on the board of the General Partner from November 2020 to July 2024. Mr. Raymond brings over three decades of industry experience, which includes serving in his current role of Chief Executive Officer of Monument Chemical, a privately held chemical company, since July 2020, and previously as President and Chief Executive Officer of Sonneborn, LLC from 2012 to 2019. Mr. Raymond holds a Bachelor of Science in Chemical Engineering from Rice University and a Doctor of Philosophy in Chemical Engineering from the University of Texas at Austin. Qualifications Mr. Raymond brings extensive specialty chemicals knowledge and strategic insights, as well as experience leading and growing similar businesses. He provides extensive experience in growth-oriented investment strategies, capital efficiency and disciplined execution of strategic initiatives. |

  22. Class III Directors Continuing in Office

    | Amy Schumacher IND Age: 54 Committees: Compensation, Governance | Background Amy M. Schumacher has served as a member of the Board since July 2024 and previously served on the board of the General Partner from September 2014 to July 2024. Ms. Schumacher has been part of The Heritage Group since 2003, working in various capacities and leading a variety of growth projects along the way. In 2008, Ms. Schumacher founded Monument Chemical and served as President and Chief Executive Officer for eight years. In 2016, Ms. Schumacher transitioned to President of The Heritage Group and was appointed Chief Executive Officer in 2020. From 1998 to 2003, Ms. Schumacher served as a consultant with Accenture. Ms. Schumacher holds a Bachelor of Science in Civil Engineering from Purdue University and a Master of Science in Management from the Massachusetts Institute of Technology Sloan School. Ms. Schumacher currently serves as Chief Executive Officer and a trustee for The Heritage Group and sits on a number of private subsidiary boards. Ms. Schumacher is the daughter of Fred M. Fehsenfeld, Jr., the former chair of the board of the General Partner. Qualifications Ms. Schumacher has extensive managerial experience including planning and strategy. With a track record of supporting long-term value creation through strategic financial stewardship, she possesses a broad background within the chemicals industry, with specific experience in strategic growth projects. |

  23. Class III Directors Continuing in Office

    | Karen A. Twitchell IND Lead Independent Director Audit Committee Financial Expert Age: 70 Committees: Audit (chair), Governance | Background Karen A. Twitchell has served as a member of the Board since July 2024 and previously served on the board of the General Partner from August 2022 to July 2024. In 2025, Ms. Twitchell was appointed by the Board’s independent directors to serve as the Board’s Lead Independent Director. Ms. Twitchell brings more than a dozen years of Board experience and 30 years of executive experience to the Board of Calumet. She is also on the Board of HMTX Industries. Previously, Ms. Twitchell was chair of the board of directors of Trecora Resources (NYSE: TREC), a petrochemical and specialty wax manufacturer, until the sale of the company in June 2022. Previously, she also served on the board of directors of Kraton Corp. and KMG Chemical, both specialty chemical companies. From 2010 to 2013, Ms. Twitchell was Executive Vice President and Chief Financial Officer of Landmark Aviation, a private equity-backed fixed base operator for the aviation industry. Prior to 2010, Ms. Twitchell was Vice President and Treasurer of LyondellBasell Industries/Lyondell Chemical Company. Ms. Twitchell has also held senior management positions in the aluminum and cement manufacturing industries. Ms. Twitchell holds a Bachelor of Arts in Economics from Wellesley College and a Master of Business Administration from Harvard Business School. Qualifications Ms. Twitchell brings extensive leadership experience in the chemicals industry, strong financial acumen as a former chief financial officer and treasurer, and extensive experience in capital markets, capital allocation oversight and financial strategy. As our Lead Independent Director, Ms. Twitchell brings to bear her significant experience on the boards of directors of public and private companies. Her background provides helpful insight to the Company in our implementation of strategic and financial initiatives and corporate governance structure and processes. |

  24. 2025 Compensation Highlights

    2025 Compensation Highlights Our program has three primary elements: base salary, annual incentives, and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our named executive officers to focus on long-term sustainable stockholder value creation. Below are key highlights of the executive compensation decisions the Compensation Committee made for fiscal year 2025:

  25. 2025 Compensation Highlights

    | • | Annual cash incentives. Introduced a balanced mix of financial (Adjusted EBITDA with Tax Attributes, weighted 60%) and operational (safety, cost management, reliability, and strategic priorities, collectively weighted 40%) metrics, with a Free Cash Flow threshold and individual performance modifier to further align pay outcomes with performance and stockholder interests. Payouts under the financial goals are capped at 200% of target and payouts under the operational goals are capped at 100% of target. Actual annual incentive awards were approved ranging from 78% to 130% of target. |

  26. 2025 Compensation Highlights

    | • | Long-term equity incentives. 2025 marked the Company’s first full year operating as a C-Corporation, and with this transition, the Compensation Committee began developing the Company’s long-term incentive approach to better align with investor expectations for performance-based pay and sustainable value creation. For 2025, long-term incentive awards were delivered 50% in performance share units (PSUs) and 50% in time-based restricted stock units (RSUs). The PSUs are intended to balance near-term execution priorities with longer-term value drivers through the following metrics: |

  27. 2025 Compensation Highlights

    | ○ | Relative TSR (33%), measured over a three-year period (2025–2027) versus the S&P SmallCap 600 Index; |

  28. 2025 Compensation Highlights

    Earned PSUs remain subject to continued service through December 31, 2027, with payouts ranging from 0% to 150% of target (capped at 100% if absolute TSR is negative). To promote retention and shareholder alignment, RSUs cliff-vest subject to continued service through the third anniversary of the grant date. Separately, consistent with the Company’s historical incentive equity program and grant timing practice—and as disclosed in last year’s proxy statement—the Compensation Committee approved RSUs for 2024 performance in early 2025 (the “2024 RSUs”). These awards recognized the achievement of major strategic goals completed during 2024, the final year of partnership operations, most notably, conversion to a C-Corporation, receipt of the DOE Loan conditional commitment (with initial funding in early 2025), record-setting safety performance, and substantial operational and cost improvements across key facilities. The 2024 RSUs cliff-vest subject to continued service through the third anniversary of the grant date. Under SEC reporting rules, both the 2024 RSUs (i.e., awards granted during 2025 in respect of 2024 performance) and the forward-looking 2025 annual long-term incentive awards are reported in the 2025 Summary Compensation Table. As a result, the aggregate value of “Stock Awards” shown for 2025 is higher than in prior years, as the amount reflects two distinct grants for different performance periods that overlapped in 2025 solely due to the evolution of our long-term incentive program design.

  29. 2026 Program Enhancements

    2026 Program Enhancements For 2026, the Compensation Committee enhanced the PSU design to further strengthen alignment with sustained financial performance and stockholder returns. PSUs will continue to represent 50% of the long-term equity incentive opportunity, with payouts ranging from 0% to 150% of target based on performance; however, two of the three metrics will now be measured over a three-year performance period. PSUs will vest based on the following measures:

  30. 2026 Program Enhancements

    | ○ | Relative TSR (33%), measured over a three-year period (2026–2028) versus the S&P SmallCap 600 Index, aligning outcomes with stockholder experience; and |

  31. 2026 Program Enhancements

    | ○ | Return on Invested Capital (ROIC) (33%), measured over one year, with vesting subject to an additional two years of service to promote continued long-term focus. |

  32. Compensation Governance Best Practices

    | What We Do | | What We Don’t Do | | | | Tie a significant portion of pay to performance through annual and long-term incentives | ✘ | No guaranteed incentive payouts | | | Use a balanced mix of performance-based and time-based equity | ✘ | No repricing of underwater stock options | | | Align executives with shareholders through multi-year vesting equity | ✘ | No hedging, pledging, or short sales of Company stock | | | Maintain a clawback policy for incentive compensation | ✘ | No single-trigger change of control vesting of equity-based grants | | | Engage an independent compensation consultant | ✘ | No single-trigger change of control severance arrangements | | | Maintain stock ownership guidelines to encourage long-term stock ownership and strengthen alignment with stockholders | ✘ | No excise tax gross-up payments | | | | ✘ | No excessive perquisites |

