UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12


	Calumet, Inc.
	(Name of Registrant as Specified In Its Charter)
	(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

TABLE OF CONTENTS


	NOTICE OF 2025 ANNUAL MEETING AND PROXY STATEMENT

TABLE OF CONTENTS


			Calumet, Inc. 1060 N Capitol Ave Suite 6-401 Indianapolis, IN 46204-1044

To Our Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Calumet, Inc. (“we,” “our,” “us,” or the “Company”) to be held virtually at www.virtualshareholdermeeting.com/CLMT2025 on June 10, 2025, at 9:00 a.m. ET. This will be our inaugural Annual Meeting of Stockholders following our conversion from a Master Limited Partnership to a C-Corporation completed on July 10, 2024.

The matters expected to be acted upon at the Annual Meeting are described in detail on the following pages.

We are using a U.S. Securities and Exchange Commission rule that allows us to furnish our proxy materials over the internet. As a result, we are mailing to our stockholders a Notice Regarding the Availability of Proxy Materials instead of a paper copy of the following Proxy Statement, together with our 2024 Annual Report. The Notice Regarding the Availability of Proxy Materials contains instructions on how to access those documents over the internet or receive a paper copy of those documents. We believe that this process will conserve natural resources and reduce the costs of printing and distributing our proxy materials.

It is important that you use this opportunity to take part in the affairs of the Company by voting on the business to come before the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote electronically via the internet or by telephone as described in the Notice Regarding the Availability of Proxy Materials and under “Information About the Meeting-Internet and Telephone Voting” within the following Proxy Statement, or alternatively, if you have received paper copies of our proxy materials, please complete, date, sign, and promptly return the accompanying proxy card or voting instruction form by mail using the enclosed envelope so that your shares may be represented at the Annual Meeting. Returning or completing the proxy card does not deprive you of your right to attend the Annual Meeting and vote your shares.

Thank you for your continued support of the Company.


			Sincerely,

			/s/ Todd Borgmann
			Todd Borgmann
			President & Chief Executive Officer
			April 28, 2025

TABLE OF CONTENTS

Notice of 2025 Annual Meeting of Stockholders

Date and Time

June 10, 2025 (Tuesday) 9:00 a.m. (Eastern Time)

Location

The Annual Meeting will be held virtually at www.virtualshareholder

meeting.com/CLMT2025

Who Can Vote

Only stockholders of record at the close of business on April 14, 2025, which is the record date, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) will be held for the following purposes:

PROPOSALS

BOARD VOTE

RECOMMENDATION

FOR FURTHER

DETAILS

Election of Four Class I Director Nominees Named in the Accompanying Proxy Statement as Directors to Serve Until the 2028 Annual Meeting of Stockholders

FOR

EACH DIRECTOR NOMINEE

Page 8

Advisory Vote to Approve Executive Compensation

FOR

Page 27

Advisory Vote on the Frequency of the Executive Compensation Vote

ONE YEAR

Page 54

Ratification of Selection of Grant Thornton LLP as Independent Registered Public Accounting Firm for 2025

FOR

Page 55

Stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

To participate in the virtual meeting, including to submit questions, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form. Please refer to the “Attending the Meeting” section of the Proxy Statement for more details about attending the Annual Meeting online. If you hold your shares as of the record date as a stockholder of record or as a beneficial owner, you or your proxyholder may participate, vote, or submit questions during the meeting. A list of stockholders of record entitled to vote shall be available to any stockholder for any purpose relevant to the 2025 Meeting during the 10 days prior to the Annual Meeting upon request to the Office of the Corporate Secretary.

SEC Form DEF 14A filed by Calumet Inc.