Calumet Announces CMR Asset Lease Details and Revised Agreement with Warburg Pincus

INDIANAPOLIS, Nov. 5, 2026 — Calumet, Inc. (NASDAQ: CLMT) ("Calumet," "we," "our," "the company," or "us") today announced two transactions designed to support the continued development of Montana Renewables, LLC ("Montana Renewables" or "MRL"), an unrestricted subsidiary of Calumet, and advance the company's MaxSAF® expansion plans.

First, Calumet Montana Refining, LLC ("CMR"), a restricted subsidiary of Calumet, entered into a long-term lease agreement with MRL for certain CMR assets used in the expansion. The agreement is expected to provide CMR with approximately $30 million of annual lease income, subject to certain adjustments, while making critical equipment available to MRL for use in producing increased SAF volume, capturing renewable propane, reducing naphtha yield, and increasing total throughput.  

In a related transaction, Calumet also amended its existing agreement with Warburg Pincus LLC ("Warburg Pincus").

Under the amended agreement, Warburg Pincus will exchange its 13.17% ownership in Montana Renewables Holdings LLC ("MRH") for warrants to acquire up to 8% of MRH's common equity, exercisable above a $750 million common equity value, and its preferred return rate will increase to 11.5%. 

"These transactions strengthen our ability to advance Montana Renewables by providing the critical assets essential to the MaxSAF^® expansion and the capture of 70% of the originally expected economic project benefit for approximately 15% of the planned capital," said Todd Borgmann, CEO. "We appreciate the U.S. Department of Energy and Warburg Pincus, whose continued partnership and support provides additional flexibility as we execute our revised expansion plan. Together, we are strengthening Montana Renewables' position as one of the world's largest SAF producers while supporting American agriculture, the Montana business community, our employees, and our shareholders."

Combined, these agreements support the previously announced MaxSAF^® expansion plan. The revised plan centers on the redeployment of selected CMR assets to Montana Renewables under a long-term lease, including a hydrotreater, hydrogen plant, naphtha splitter, and equipment to recover renewable propane. The tied-in hydrotreater creates a proprietary dual reactor system that runs in a polishing service rather than the industry-standard cracking service, delivering competitively advantaged SAF yields while lowering by-product production and reducing yield loss. As disclosed previously, CMR will continue to operate its asphalt production facility.

Repurposing proven, installed refining equipment from the adjacent CMR facility is the next step in the expansion that ultimately plans to reach approximately 200 million gallons of annual Sustainable Aviation Fuel ("SAF") production and 17,000 barrels per day of total product sales by year-end 2028. The total remaining project capital spend for this expansion is $137 million, compared to the $1.2 billion megaproject contemplated in the original loan issued by the U.S. Department of Energy ("DOE") through its Office of Energy Dominance Financing.  

Summary of Amended Agreement
As of 11/4/2026	Original Agreement	Amended Agreement
Calumet Intercompany Instruments	~$398mm (Blended rate of ~9.7%)	~$398mm (11% rate)
CMR Lease Payment from MRL	$0/yr.	$30mm/yr.
Calumet Equity Interest in MRL	86.83 %	100 %
		(92% assuming warrants are exercised at $750 million equity strike)
Warburg Pincus Preferred Units	~$346mm	~$395mm
Preferred Unit Rate (IRR)	8 %	11.5 %
Warburg Pincus Equity Interest in MRL	13.17 %	0 %
		(8% warrants at $750 million equity strike)

Cautionary Statement Regarding Forward-Looking Statements

Certain statements and information in this press release may constitute "forward-looking statements." The words "will," "may," "intend," "believe," "expect," "outlook," "forecast," "anticipate," "estimate," "continue," "plan," "should," "could," "would," "project" or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. The statements discussed in this press release that are not purely historical data are forward-looking statements, including, but not limited to, the statements regarding (i) our expectations regarding the lease of certain CMR assets to MRL, including the availability and use of the leased equipment in MRL's renewables production, (ii) our expectations regarding the amended agreement with Warburg Pincus and the anticipated benefits of the amended agreement, (iii) our expectations regarding the MaxSAF® expansion, including the redeployment and long-term lease of certain CMR assets, the design, tie-in and performance of the resulting dual reactor system, including expected SAF yields, the completion of each project stage on the anticipated timeline and budget, and our ability to reach approximately 200 million gallons of annual SAF production and 17,000 barrels per day of total product sales by year-end 2028, (iv) our expectations regarding total remaining project capital spend of approximately $137 million, (v) our expectations regarding our business outlook and cash flows, including with respect to the Montana Renewables business, and (vi) our ability to meet our financial commitments, debt service obligations, debt instrument covenants, contingencies and anticipated capital expenditures. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause our actual results to differ materially from our historical experience and our present expectations or projections. Known material factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: the overall demand for renewable fuels, including SAF and renewable diesel; our ability to produce renewable fuel products that meet our customers' unique and precise specifications; our ability to complete the redeployment, lease and tie-in of the CMR hydrotreater, hydrogen plant and naphtha splitter on the anticipated timeline and budget; the risk that repurposed or relocated equipment does not perform as designed or requires additional capital, maintenance or downtime; the risk that turnaround activities take longer, cost more or achieve less than anticipated; changes in federal, state and international policies, mandates, tax credits and incentives applicable to renewable fuels; the marketing of alternative and competing products; the impact of fluctuations and rapid increases or decreases in renewable fuel margins, including the resulting impact on our liquidity; our ability to comply with financial covenants contained in our debt instruments; labor relations; our access to capital to fund expansions, acquisitions and our working capital needs and our ability to obtain debt or equity financing on satisfactory terms; environmental liabilities or events that are not covered by an indemnity, insurance or existing reserves; maintenance of our credit ratings and ability to receive open credit lines from our suppliers; demand for various feedstocks and resulting changes in pricing conditions; fluctuations in refinery capacity; our ability to access sufficient feedstocks; the effects of competition; continued creditworthiness of, and performance by, counterparties; the impact of current and future laws, rulings and governmental regulations; shortages or cost increases of power supplies, natural gas, materials or labor; weather interference with business operations; administration changes in the federal government and potential legislative enactments and administrative actions; our ability to access the debt and equity markets; accidents or other unscheduled shutdowns; and general economic, market, business or political conditions, including inflationary pressures, instability in financial institutions, general economic slowdown or a recession, political tensions, conflicts and war (such as the ongoing conflicts in Ukraine and the Middle East and their regional and global ramifications).

For additional information regarding factors that could cause our actual results to differ from our projected results, please see our filings with the SEC, including the risk factors and other cautionary statements in our latest Annual Report on Form 10-K and our other filings with the SEC.

We caution that these statements are not guarantees of future performance and you should not rely unduly on them, as they involve risks, uncertainties, and assumptions that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. While our management considers these assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in our forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by applicable law. Certain public statements made by us and our representatives on the date hereof may also contain forward-looking statements, which are qualified in their entirety by the cautionary statements contained above.

Investors:
John Kompa 317-957-5237

Public Relations:
Media Oakes 317-957-5319

SOURCE Calumet, Inc.