  33. Our Executive Compensation Philosophy

    | • | Align leadership and stockholders. Incentives emphasize long-term, equity-based awards tied to relative TSR, balance sheet strength, and execution of strategic initiatives. |

  34. Our Executive Compensation Philosophy

    | • | Drive pay for performance. A significant portion of compensation is at risk, with annual incentives tied to Adjusted EBITDA with Tax Attributes and operational excellence, and long-term awards tied to financial, strategic, and stockholder outcomes. |

  35. Our Executive Compensation Philosophy

    | • | Attract and retain top talent. The introduction of a formal peer group helps ensure our pay levels and program design are competitive with other specialty and energy companies of comparable scale and complexity. |

  36. Our Executive Compensation Philosophy

    | • | Support sustainable growth. The program is structured to reward strong execution in the short term while positioning the Company to deliver durable value creation for stockholders over the long term. |

  37. Our Executive Compensation Philosophy

    | | Element | Purpose | Key Features | | Fixed | Base Salary | Provide competitive fixed rate of pay that reflects each executive’s role, experience, and performance, and supports the attraction and retention of top leadership talent | • Reviewed periodically based on responsibilities, individual performance, and competitive market data, including our newly established compensation peer group | | At-Risk | Annual Cash Incentives | Drive execution of annual financial and operational goals that are critical to advancing our strategy and creating long-term value | • Weighted 60% on Adjusted EBITDA with Tax Attributes and 40% on operational priorities (safety, cost management, reliability, and strategic initiatives) • Subject to a Free Cash Flow (FCF)(1) threshold condition to promote balance sheet discipline • Financial goals are capped at 200% of target and operational goals are capped at 100% of target • Committee may adjust payouts ±20% (subject to above caps) based on individual contributions and leadership impact | | | Long-Term Equity Incentives | Align executives with stockholders, support execution of long-term strategic priorities, and reinforce leadership retention | • Mix of 50% PSUs and 50% RSUs • PSUs vest based on achievement of relative TSR (vs. S&P SmallCap 600), Net Deleveraging, and Strategic Initiatives goals • Three-year performance and service periods • PSU payouts range from 0% to 150% of target, capped at 100% if absolute TSR over three-year performance period is negative • Time-based RSUs cliff vest after three years |

  38. Process for Determining Compensation

    Process for Determining Compensation Role of Compensation Committee. The Compensation Committee, pursuant to its charter, available at https://calumet.investorroom.com/governance-documents, has primary responsibility for overseeing our executive compensation program. The Compensation Committee coordinates with the Governance Committee to evaluate the performance of our CEO and other named executive officers and either determines or recommends to the Board their compensation levels based on those evaluations. In addition, the Compensation Committee approves our executive compensation plans and policies, reviews our overall compensation philosophy and strategy, and is responsible for administering our equity incentive plan, including approval of award grants. All members of the Committee are independent under applicable SEC and Nasdaq rules. Role of Management. In conjunction with the Company’s Senior Vice President — Human Resources, the CEO evaluates the performance of the other named executive officers against individual and business objectives. Based on these evaluations, the CEO makes compensation recommendations to the Compensation Committee. In making determinations about compensation levels for each named executive officer, the Compensation Committee considers the officer’s role, scope of responsibilities and experience, and balances these against competitive salary levels and other components of the compensation. The Compensation Committee also meets with the named executive officers, at its discretion, during the year, which provides an opportunity to form its own independent assessment of each individual’s performance. The CEO does not participate in deliberations regarding his own compensation. Role of Compensation Consultant. In 2025, the Compensation Committee engaged Pearl Meyer to be its independent compensation consultant and assist on matters relating to our executive compensation program pursuant to its authority under the Compensation Committee charter. Pearl Meyer provided services including a review and potential redesign of the annual and long-term incentive programs and other typical annual compensation and consulting services. The Compensation Committee determined that Pearl Meyer has the appropriate independence and necessary skills, knowledge, industry expertise, and experience to provide such services and determined that such engagement did not raise any conflicts of interest. A representative of Pearl Meyer attends meetings of the Compensation Committee as requested. Pearl Meyer reports directly to the Compensation Committee. The Compensation Committee assessed the independence of Pearl Meyer under applicable SEC and Nasdaq rules and determined that its engagement did not present any conflicts of interest. The Role of the Compensation Peer Group. With our transition to a C-Corporation, the Compensation Committee recognized the need for a more systematic approach to evaluating market competitiveness, and in the fall of 2024, with the assistance of Pearl Meyer, established a formal compensation peer group of 21 companies for the purpose of setting executive compensation levels for 2025. The companies included in the peer group were carefully reviewed and selected based on the following criteria:

  39. Process for Determining Compensation

    The new compensation peer group was composed of the following peer companies:

  40. Base Salary

    Base Salary Base salaries provide executives with a fixed level of cash compensation in consideration for the scope of responsibilities associated with their positions and are intended to support the attraction and retention of leaders critical to Calumet’s success. The Compensation Committee reviews executive base salaries annually, with adjustments generally effective April 1st of the following fiscal year; however, the Committee may also approve off-cycle adjustments to reflect changes in market conditions, compensation structure, or role scope. During 2025, the Compensation Committee undertook a broader review of executive base salaries in light of evolving leadership responsibilities and the Committee’s focus on maintaining an appropriate balance between fixed and at-risk compensation. As part of this review, all of the named executive officers received a 3% merit increase, effective April 1, 2025, reflecting individual performance and general market movement within the 2025 compensation peer group. In addition to these merit increases, the Compensation Committee approved targeted salary adjustments for certain executives to address specific market, structural, or role-related considerations. Mr. Borgmann’s base salary was increased to better align the Chief Executive Officer’s compensation with market median levels for comparable roles within the 2025 compensation peer group. For Mr. Fleming, the Committee approved a base salary increase as part of a broader pay mix realignment designed to better balance fixed compensation and incentive opportunities while maintaining his overall total direct compensation opportunity. This action included a reduction in Mr. Fleming’s target annual incentive opportunity, an increase in his long-term incentive opportunity, and a corresponding increase in base salary. Separately, in November 2025, the Board approved Mr. Obermeier’s promotion to President of the Specialties Business. In connection with this promotion and the associated increase in scope, responsibility, and leadership accountability, Mr. Obermeier’s base salary was increased to reflect the expanded role. As a result of these actions, each named executive officer’s base salary increased during 2025, with changes reflecting a combination of merit-based adjustments, market alignment, compensation structure considerations, and changes in role scope, as summarized in the table below:

  41. Short-Term Cash Incentive Awards

    Short-Term Cash Incentive Awards We provide short-term cash incentive awards to named executive officers under our annual cash incentive plan (the “Cash Incentive Plan”). These awards are designed to incentivize executives in meeting financial performance, operational, and strategic objectives on an annual basis. 2025 Target Award Opportunity. Target annual incentive opportunities are established at the beginning of each year, expressed as a percentage of base salary, considering each executive’s role, performance, and levels of pay competitive with the market for comparable positions. Actual annual incentive award payouts are calculated based on actual salary earned from January 1 through December 31, 2025. Incentive opportunities based on financial goals are capped at 200% of target and those based on operational goals are capped at 100% of target. For 2025, the Compensation Committee reduced the target award opportunities for Messrs. Borgmann and Fleming to 100% of base salary, compared to 150% in the prior year, to better align with the objectives of the Cash Incentive Plan and to achieve a more balanced mix of short- and long-term incentives. Targets for Messrs. Lunin and Obermeier remain at 100% of base salary, and Mr. Morical’s target remains at 80% of base salary. Target award opportunities for 2025 are listed in the table below:

  42. Short-Term Cash Incentive Awards

    | Name | Target Award Opportunity (as a % of Base Salary)(1) | | Todd Borgmann | 100% | | David Lunin | 100% | | Bruce Fleming | 100% | | Scott Obermeier | 100% | | Gregory Morical | 80% |

  43. Short-Term Cash Incentive Awards

    | (1) Reflects target levels as in effect on December 31, 2025. Messrs. Borgmann and Fleming’s target award opportunities were reduced from 150% to 100% of base salary, effective April 1, 2025. As a result, their 2025 target opportunities were prorated for the portion of the year prior to the approved change, resulting in an effective 2025 target opportunity of 112.3% of base salary. |

  44. Short-Term Cash Incentive Awards

    Performance Metrics. The Compensation Committee designed the Company’s annual incentives to reinforce accountability for performance at both the enterprise level and the business unit level, while balancing financial results with disciplined operational execution. For 2025, annual incentive performance was based on a combination of financial performance (60%) and operational performance (40%), aligned to each named executive officer’s scope of responsibility. The operational performance component was further allocated among specific operational and strategic categories that the Compensation Committee believes are critical to safe, reliable, and efficient execution of the Company’s strategy. Performance under both the financial and operational components was subject to the achievement of a threshold Free Cash Flow goal, reinforcing the importance of liquidity and capital discipline. The table below summarizes the performance metrics used for 2025, their relative weightings, and the rationale and payout opportunity for each metric.

  45. Short-Term Cash Incentive Awards

    | Performance Components and Weightings | Rationale | Payout Opportunity | | Financial Performance: 60% | | 0%–200% of target | | Adjusted EBITDA with Tax Attributes (100%) | Reflects underlying operating profitability, aligns with how investors assess financial performance, and reinforces focus on earnings growth and operating discipline across the enterprise and key businesses | Based on performance against pre-established minimum, target, and maximum goals | | Operational Performance: 40% | | 0–100% of target | | Safety (16.67%) | Reinforces safety as a core value and shared enterprise-wide responsibility fundamental to protecting employees, communities, and the long-term sustainability of the Company’s operations | Based on achievement of pre-established objectives tied to Company-wide employee safety outcomes, process safety management (PSM) compliance, and environmental performance | | Cost Management (16.67%) | Encourages disciplined control of operating and capital spending in support of efficient operations and strategic priorities | Based on fixed operating costs and capital expenditures relative to plan, measured at the corporate or applicable business unit level | | Reliability (16.67%) | Reinforces consistent, dependable operations that support safe performance, efficient asset utilization, and sustained financial result | Based on operational availability measured as throughput adjusted for internal downtime relative to budget, measured at the corporate or applicable business unit level | | Strategic Initiatives (50%) | Recognizes execution of key strategic priorities that support the Company’s competitive positioning, balance sheet objectives, and long-term stockholder value | Based on the Compensation Committee’s assessment of progress and execution against executive-specific strategic priorities and actions established for the year |

  46. Short-Term Cash Incentive Awards

    While each of the categories in operational performance are measured separately, the total operational performance portion is paid out between 0–100%. Once the annual award amount is calculated based on our financial and operational results, the Compensation Committee may adjust the earned amount based on the named executive officer’s individual contributions and influence on achievement of the relevant performance metrics. The Compensation Committee may adjust each named executive officer’s annual award payout by applying a multiplier in the range of +/- 20% against the initially-calculated payout. 2025 Financial Performance Goals and Results. The financial component of annual incentives was based on Adjusted EBITDA with Tax Attributes, measured against approved minimum, target, and maximum performance levels. Performance was evaluated at both the consolidated Company level and the business unit level for the Montana Business and the Specialties Business. To align incentive outcomes with executive accountability, the Compensation Committee applied role-based weightings to these performance measures. Executives with enterprise-wide responsibilities were evaluated based on a blended assessment of consolidated and business unit performance, while executives with primary responsibility for a specific business were evaluated with greater emphasis on that business unit’s results. The following table shows the financial performance necessary to achieve minimum (50% payout), target (100% payout), and maximum (200% payout) annual incentive amounts, along with actual results for 2025:

  47. Short-Term Cash Incentive Awards

    | Performance Metrics | Performance Level | | | Results | | Named Executive Officer Weightings | | | | Adj EBITDA withTax Attributes (in millions)(1) | Minimum | Target | Maximum | Actual | Actual as a % of Target | Borgmann / Lunin / Morical | Fleming | Obermeier | | Consolidated Calumet | $166.0 | $316.0 | $459.0 | $303.9 | 96% | 24% | 20% | 20% | | Montana Business | $36.0 | $97.0 | $156.0 | $39.3 | 53% | 18% | 40% | — | | Specialties Business | $157.0 | $219.0 | $275.0 | $264.6 | 181% | 18% | — | 40% |

  48. Short-Term Cash Incentive Awards

    | (1) Adjusted EBITDA with Tax Attributes is a non-GAAP measure that we define consistent with the terms of our Credit Agreement and senior notes indentures. For more information on our use of this non-GAAP measure, please see Part II, Item 7 “Management’s Discussion and Analysis — Non-GAAP Financial Measures” in our 2025 Form 10-K. For purposes of the Annual Cash Incentives Adjusted EBITDA with Tax Attributes was further adjusted for certain Clean Fuel Production Credits (“CFPCs”) as described further in the “Subsequent Events” section of our 2025 Form 10-K. |

  49. Short-Term Cash Incentive Awards

    2025 Operational Performance Goals and Results. Consistent with the operational framework described above, operational performance was evaluated at the Company-wide, corporate, or business unit level, as applicable, with strategic initiatives reflecting executive-specific priorities. The Compensation Committee assessed performance holistically and determined the final operational result as a percentage of target for each named executive officer. In evaluating operational performance for 2025, the Compensation Committee assessed performance across the four operational categories and considered results holistically in light of each named executive officer’s role and areas of responsibility. Safety performance was evaluated on a Company-wide basis and did not meet expectations for the year. In contrast, performance in Reliability and Cost Management generally met or exceeded expectations, reflecting improvements in operational execution, cost discipline, and efficiency initiatives across the Company. Performance under the Strategic Initiatives category varied by executive, consistent with the role-specific nature of these objectives. In several cases, executives exceeded expectations through strong execution on strategic priorities, while in other cases progress was below expectations, reflecting the complexity, sequencing, and timing of certain initiatives. Taking these factors together, the Compensation Committee determined that overall operational performance outcomes appropriately reflected a year in which safety performance fell short of expectations, core operational execution improved, and strategic execution produced mixed results. As a result, final operational performance outcomes for named executive officers were 95% of target. Individual Modifier. After the annual award amount was determined based on financial and operational results, the Compensation Committee considered whether any adjustments were appropriate under the individual performance modifier. This feature allows the Committee to increase or decrease a named executive officer’s payout by up to 20% based on individual contributions and impact on performance outcomes. For 2025, the CEO recommended, and the Compensation Committee approved, individual modifiers of 0% to 17%. See “Annual Incentive Plan Payouts” below. Annual Incentive Plan Payouts. Based on the financial and operational performance results described above, and subject to achievement of the Free Cash Flow threshold, the Compensation Committee determined annual incentive payouts for each named executive officer for 2025. Financial performance outcomes were applied using the role-based weightings described above, and operational performance outcomes reflected the Committee’s holistic assessment of performance against applicable operational and strategic priorities. After considering whether any adjustments were warranted under the individual performance modifier, the Compensation Committee approved annual incentive payouts at the levels shown below.

