CLMT

Calumet, Inc. /DE

NASDAQ · ENERGY · PETROLEUM REFINING

49.31

−0.01 −0.02%

USD · close Oct 23

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MKT CAP $4.3BP/E —DIV YIELD —FCF YIELD 1.35%REV TTM $4.6B +12.8%NET INCOME −$136.8MNET DEBT $2.1B52W 18.22 – 59.05SEC XBRL · TTM TO Invalid Date

How CLMT rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

72%

of sentences unchanged

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new sentences

Dropped

sentences removed

Length

+1,083

words, now 14,959

New in FY2025

The disclosures in this section reflect our beliefs and opinions as to factors that could materially and adversely affect us in the future.
References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past.
Such macroeconomic factors include: ● reduction in the demand for, and the marketability of, our specialty products due to governmental regulations; ● increased volatility in product margins; ● the ability or willingness of our suppliers to provide raw materials, equipment, services or supplies for our operations or otherwise fulfill their contractual obligations, which could reduce our production levels or otherwise impact our ability to deliver refined or finished lubricant products timely or at all; ● the ability or willingness of our customers to fulfill their contractual obligations or any material reduction in, or loss of, orders or revenue from our customers; ● occurrence of operational hazards, including terrorism, cyberattacks or domestic vandalism, as well as information system failures or communication network disruptions; ● increased cost and reduced availability of capital for growth or maintenance expenditures; ● availability and operability of terminals, tankage and pipelines that store and transport our feedstocks and products; ● the amount of our borrowing base under our revolving credit facility and our ability to issue letters of credit or the requirement that we post substantial amounts of credit support; ● the impairment of our long-lived assets or goodwill, which could reduce our earnings; ● the impact of any economic downturn, recession, inflationary pressures, increases in interest rates, government shutdowns, or other disruptions of the U.S. and global economies and financial and commodity markets; and ● political tensions, conflicts and war, such as the ongoing conflicts in Ukraine, Venezuela and the Middle East.
The Gulf Coast 2/1/1 crack spread ranged from a high of $34.05 per barrel to a low of $16.70 per barrel during 2025 and averaged $24.04 per barrel during 2025 compared to an average of $17.02 in 2024.
We rely on borrowings and letters of credit under our revolving credit facility to purchase feedstocks for our facilities for use in our operations.
Read Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt and Credit Facilities” for additional information.
For example, daily prices for natural gas as reported on the NYMEX ranged between $5.29 and $2.70 per million British thermal unit (“MMBtu”) in 2025, and between $3.95 and $1.58 per MMBtu in 2024.
Natural gas and utility costs constituted approximately 14.0% and 10.3% of our total operating expenses included in cost of sales for the years ended December 31, 2025 and 2024, respectively.
Competition in our industries is intense, and an increase in competition in the markets in which we sell our products could adversely affect our earnings and profitability.
We compete with a broad range of companies within our industries.
Because of some of our competitors’ geographic diversity, larger and more complex refineries, integrated operations and greater resources, some of our competitors may be better able to withstand volatile market conditions, to obtain crude oil and renewable feedstocks in time of shortage and to bear the economic risks inherent in all areas of the industries.
Geopolitical tensions or conflicts may further heighten the risk of cybersecurity incidents.
Additionally, the emergence and maturation of artificial intelligence capabilities may also lead to new and/or more sophisticated methods of attack, including fraud that relies upon “deep fake” impersonation technology or other forms of generative automation that may scale up the efficiency or effectiveness of cybersecurity attacks.
We have experienced in the past, and may continue to experience attempts, to gain unauthorized access to our information systems.
New laws and regulations are being adopted in various jurisdictions globally, including in the United States and European Union, and existing laws and regulations may be interpreted in ways that would affect our business operations and the way in which we use AI.
Indebtedness; Financing Our arrangement with J.
If the price of the applicable products is well above the price at which we sold the inventory, we would have to pay more for the inventory than the price we sold the inventory.
