Calumet Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Leadership Update
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
| |||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities Registered Pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.02 Termination of a Material Definitive Agreement.
On March 31, 2025, Calumet, Inc. (the “Company”) provided notice of its termination, effective immediately, of the Equity Distribution Agreement with BMO Capital Markets Corp. (the “Agent”), dated as of January 14, 2025 (the “Equity Distribution Agreement”). As previously reported, pursuant to the terms of the Equity Distribution Agreement, the Company could sell, from time to time, up to an aggregate offering price of $65.0 million of its common stock, par value $0.01 per share (the “Common Stock”), in an “at-the-market” equity offering program (the “ATM Program”) through the Agent. The Company is not subject to any termination penalties related to the termination of the Equity Distribution Agreement. The Company did not sell any shares of Common Stock through the ATM Program.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 1, 2025, Vincent Donargo notified Calumet, Inc. (the “Company”) of his resignation as the Company’s Chief Accounting Officer and principal accounting officer, effective April 15, 2025 (the “Effective Date”).
On the Effective Date, David Lunin will assume the role as the Company’s principal accounting officer, which is in addition to Mr. Lunin’s existing roles as Executive Vice President, Chief Financial Officer and principal financial officer of the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CALUMET, INC. | ||
Date: April 4, 2025 | By: | /s/ David Lunin |
Name: David Lunin | ||
Title: Executive Vice President and Chief Financial Officer |