  50. Short-Term Cash Incentive Awards

    | Name | Target Opportunity (% of Salary)(1) | Actual 2025 Salary(2) | Final Payout(2) ($) | | Todd Borgmann | 112% | $950,000 | $1,287,593 | | David Lunin | 100% | $491,856 | $595,877 | | Bruce Fleming | 112% | $532,478 | $468,423 | | Scott Obermeier | 100% | $492,847 | $639,445 | | Gregory Morical | 80% | $415,534 | $359,964 |

  51. Short-Term Cash Incentive Awards

    | (1) As noted above, for 2025, the Compensation Committee approved a reduction in the target annual incentive opportunities for Messrs. Borgmann and Fleming from 150% to 100% of base salary, effective in April 2025. As a result, their 2025 target opportunities were prorated for the portion of the year prior to the approved change, resulting in an effective 2025 target opportunity of 112.3% of base salary. Their current annual incentive target opportunity is 100% of base salary. |

  52. Short-Term Cash Incentive Awards

    | (2) Actual annual incentive award payouts are calculated based on actual salary earned from January 1 through December 31, 2025. Payouts reflect the application of weighted financial and operational performance results, individual modifiers (where applicable), and plan caps. |

  53. Long-Term Equity-Based Incentive Awards

    Long-Term Equity-Based Incentive Awards Long-term incentive compensation is designed to align a meaningful portion of our named executive officers’ compensation with the long-term interests of our stockholders, as well as the Company’s long-term business strategy and leadership talent retention goals. For 2025, long-term equity incentives were granted using a mix of performance-based restricted stock units (PSUs) and time-based restricted stock units (RSUs), as follows:

  54. Long-Term Equity-Based Incentive Awards

    | Equity Vehicle | Weighting | Details | | | | | PSUs | 50% | Metric | Weighting | Performance Period | Payout Opportunity | | | | Relative Total Shareholder Return (TSR) | 33.33% | Three-year performance period (1/1/25–12/31/27); measured against the constituent companies of the S&P SmallCap 600 Index as of the start of the period | 0% to 150% of target; payout is capped at 100% if Calumet TSR is negative for the performance period | | | | Net Deleveraging | 33.33% | One-year performance period (1/1/25–12/31/25); any restricted stock units earned remain subject to service-based vesting through 12/31/2027 | 0% to 150% of target | | | | Strategic Initiatives | 33.33% | One-year performance period (1/1/25–12/31/25); any restricted stock units earned remain subject to service-based vesting through 12/31/2027 | 0% to 150% of target; performance assessed through qualitative evaluation, with quarterly progress reports | | RSUs | 50% | Cliff vest on the three-year anniversary of the grant date | | | |

  55. Long-Term Equity-Based Incentive Awards

    2025 Target LTI Award Opportunities. Target long-term incentive opportunities are established at the beginning of each year, expressed as a percentage of base salary actually earned, considering each executive’s role, performance, and market pay levels for comparable positions. For 2025, upon the recommendation of the Compensation Committee, our Board increased Mr. Borgmann’s LTI award opportunity from 200% to 275% of base salary, and the Compensation Committee increased Mr. Fleming’s LTI opportunity from 60% to 80% of base salary. These adjustments were approved to better align their overall total target compensation opportunities to market practices, while achieving a more balanced mix of short- and long-term incentives. Targets for Messrs. Lunin and Obermeier remain at 80% of base salary, and Mr. Morical’s target remains at 60%. Target award opportunities for 2025, including grant values, are listed in the table below:

  56. Long-Term Equity-Based Incentive Awards

    | Name | Target (as a % of Base Salary) | PSUs (at Target) | RSUs | Total Target Value* | | Todd Borgmann | 275% | $1,375,000 | $1,375,000 | $2,750,000 | | David Lunin | 80% | $198,185 | $198,185 | $396,371 | | Bruce Fleming | 80% | $219,755 | $219,755 | $439,511 | | Scott Obermeier | 80% | $195.535 | $195,535 | $391,071 | | Gregory Morical | 60% | $125,575 | $125,575 | $251,149 |

  57. Long-Term Equity-Based Incentive Awards

    | * Target award amounts approved by the Compensation Committee for PSUs and RSUs were converted to a number of units based on the closing price of our Common Stock on the date of the grant on February 25, 2025, which was $15.53. |

  58. Long-Term Equity-Based Incentive Awards

    PSUs Earned and Vested In 2025 (1/1/2025–12/31/2025). Two of the three metrics for the 2025 PSUs, Net Deleveraging and Strategic Initiatives, were measured against pre-established 2025 calendar year goals. Any PSUs earned under these metrics remain subject to service-based vesting through December 31, 2027.

  59. Long-Term Equity-Based Incentive Awards

    | • | Net Restricted Deleveraging (33%) – Performance against 2025 deleveraging goals was achieved at 122%, driven by generating free cash flow to reduce debt and successful execution of the sale of Royal Purple Industrial. |

  60. Long-Term Equity-Based Incentive Awards

    | • | Strategic Initiatives (33%) – Performance against 2025 strategic priorities, as evaluated by the Compensation Committee based on quarterly progress reports and year-end assessment, was achieved at 108%. The Compensation Committee considered management’s successful execution of several critical initiatives, including securing the DOE loan and improving the Company’s cost of capital, advancing the PB asset sale and integration strategy, and materially enhancing the MaxSAF strategy. |

  61. Long-Term Equity-Based Incentive Awards

    The relative TSR metric, which represents the remaining 33% weighting of the 2025 PSUs, will be measured following the conclusion of the full three-year performance period on December 31, 2027. In addition, the awards remain subject to a cap of 100% of the target opportunity in the event that our absolute TSR is negative for the three-year performance period. 2024 RSUs. Separately, consistent with the Company’s historical practice—and as disclosed in last year’s proxy statement—the Compensation Committee approved RSUs for 2024 performance in early 2025 (the “2024 RSUs”). These awards recognized the achievement of major strategic goals completed during the final year of partnership operations, most notably, conversion to a C-Corporation, receipt of the DOE Loan conditional commitment (with initial funding in early 2025), record-setting safety performance, and substantial operational and cost improvements across key facilities. The 2024 RSUs cliff-vest subject to continued service through the third anniversary of the grant date. Under SEC reporting rules, both the 2024 RSUs (i.e., awards granted during 2025 in respect of 2024 performance) and the forward-looking 2025 annual long-term incentive awards are reported in the 2025 Summary Compensation Table. As a result, the aggregate value of “Stock Awards” shown for 2025 is higher than in prior years, as the amount reflects two distinct grants for different performance periods that overlapped in 2025 solely due to the evolution of our long-term incentive program design.

  62. Employment Agreements & Severance Benefits

    Employment Agreements & Severance Benefits As of December 31, 2025, the Company had no employment agreements with any of its executive officers. We provide offer letters to newly hired or promoted employees that set forth the general terms of their employment with us as of the offer letter date, which do not provide for severance, change in control, or other post-termination benefits. We maintain a Change of Control Protection Plan, which provides for severance payments and benefits to certain employees (including the named executive officers) who experience a qualifying termination of employment in connection with a change in control. For more information on this plan, refer to the “Potential Payments Upon Termination or Change in Control” section below.

  63. Equity Grant Practices

    Equity Grant Practices We did not grant stock options in 2025 and did not time the disclosure of material nonpublic information for the purpose of affecting the value of any executive compensation awarded during fiscal 2025.

  64. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth the annual compensation earned by or granted to our named executive officers for the fiscal years ended December 31, 2025, 2024, and 2023. Mr. Lunin was appointed as Chief Financial Officer effective January 1, 2024 and was not a named executive officer prior to 2024.