We have a substantial amount of indebtedness, which may adversely affect our cash flow and our ability to operate our business.
We had approximately $2.3 billion of outstanding indebtedness as of December 31, 2025, including $815.4 million of indebtedness at MRL, an unrestricted subsidiary of the Company and for which the parent Company is not a guarantor.
We have availability for borrowings of approximately $242.5 million under our senior secured revolving credit facility.
In addition, as of February 27, 2026, MRL had approximately $815.4 million of outstanding indebtedness under a loan guarantee agreement (the “DOE Facility”) with the U.S.
Department of Energy (“DOE”) and MRL has the ability to draw additional tranches of up to $624.6 million through the anticipated completion of this project in 2028.
Read Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt and Credit Facilities” for additional information regarding our indebtedness.
As of December 31, 2025, the Company was in compliance with all covenants under the revolving credit facility.
Our ability to comply with the covenants and restrictions in our various financing arrangements, including our revolving credit facility, the DOE Facility, our secured hedge agreements and the indentures governing our senior notes may be materially adversely affected by events beyond our control.
A failure to comply with the covenants, ratios or tests in our revolving credit facility, the DOE Facility, our secured hedge agreements, the indentures governing our senior notes or any other current or future indebtedness could result in an event of default under our revolving credit facility, our secured hedge agreements, the indentures governing our senior notes or our future indebtedness, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations.
Read Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt and Credit Facilities,” “— Short-Term Liquidity,” “— Long-Term Financing” and “— Master Derivative Contracts and Collateral Trust Agreement” for additional information regarding our long-term debt.
As of December 31, 2025, we had $94.6 million outstanding borrowings under our revolving credit facility and $75.2 million in standby letters of credit were issued under our revolving credit facility.
EPA, OSHA, the Louisiana Department of Environmental Quality (“LDEQ”), and the Montana Department of Environmental Quality (“MDEQ”), have the power to enforce compliance with these laws and regulations and the permits issued under them, often requiring challenging and costly actions.
Read Items 1 and 2 “Business and Properties — Environmental and Occupational Health and Safety Matters” for additional information.
The EPA established these volume mandates for RFS program years 2023, 2024 and 2025 under final rules published in June 2023; the EPA further proposed RFS volume requirements for 2026 and 2027 in June 2025.
However, the EPA granted certain of our refineries the small refinery exemption (“SRE”) provided by the RFS in past years including, most recently, in August 2025 for program years 2019 through 2024.
Refineries that receive a SRE are not subject to the RFS renewable blending requirements for the exempt volume in the corresponding calendar year.
We have submitted SRE petitions for our Shreveport and Great Falls refineries which are pending for 2025.
The inability to receive an exemption under the RFS program for one or more of our refineries; any increase in the final minimum volumes of renewable fuels that must be blended with refined petroleum fuels; and/or any increase in the cost to acquire RINs may, individually or in the aggregate, have the potential to result in higher costs in connection with RIN compliance, which could be material.
As a result, numerous approaches have been taken by international, national, regional and state regulatory bodies to monitor and limit emissions of GHGs as well as to eliminate such future emissions.
See Items 1 and 2 “Business and Properties — Environmental and Occupational Health and Safety Matters” for more discussion on the threat of climate change and restriction of GHG emissions.
Additionally, at times, the lending and investment practices of institutional lenders have been the subject of intensive lobbying efforts in recent years pressuring such lenders to not to provide funding for oil and natural gas producers.
For example, the Inflation Reduction Act of 2022 contained tax inducements and other provisions that incentivize investment, development, and deployment of alternative energy sources and technologies, but many of these tax inducements have been rescinded by the current administration and/or The One Big Beautiful Bill Act (“OBBBA”).
Our operations require numerous permits and authorizations under various occupational, environmental, import/export, and other laws and regulations.