  65. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Todd Borgmann President & Chief Executive Officer | 2025 | 950,000 | — | 4,455,029 | 1,287,593 | 106,654 | 6,799,276 | | | 2024 | 783,750 | 587,813 | — | — | 57,978 | 1,429,541 | | | 2023 | 735,000 | — | 1,750,000 | — | 17,040 | 2,502,040 | | David Lunin Executive Vice President - Chief Financial Officer | 2025 | 491,856 | — | 799,826 | 595,877 | 21,072 | 1,908,631 | | | 2024 | 479,524 | 239,762 | 384,823 | — | 136,854 | 1,240,963 | | Bruce Fleming Executive Vice President - Montana Renewables & Corporate Strategy | 2025 | 532,478 | — | 748,779 | 468,423 | 177,549 | 1,927,229 | | | 2024 | 478,812 | 359,109 | — | — | 140,242 | 978,163 | | | 2023 | 464,255 | — | 1,750,000 | — | 19,715 | 2,233,970 | | Scott Obermeier President - Specialties | 2025 | 492,847 | — | 785,787 | 639,445 | 20,480 | 1,938,559 | | | 2024 | 468,949 | 234,475 | — | — | 18,407 | 721,831 | | | 2023 | 445,250 | 302,770 | — | — | 17,594 | 765,614 | | Gregory Morical Senior Vice President, General Counsel & Secretary | 2025 | 415,534 | — | 491,618 | 359,964 | 34,276 | 1,301,391 | | | 2024 | 379,958 | 151,984 | — | — | 35,145 | 567,087 | | | 2023 | 348,680 | — | 500,000 | — | 15,821 | 864,501 |

  66. 2025 Summary Compensation Table

    | (1) The amount in this column for 2025 represents the grant date fair value calculated in accordance with FASB ASC Topic 718, disregarding estimated forfeitures, of time-based and performance-based restricted stock unit awards granted to each respective NEO on February 25, 2025 under the LTIP, including time-based restricted stock unit awards approved for 2024 performance granted in early 2025 (resulting in “double” reporting for this year). For more information regarding restricted stock unit awards, see “Compensation Discussion & Analysis — Elements of Executive Compensation — Long-Term Equity-Based Incentive Awards — 2025 Target LTI Awards” above. The grant date fair value of each restricted stock unit is based on the closing price of our common shares on the applicable date of grant. Please read Note 12 to our consolidated financial statements for the fiscal year ending December 31, 2025, included in our 2025 Form 10-K for a discussion of the assumptions used to determine the FASB ASC Topic 718 value of the awards. At the maximum performance level of 150%, the grant date fair value of the performance-based restricted stock unit awards would be as follows: for Mr. Borgmann, $2,062,493; for Mr. Lunin, $297,275; for Mr. Fleming, $329,624; for Mr. Obermeier, $293,284; and for Mr. Morical, $188,332. |

  67. 2025 Summary Compensation Table

    | (2) The 2025 non-equity incentive cash bonus plan for the fiscal year ended December 31, 2025, set a target opportunity for each NEO’s annual cash bonus as a percent of salary, with payout contingent upon meeting Calumet Inc.’s financial goals and other performance measures as described above in “Compensation Discussion & Analysis — Elements of Executive Compensation — Short-Term Cash Bonus Awards — 2025 Approved Cash Bonus Awards.” Amounts include portions deferred under our Deferred Compensation Plan for Mr. Borgmann, Mr. Fleming and Mr. Morical. |

  68. 2025 Summary Compensation Table

    | (3) The following table provides the aggregate “All Other Compensation” information for each of the named executive officers for 2025: |

  69. 2025 Summary Compensation Table

    | | Todd Borgmann | David Lunin | Bruce Fleming | Scott Obermeier | Gregory Morical | | 401(k) Plan Matching Contributions | $17,500 | $17,500 | $17,500 | $17,500 | $17,500 | | HSA Plan Matching Contributions | 1,000 | 1,000 | 1,000 | — | 1,000 | | Long-Term Disability Insurance | 1,413 | 1,420 | 1,427 | 1,415 | 1,409 | | Long-Term Disability Insurance (Tax Gross-up) | 361 | 355 | 348 | 360 | 479 | | Relocation Expenses(a) | — | — | — | — | — | | Term Life Insurance Premiums | 540 | 797 | 1,133 | 1,205 | 1,889 | | Deferred Compensation Plan Matching Contributions | 85,840 | — | 156,141 | — | 11,999 | | Total | $106,654 | $21,072 | $177,549 | $20,480 | $34,276 |

  70. 2025 Summary Compensation Table

    | (a) The relocation plan offered to our executive officers is the same plan offered to all other eligible employees. The amount of relocation expenses for Mr. Lunin includes a tax gross up amount of $44,093. |

  71. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table includes information about awards granted to our named executive officers during 2025, which includes the incentive opportunities under the Cash Incentive Plan and the LTIP.

  72. Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards Number of Shares (#) | Grant Date Fair Value of Stock Awards ($)(3) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Todd Borgmann | | 300,000 | 1,000,000 | 1,600,000 | | | | | | | | 2/25/2025(2) | | | | 29,513 | 88,538 | 132,807 | | | | | 2/25/2025(3) | | | | | | | 88,538 | 1,374,995 | | | 2/25/2025(4) | | | | | | | 100,933 | 1,567,489 | | David Lunin | | 148,639 | 495,463 | 792,741 | | | | | | | | 2/25/2025(2) | | | | 4,254 | 12,761 | 19,142 | | | | | 2/25/2025(3) | | | | | | | 12,761 | 198,178 | | | 2/25/2025(4) | | | | | | | 24,701 | 383,607 | | Bruce Fleming | | 164,816 | 549,388 | 879,021 | | | | | | | | 2/25/2025(2) | | | | 4,715 | 14,150 | 21,225 | | | | | 2/25/2025(3) | | | | | | | 14,150 | 219,750 | | | 2/25/2025(4) | | | | | | | 18,498 | 287,274 | | Scott Obermeier | | 164,816 | 549,388 | 879,021 | | | | | | | | 2/25/2025(2) | | | | 4,196 | 12,590 | 18,885 | | | | | 2/25/2025(3) | | | | | | | 12,590 | 195,523 | | | 2/25/2025(4) | | | | | | | 24,157 | 375,158 | | Gregory Morical | | 100,460 | 334,866 | 535,785 | | | | | | | | 2/25/2025(2) | | | | 2,695 | 8,085 | 12,127 | | | | | 2/25/2025(3) | | | | | | | 8,085 | 125,560 | | | 2/25/2025(4) | | | | | | | 14,679 | 227,965 |

  73. Grants of Plan-Based Awards

    | (1) Amounts in this column represent the minimum, target and stretch incentive opportunities for short-term bonus awards under the Cash Incentive Plan. The actual bonuses paid to our named executive officers for 2025 under the Cash Incentive Plan can be found in the “Bonus” column of the Summary Compensation Table above and are described in more detail under “Compensation Discussion & Analysis — Elements of Executive Compensation — Short-Term Cash Bonus Awards” above. |

  74. Grants of Plan-Based Awards

    | (2) Amount in this column represents the grant date fair value calculated in accordance with FASB ASC Topic 718, disregarding estimated forfeitures. The grant date fair value of restricted stock unit awards is based on the closing price of our common shares on the applicable date of grant. Please read Note 12 to our consolidated financial statements for the fiscal year ending December 31, 2025, included in our 2025 Form 10-K for a discussion of the assumptions used to determine the FASB ASC Topic 718 value of the award. |

  75. Grants of Plan-Based Awards

    | (3) On February 25, 2025, Calumet Inc. granted performance-based restricted stock units (“PSUs”) to the NEOs. The PSUs provide for the recipients to receive shares of Calumet Inc. common stock (or the cash value thereof) upon the achievement of certain performance goals established by Calumet Inc. during a specified period, as described in “Compensation Discussion & Analysis — Elements of Executive Compensation — Long-Term Equity Incentive Awards” above. |

  76. Grants of Plan-Based Awards

    | (4) On February 25, 2025, Calumet Inc. granted time-based restricted stock units to the NEOs. The RSUs cliff-vest subject to continued service through the grant date, as described in “Compensation Discussion & Analysis — Elements of Executive Compensation — Long-Term Equity Incentive Awards” above. |

  77. Grants of Plan-Based Awards

    | (5) On February 25, 2025, Calumet Inc. granted an additional award of RSUs to the NEOs for 2024 performance (the “2024 RSUs”). The RSUs also cliff-vest subject to continued service through the grant date, as described in “Compensation Discussion & Analysis — Elements of Executive Compensation — Long-Term Equity Incentive Awards” above. |

  78. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below reflects information regarding outstanding equity-based awards held by the named executive officers as of December 31, 2025.

  79. Outstanding Equity Awards at Fiscal Year-End

    | Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Todd Borgmann | 417,844 | 8,302,560 | 29,512 | 586,403 | | David Lunin | 90,355 | 1,795,354 | 4,253 | 84,507 | | Bruce Fleming | 180,987 | 3,596,212 | 4,716 | 93,707 | | Scott Obermeier | 70,491 | 1,400,656 | 4,196 | 83,375 | | Gregory Morical | 76,602 | 1,522,082 | 2,695 | 53,550 |

  80. Outstanding Equity Awards at Fiscal Year-End

    | (1) Amounts in this column reflect time-based restricted stock unit awards held by the named executive officers as of December 31, 2025. Outstanding restricted stock unit awards that have not vested as of December 31, 2025 for each of our named executive officers vested or will vest as follows: |

  81. Outstanding Equity Awards at Fiscal Year-End

    | Vesting Date | Todd Borgmann | David Lunin | Bruce Fleming | Scott Obermeier | Gregory Morical | | February 21, 2026 | 49,974 | — | 20,621 | 24,090 | 15,348 | | July 1, 2026 | 773 | 158 | 2,360 | — | 498 | | August 1, 2026 | 107,428 | — | 107,428 | — | 30,694 | | September 11, 2026 | — | 20,000 | — | — | — | | February 21, 2027 | — | 22,478 | — | — | — | | July 1, 2027 | 772 | 157 | 2,360 | — | 498 | | February 25, 2028 | 257,352 | 47,247 | 43,498 | 46,401 | 28,965 | | July 1, 2028 | 773 | 158 | 2,360 | | 300 | | July 1, 2029 | 772 | 157 | 2,360 | | 299 | | | 417,844 | 90,355 | 180,987 | 70,491 | 76,602 |

  82. Outstanding Equity Awards at Fiscal Year-End

    | (2) Market value of restricted stock units reported in these columns is calculated by multiplying the closing market price of $19.87 of our common shares at December 31, 2025 by the number of restricted stock units outstanding. |

  83. Outstanding Equity Awards at Fiscal Year-End

    | (3) Amounts in this column reflect all tranches of the PSUs granted in 2025, reported at target performance. PSUs will vest at the end of a three-year performance period, subject to meeting performance metrics and the individual remaining continuously employed through the vesting date. |

  84. Stock Vested

    Stock Vested The following table provides information about restricted stock units held by the named executive officers that vested during the 2025 fiscal year. None of the named executive officers held or exercised any option awards during the 2025 fiscal year.

  85. Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Todd Borgmann | 114,120 | 2,267,564 | | David Lunin | — | — | | Bruce Fleming | 173,066 | 3,438,821 | | Scott Obermeier | 31,606 | 628,011 | | Gregory Morical | 55,833 | 1,109,402 |

  86. Stock Vested

    | (1) Amounts in this column represent the restricted stock units held by each named executive officer that vested during the 2025 fiscal year, regardless of whether such restricted stock units actually settled during the year. For more information on deferred restricted stock units held by the named executive officers, see “Nonqualified Deferred Compensation” below. |

  87. Stock Vested

    | (2) Amounts in this column do not reflect value actually realized by the named executive officers. Rather, these amounts equal the number of restricted stock units vested multiplied by the closing price of our common shares on the applicable vesting date (or, if the vesting date was not a trading day, on the last trading day immediately prior to such date). |

  88. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We maintain the Calumet, Inc. Executive Deferred Compensation Plan (the “Deferred Compensation Plan”) to encourage our officers to save for retirement and to assist us in retaining our officers. Pursuant to the Deferred Compensation Plan, a select group of management, including the named executive officers, and all of the non-employee directors are eligible to participate by making an annual irrevocable election to defer, in the case of management, all or a portion of their annual cash incentive award under the Cash Incentive Plan, and, in the case of non-management directors, all or none of their annual cash retainer. The deferred amounts are credited to participants’ accounts in the form of restricted stock units, with each restricted stock unit representing a notional unit that entitles the holder to receive either an actual common share or the cash value of a common share (determined by using the fair market value of a common share at the time a determination is needed). The restricted stock units credited to each participant’s account include dividend equivalent rights, which are credited to the participant’s account in the form of additional restricted stock units. In our sole discretion, we may make matching contributions of restricted stock units or purely discretionary contributions of restricted stock units, in amounts and at times as the Compensation Committee recommends and the Board approves. Participants will at all times be 100% vested in amounts they have deferred; however, amounts we have contributed may be subject to a vesting schedule, as determined appropriate by the Compensation Committee. Distributions from the Deferred Compensation Plan are payable on the earlier of the date specified by each participant on their deferral election form and the participant’s separation from service. Death, disability, normal retirement or a change in control will result in accelerated vesting of all unvested restricted stock units credited and require automatic distribution of the Deferred Compensation Plan benefits. Benefits will be distributed to participants in the form of our common shares, cash or a combination of common shares and cash at the election of the Compensation Committee. In the event that accounts are paid in common shares, such common shares will be distributed pursuant to the LTIP. Unvested portions of a participant’s account will be forfeited in the event that a distribution was due to a participant’s voluntary resignation or a termination for cause. To help ensure compliance with Section 409A of the Code, distributions to participants who are considered “specified employees” (as defined in Code Section 409A of the Code) may be delayed for a period of six months following such employees’ termination of employment with us. The table below sets forth information regarding the value of accumulated benefits of our named executive officers under the Deferred Compensation Plan as of December 31, 2025.

  89. Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2025 ($) | Registrant Contributions in 2025 ($) | Aggregate Earnings in 2025 ($) | Aggregate Withdrawals / Distributions in 2025 ($) | Aggregate Balance at End of 2025 ($)(1) | | Todd Borgmann | 117,556 | 39,181 | (26,576) | — | 245,613 | | David Lunin | 23,965 | 7,988 | (5,418) | — | 50,072 | | Bruce Fleming | 359,098 | 119,699 | (603,127) | — | 5,574,012 | | Scott Obermeier | — | — | — | — | — | | Gregory Morical | 45,585 | 15,191 | (90,788) | — | 839,050 |

  90. Nonqualified Deferred Compensation

    | (1) The aggregate balance for each named executive officer as of December 31, 2025 was determined by multiplying all restricted stock units in each named executive officer’s account under the Deferred Compensation Plan by the closing price of our common shares on December 31, 2025 (the last trading day of 2025). The restricted stock units credited to each named executive officer’s account as of December 31, 2025 was as follows: (i) Mr. Borgmann, 12,361, (ii) Mr. Lunin, 2,520, (iii) Mr. Fleming, 280,524, and (iv) Mr. Morical, 42,227. |