and 41 more.

Gone since FY2024

Such macroeconomic factors include: ● reduction in the demand for, and the marketability of, our specialty products due to governmental regulations; ● increased volatility in product margins; ● the ability or willingness of our suppliers to provide raw materials, equipment, services or supplies for our operations or otherwise fulfill their contractual obligations, which could reduce our production levels or otherwise impact our ability to deliver refined or finished lubricant products timely or at all; ● the ability or willingness of our customers to fulfill their contractual obligations or any material reduction in, or loss of, orders or revenue from our customers; ● occurrence of operational hazards, including terrorism, cyberattacks or domestic vandalism, as well as information system failures or communication network disruptions; ● increased cost and reduced availability of capital for growth or maintenance expenditures; ● availability and operability of terminals, tankage and pipelines that store and transport our feedstocks and products; ● the amount of our borrowing base under our revolving credit facility and our ability to issue letters of credit or the requirement that we post substantial amounts of credit support; ● the impairment of our long-lived assets or goodwill, which could reduce our earnings; ● the impact of any economic downturn, recession, inflationary pressures, increases in interest rates or other disruptions of the U.S. and global economies and financial and commodity markets; and ● political tensions, conflicts and war, such as the ongoing conflicts in Ukraine and the Middle East.
The Gulf Coast 2/1/1 crack spread ranged from a high of $31.42 per barrel to a low of $9.45 per barrel during 2024 and averaged $17.02 per barrel during 2024 compared to an average of $31.64 in 2023.
For example, during fiscal year 2022, higher material and feedstock costs adversely impacted our margins for our Performance Brands segment.
We rely on borrowings and letters of credit under our revolving credit facility to purchase feedstocks for our facilities, and to lease certain precious metals for use in our operations.
Please read Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt and Credit Facilities” for additional information.
For example, daily prices for natural gas as reported on the NYMEX ranged between $3.95 and $1.58 per million British thermal unit (“MMBtu”) in 2024, and between $4.17 and $1.99 per MMBtu in 2023.
Natural gas and utility costs constituted approximately 10.3% and 15.4% of our total operating expenses included in cost of sales for the years ended December 31, 2024 and 2023, respectively.
Competition in our industry is intense, and an increase in competition in the markets in which we sell our products could adversely affect our earnings and profitability.
We compete with a broad range of companies within our industry.
Because of some of our competitors’ geographic diversity, larger and more complex refineries, integrated operations and greater resources, some of our competitors may be better able to withstand volatile market conditions, to obtain crude oil in time of shortage and to bear the economic risks inherent in all areas of the refining industry.
Geopolitical tensions or conflicts, such as ongoing conflict in Ukraine and the Middle East, may further heighten the risk of cybersecurity incidents.
During 2021, we experienced a minor cybersecurity incident at one of our operating locations, which was effectively contained.
New laws and regulations are being adopted in various jurisdictions globally, including in the United States, and existing laws and regulations may be interpreted in ways that would affect our business operations and the way in which we use AI.
Customers and Suppliers Our arrangement with J.
If the price of the applicable products is well above the price at which we sold the inventory, we would have to pay more for the inventory than the price we sold the inventory for.
Indebtedness; Financing We have a substantial amount of indebtedness, which may adversely affect our cash flow and our ability to operate our business.
We had approximately $2.1 billion of outstanding indebtedness as of December 31, 2024, including $441.8 million of indebtedness at MRL, an unrestricted subsidiary of the Company and for which the parent Company is not a guarantor.
We have availability for borrowings of approximately $116.1 million under our senior secured revolving credit facility.
In addition, as of February 28, 2025, MRL had approximately $782 million of outstanding indebtedness under a loan guarantee agreement (the “DOE Facility”) with the U.S.
Department of Energy (“DOE”) and MRL has the ability to draw additional tranches of up to $658 million from 2025 through the anticipated completion of this project in 2028.
Please read Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt and Credit Facilities” for additional information regarding our indebtedness.
As of December 31, 2024, the Company was in compliance with all covenants under the revolving credit facility.
Our ability to comply with the covenants and restrictions in our revolving credit facility, the DOE Facility, our secured hedge agreements and the indentures governing our senior notes may be affected by events beyond our control.
A failure to comply with the covenants, ratios or tests in our revolving credit facility, the DOE Facility, our secured hedge agreements, the indentures governing our senior notes or any future indebtedness could result in an event of default under our revolving credit facility, our secured hedge agreements, the indentures governing our senior notes or our future indebtedness, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations.
Please read Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt and Credit Facilities,” “— Short-Term Liquidity,” “— Long-Term Financing” and “— Master Derivative Contracts and Collateral Trust Agreement” for additional information regarding our long-term debt.
As of December 31, 2024, we had $286.6 million outstanding borrowings under our revolving credit facility and $45.4 million in standby letters of credit were issued under our revolving credit facility.
EPA, OSHA and the Louisiana Department of Environmental Quality (“LDEQ”), have the power to enforce compliance with these laws and regulations and the permits issued under them, often requiring challenging and costly actions.
Please read Items 1 and 2 “Business and Properties — Environmental and Occupational Health and Safety Matters” for additional information.
Most recently, the EPA has established these volume mandates for RFS program years 2023, 2024 and 2025 under final rules published in June 2023.
However, the EPA granted certain of our refineries the small refinery exemption (“SRE”) provided by the RFS in past years including, most recently, for the 2018 program year.
Refineries that receive a SRE are not subject to the RFS renewable blending requirements for the corresponding calendar year.
We have submitted SRE petitions for our Shreveport and Great Falls refineries for multiple program years, including 2018, 2019, 2020, 2021, 2022, 2023 and 2024.
The inability to receive an exemption under the RFS program for one or more of our refineries; any increase in the final minimum volumes of renewable fuels that must be blended with refined petroleum fuels; and/or any increase in the cost to acquire RINs may, individually or in the aggregate, have the potential to result in significant costs in connection with RIN compliance, which costs could be material.
As a result, numerous proposals have been made and are likely to continue to be made at the international, national, regional and state levels of government to monitor and limit emissions of GHGs as well as to eliminate such future emissions.
Please see Items 1 and 2 “Business and Properties — Environmental and Occupational Health and Safety Matters” for more discussion on the threat of climate change and restriction of GHG emissions.
Additionally, the lending and investment practices of institutional lenders have been the subject of intensive lobbying efforts in recent years pressuring such lenders to not to provide funding for oil and natural gas producers.
For example, the Inflation Reduction Act of 2022 contains tax inducements and other provisions that incentivize investment, development, and deployment of alternative energy sources and technologies.
Our operations require numerous permits and authorizations under various occupational, environmental and other laws and regulations.
New policy objectives and regulatory initiatives pursued under the Biden Administration as well as changes in leadership or priorities at the state level may result in more stringent conditions with respect to the acquisition of these authorizations and permits.
Montana Renewables was formed in 2021 and has a limited operating history, as Montana Renewables has only been distributing renewable fuels since December 2022.

and 14 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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