  91. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We adopted the Company’s Change of Control Protection Plan, effective March 13, 2023 (the “CIC Plan”), pursuant to which each of our named executive officers are eligible to receive severance benefits upon an involuntary termination by us without cause or by the named executive officer for good reason, in each case, occurring within the three-month period immediately prior to the 12-month period immediately following a “change of control.” Payment of severance under the CIC Plan is contingent upon the executive entering into a release of claims with us. There is no eligibility for severance benefits under the CIC Plan if, in connection with an applicable change of control, the executive declines an offer of employment for a comparable position with a successor or acquirer. The following describes, for our named executive officers, the benefits that would be received under the CIC Plan in a qualifying termination circumstance:

  92. Potential Payments Upon Termination or Change in Control

    | • | 1.5x (for Mr. Borgmann) or 1.0x (for our other named executive officers) the sum of the executive’s (i) annual base salary plus (ii) target annual bonus for the year in which termination of employment occurs; |

  93. Potential Payments Upon Termination or Change in Control

    | • | Continued medical, dental, and vision benefits coverage for 12 months following the termination date; |

  94. Potential Payments Upon Termination or Change in Control

    | • | Reimbursement for up to $10,000 of outplacement services provided within six months following the termination date; and |

  95. Potential Payments Upon Termination or Change in Control

    | • | Accelerated vesting of all unvested time and performance-based awards under the LTIP, with performance-based awards vesting at the greater of target or actual performance through the termination date. |

  96. Potential Payments Upon Termination or Change in Control

    We believe these benefits are important retention tools and, specifically with respect to the change of control benefits, these benefits provide the named executive officers with a sense of stability, both in the middle of transactions that may create uncertainty regarding their future employment and post-termination, as they seek future employment and an opportunity to realize value from these awards in the event of such transaction.

  97. Quantification of Potential Payments

    Quantification of Potential Payments The table below sets forth the amount of compensation or other benefits due to each named executive officer in the event of the specified terminations of employment or a change of control, assuming such termination or change of control occurred on December 31, 2025. The amounts below are only estimates of the amounts that would be received upon a change of control or termination of employment—the actual amount will only be determined at the time such event occurs.

  98. Quantification of Potential Payments

    | Name | Plan | Death ($) | Normal Retirement ($) | Disability ($) | Qualifying Termination in Connection with Change of Control ($) | | Todd Borgmann | Cash Severance(1) | $— | $— | $— | $3,000,000 | | | LTIP Restricted Stock Units(2) | 8,827,605 | — | 8,827,605 | 8,827,605 | | | Deferred Compensation Plan(2) | 61,398 | 61,398 | 61,398 | 61,398 | | | Post-Employment Health Care(3) | — | — | — | 28,456 | | | Outplacement Assistance(4) | — | — | — | 10,000 | | | Executive Long-Term Disability Coverage(5) | — | — | 180,000 | — | | | Total | $8,889,003 | $61,398 | $9,069,003 | $11,927,459 | | David Lunin | Cash Severance(1) | $— | $— | $— | $990,926 | | | LTIP Restricted Stock Units(2) | 1,867,383 | — | 1,867,3839 | 1,867,383 | | | Deferred Compensation Plan(2) | 12,518 | 12,518 | 12,518 | 12,518 | | | Post-Employment Health Care(3) | — | — | — | 16,505 | | | Outplacement Assistance(4) | — | — | — | 10,000 | | | Executive Long-Term Disability Coverage(5) | — | — | 180,000 | — | | | Total | $1,879,901 | $12,518 | $2,059,901 | $2,897,332 | | Bruce Fleming | Cash Severance(1) | $— | $— | $— | $1,098,776 | | | LTIP Restricted Stock Units(2) | 3,502,366 | 3,596,053 | 3,502,366 | 3,502,366 | | | Deferred Compensation Plan(2) | 187,573 | 187,573 | 187,573 | 187,573 | | | Post-Employment Health Care(3) | — | — | — | 17,988 | | | Outplacement Assistance(4) | — | — | — | 10,000 | | | Executive Long-Term Disability Coverage(5) | — | — | 180,000 | — | | | Total | $3,689,938 | $3,783,626 | $3,869,938 | $4,816,702 | | Scott Obermeier | Cash Severance(1) | $— | $— | $— | $1,098,776 | | | LTIP Restricted Stock Units(2) | 1,484,051 | — | 1,484,051 | 1,484,051 | | | Deferred Compensation Plan(2) | — | — | — | — | | | Post-Employment Health Care(3) | — | — | — | 33,474 | | | Outplacement Assistance(4) | — | — | — | 10,000 | | | Executive Long-Term Disability Coverage(5) | — | — | 180,000 | — | | | Total | $1,484,051 | $— | $1,664,051 | $2,626,301 | | Gregory Morical | Cash Severance(1) | $— | $— | $— | $753,448 | | | LTIP Restricted Stock Units(2) | 1,543,859 | — | 1,543,859 | 1,543,859 | | | Deferred Compensation Plan(2) | 31,693 | 31,693 | 31,693 | 31,693 | | | Post-Employment Health Care(3) | — | — | — | 28,456 | | | Outplacement Assistance(4) | — | — | — | 10,000 | | | Executive Long-Term Disability Coverage(5) | — | — | 180,000 | — | | | Total | $1,575,552 | $31,693 | $1,755,552 | $2,367,456 |

  99. Quantification of Potential Payments

    | (1) For all of our named executive officers, this amount represents the value of cash severance payable in connection with a qualifying termination of employment under the CIC Plan. |

  100. Quantification of Potential Payments

    | (2) The values reported with respect to LTIP restricted stock units and the Deferred Compensation Plan are based on the closing price of our common shares on December 31, 2025 of $19.87 (assuming performance-based restricted stock units are earned at target levels of performance, except for Mr. Fleming’s performance-based restricted stock units in the event of his normal retirement, for which we have assumed the maximum level of achievement of performance goals) and the total number of outstanding restricted stock units that would accelerate and vest upon a qualifying termination event or change of control. However, the value actually realized by each NEO would depend upon the value of our common shares at the time such awards become vested, and, for purposes of Mr. Fleming’s performance-based restricted stock units, upon his normal retirement, the level at which the applicable performance goals were achieved. |

  101. Quantification of Potential Payments

    | (3) As per the CIC Plan, each of our named executive officers will receive continued medical dental and vision benefits coverage for 12 months following the date of termination at the employer’s expense if a qualifying termination occurs in connection with a change of control. |

  102. Quantification of Potential Payments

    | (4) As per the CIC Plan, each of our named executive officers will receive reimbursement for the cost of outplacement services with a provider designated by the employer, provided that the cost of such reimbursement will not exceed $10,000 and such services must be provided within six months following the date of termination if a qualifying termination occurs in connection with a change of control. |

  103. Quantification of Potential Payments

    | (5) Includes only the portion of each named executive officer’s long-term disability benefits that are in excess of the long-term disability benefits generally provided to employees of our general partner. |

  104. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship between the annual total compensation of our Company’s median compensated employee and the annual total compensation of Todd Borgmann, our Chief Executive Officer (“CEO”). To identify our Company’s median employee, as well as to determine the annual total compensation of our Company’s median employee and the CEO, we took the following steps:

  105. CEO Pay Ratio

    | • | We selected December 31, 2025, as our identification date for determining our median employee compensation. |

  106. CEO Pay Ratio

    | • | We determined that, as of December 31, 2025, our Company’s employee population consisted of approximately 1,540 individuals, all of whom were located in the United States. This population consisted of our full-time, part-time, and temporary employees. |

  107. CEO Pay Ratio

    | • | We used a consistently applied compensation measure to identify the median employee, namely 2025 W-2 wages as reflected in our payroll records. In addition, if the median employee was an eligible employee for our annual cash incentive plan award, we adjusted the median employee’s W-2 wages to include the amount of the short-term cash bonus the median employee was eligible to receive under the program for 2025. We did not annualize the compensation for any employees that were not employed by our Company for all of 2025. |

  108. CEO Pay Ratio

    | • | Our Company’s median employee was determined to be a full-time employee. After we identified our Company’s median employee, we calculated such employee’s annual total compensation for the 2025 year using the same methodology we used for our CEO as set forth in the “Total” column of our 2025 Summary Compensation Table included in this Annual Report. |

  109. CEO Pay Ratio

    For 2025, our last completed fiscal year:

  110. CEO Pay Ratio

    | • | The annual total compensation of the median employee of our Company (other than the CEO) was $95,221; |

  111. CEO Pay Ratio

    | • | The annual total compensation of the CEO, as reported in the Summary Compensation Table above, was $6,799,276 and |

  112. CEO Pay Ratio

    | • | Based on this information, for 2025 the ratio of the annual total compensation of our CEO to that of the median employee of our Company was approximately 71.4 to 1. |

  113. CEO Pay Ratio

    Our 2025 pay ratio is intended to be a reasonable estimate calculated in a manner consistent with SEC rules. Given the different methodologies that various public companies use to determine their estimates of pay ratio, including the different assumptions, exclusions, estimates and methodologies allowed under the SEC rules, and differing employment and compensation practices among companies, our reported pay ratio should not be used as a basis of comparison between us or our Company and other companies. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion & Analysis” above.

  114. CEO Pay Ratio

    | Year (a) | Summary Compensation Table Total for Mr. Borgmann ($)(1) (b) | Compensation Actually Paid to Mr. Borgmann ($)(2) (c) | Summary Compensation Table Total for Mr. Mawer ($)(1) (d) | Compensation Actually Paid to Mr. Mawer ($)(2) (e) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(3) (f) | Average Compensation Actually Paid to Non- CEO NEOs ($)(4) (g) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) ($ in millions)(7) (j) | Adjusted EBITDA with Tax Attributes ($ in millions)(8) (k) | | | | | | | | | Total Shareholder Return ($)(5) (h) | Peer Group Total Shareholder Return ($)(6) (i) | | | | 2025 | 6,799,276 | 6,989,112 | — | — | 1,768,953 | 1,056,057 | 150.53 | 79.24 | (33.8) | 293.3 | | 2024 | 1,429,541 | 2,556,357 | — | — | 877,011 | 1,394,384 | 166.82 | 90.69 | (222.0) | 229.3 | | 2023 | 2,502,040 | 3,702,045 | — | — | 1,288,028 | 1,861,833 | 135.38 | 98.83 | 48.1 | 354.5 | | 2022 | 4,065,189 | 3,885,856 | 3,200,735 | 4,564,389 | 2,295,981 | 3,033,227 | 127.88 | 85.99 | (173.30) | 471.9 |

  115. CEO Pay Ratio

    | (1) The dollar amounts reported in columns (b) and (d) are the amounts for Mr. Borgmann, the Company’s CEO for each of the corresponding years, and Mr. Mawer, who served as the Company’s CEO from January through May 22, in each case as reported in the “Total” column of the in our Summary Compensation Table for the applicable year. |

  116. CEO Pay Ratio

    | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to the CEO as computed in accordance with Item 402(v) of Regulation S-K and does not reflect the total compensation actually realized or received by Mr. Borgmann and Mr. Mawer. In accordance with these rules, this amount reflects “Total” compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below for 2025. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation methodologies used to calculate fair values did not materially differ from those disclosed at the time of grant. |

  117. CEO Pay Ratio

    | Compensation Actually Paid to Mr. Borgmann | 2025 | | Summary Compensation Table Total | 6,799,276 | | Less, value of “Stock Awards” (“Unit Awards” of our predecessor) reported in Summary Compensation Table | 4,455,029 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 5,761,426 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | 117,556 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | (338,414) | | Plus (less), change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year | (895,702) | | Less, prior year-end fair value for any equity awards forfeited in the year | — | | Compensation Actually Paid to Mr. Borgmann | 6,989,112 |

  118. CEO Pay Ratio

    | (3) The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding the CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: (i) for 2025 and 2024, Messrs. Lunin, Fleming, Obermeier, and Morical; and (ii) for 2023, Messrs. Fleming, Obermeier, and Morical. |

  119. CEO Pay Ratio

    | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the CEO), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect “Total” compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below for 2025. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation methodologies used to calculate fair values did not materially differ from those disclosed at the time of the grant. |

  120. CEO Pay Ratio

    | Average Compensation Actually Paid to Non-CEO NEOs | 2025 | | Average Summary Compensation Table Total | 1,768,953 | | Less, average value of “Stock Awards” (“Unit Awards” of our predecessor) reported in Summary Compensation Table | 706,502 | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 477,727 | | Plus, average fair value as of vesting date of equity awards granted and vested in the year | 107,162 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | (129,568) | | Plus (less), average change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year | (461,715) | | Less, average prior year-end fair value for any equity awards forfeited in the year | — | | Average Compensation Actually Paid to Non-CEO NEOs | 1,056,057 |

  121. CEO Pay Ratio

    | (5) Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price (or the Partnership’s unit price) at the end of each fiscal year shown and the beginning of the measurement period, and the beginning of the measurement period by (b) the Partnership’s unit price at the beginning of the measurement period. For each year in the table the beginning of the measurement period is December 31, 2022. For periods prior to July 11, 2024 (the date of the Conversion), the per unit price for the Partnership is shown, as the Company’s common stock was not traded. |

  122. CEO Pay Ratio

    | (6) The peer group used for this purpose is the following published industry index: S&P 400 Chemicals. |

  123. CEO Pay Ratio

    | (7) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. |

  124. CEO Pay Ratio

    | (8) Adjusted EBITDA with Tax Attributes was the primary measurement used to link compensation to performance for fiscal 2025. Adjusted EBITDA with Tax Attributes is calculated 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) lower of cost (“LCM”) inventory adjustments; (i) the impact of liquidation of inventory layers calculated using the last-in, first out (“LIFO”) method; (j) renewable identification numbers (“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, plus the notional value of CFPCs, less the difference between the notional value of any CFPCs sold and the amount realized from such sales. For 2025 Adjusted EBITDA with Tax Attributes was further adjusted for certain Clean Fuel Production Credits as described further in the “Subsequent Events” section of our 2025 Form 10-K. For 2022-2024, Adjusted EBITDA with Tax Attributes reflects the change in definition and calculation of Adjusted EBITDA to exclude RINs incurrence expense implemented during the first quarter of 2025. |

  125. Description of Certain Relationships Between Information Presented in the Pay Versus Performance Table

    Description of Certain Relationships Between Information Presented in the Pay Versus Performance Table As described in more detail in the “Compensation Discussion & Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  126. Compensation Actually Paid, Cumulative TSR and Peer Group TSR

    Compensation Actually Paid, Cumulative TSR and Peer Group TSR

  127. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  128. Compensation Actually Paid and Adjusted EBITDA with Tax Attributes

    Compensation Actually Paid and Adjusted EBITDA with Tax Attributes

  129. Deferred Compensation Plan

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total | | James S. Carter(3) | $54,625 | $59,250 | $113,875 | | Daniel J. Sajkowski | $98,750 | $150,000 | $248,750 | | Amy M. Schumacher | $92,750 | $180,917 | $273,667 | | Stephen P. Mawer | $137,500 | $338,333 | $475,833 | | Karen G. Narwold(3) | $48,000 | $100,000 | $148,000 | | Julio Quintana(3) | $46,250 | $100,000 | $146,250 | | Daniel L. Sheets(3) | $48,375 | $50,000 | $98,375 | | Paul C. Raymond III | $99,250 | $183,083 | $282,333 | | Jennifer G. Straumins | $87,500 | $150,000 | $237,500 | | John (“Jack”) G. Boss | $103,000 | $160,300 | $263,300 | | Karen A. Twitchell | $108,375 | $150,000 | $258,375 |