The information in this preliminary proxy statement/prospectus is not complete and may be changed. Calumet, Inc. may not distribute or issue the securities being registered pursuant to this registration statement until the registration statement filed with the Securities and Exchange Commission, of which this preliminary proxy statement/prospectus is a part, is effective. This preliminary proxy statement/prospectus is not an offer to sell nor should it be considered a solicitation of an offer to buy the securities described herein in any jurisdiction where the offer or sale is not permitted.

REORGANIZATION PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Unitholders of Calumet Specialty Products Partners, L.P.:

The Restructuring Agreement contains a voting covenant obligating the Sponsor Parties and their respective subsidiaries to vote any common units they own beneficially or of record in favor of the approval of the Conversion Agreement. As of the record date for the special meeting (as defined below), such holders beneficially owned       common units or approximately    % of the outstanding common units.

Following the Conversion, the General Partner will be a wholly owned subsidiary of New Calumet, a newly formed Delaware corporation, and the Partnership will be wholly owned by New Calumet. Upon consummation of the Conversion, the common stock is expected to be listed on the Nasdaq Global Select Market under the symbol “CLMT.”

The GP Board believes that the Conversion is critical to the future success of the Partnership. In addition, the GP Board believes that current and future investors will prefer New Calumet’s post-Conversion organizational structure as there will be no incentive distribution rights or general partnership interest in New Calumet. The GP Board has considered that the Conversion, the elimination of the incentive distribution rights and the general partner interest at the public company level and the conversion to a C-corporation may increase New Calumet’s access to an expanded field of investors, as many investors are unwilling or unable to invest in pass-through entities.

The Partnership is holding a special meeting (the “special meeting”) of its unitholders on    , 2024 at    , Eastern time, located at      . At the special meeting, unitholders will be asked to approve the Conversion Agreement (including the Mergers), to approve the classification of the New Calumet Board, to approve the inclusion of an exclusive Delaware forum provision in the amended and restated certificate of incorporation of New Calumet, and to approve an amended and restated long-term incentive plan for New Calumet. However, the Conversion cannot be consummated unless the requisite unitholders approve both the Conversion Agreement and the classification of the New Calumet Board of Directors (the “New Calumet Board”), which are conditions to consummating the Conversion under the Conversion Agreement. Information about the special meeting, the Conversion, the New Calumet Board and the amended and restated long-term incentive plan are contained in this proxy statement/prospectus. We encourage you to read this entire proxy statement/prospectus, including the annexes, carefully. In particular, you should read the “Risk Factors” section beginning on page 23  for a description of various risks you should consider in evaluating the proposed Conversion.

The GP Board has unanimously determined that the Conversion Agreement and the Mergers are advisable, fair to and in the best interests of the Partnership and the unitholders of the Partnership and has unanimously approved and adopted the Conversion Agreement and the Mergers. The GP Board unanimously recommends that the unitholders of the Partnership vote FOR the approval of the Conversion Agreement, FOR the approval of the classification of the New Calumet Board, FOR the approval of the inclusion of an exclusive Delaware forum provision in the amended and restated certificate of incorporation of New Calumet, FOR the approval of the amended and restated long-term incentive plan and FOR the adjournment of the special meeting if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the proposal to approve the Conversion Agreement.

EVERY VOTE IS IMPORTANT. Whether or not you plan to attend the special meeting, please take the time to vote by following the instructions on your proxy card as soon as possible. If your units are held in “street name,” please instruct your broker or bank how to vote your units.

Thank you, and we look forward to seeing you at the special meeting.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this proxy statement/prospectus or has determined if this document is truthful or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated    , 2024 and is being first mailed to the Partnership’s unitholders on or about    , 2024.

Indianapolis, Indiana

   , 2024

Calumet Specialty Products Partners, L.P.

NOTICE OF SPECIAL MEETING OF UNITHOLDERS

To the Unitholders of Calumet Specialty Products Partners, L.P.:

A special meeting (the “special meeting”) of holders of common units (“common units”) representing limited partner interests in Calumet Specialty Products Partners, L.P. (the “Partnership”) will be held on    , 2024 at    , Eastern time, located at      , for the following purposes:

A vote for both the Conversion Proposal and the Board Classification Proposal is effectively a vote in favor of the transactions contemplated by the Conversion Agreement, including the Mergers (the “Conversion”), which will result in a reorganization of the Partnership from a master limited partnership to a corporation. Under the Conversion Agreement, the approval of both the Conversion Proposal and the Board Classification Proposal is a condition to the consummation of the Conversion. The Forum Selection Proposal and the LTIP Proposal will be implemented only if the Mergers are consummated and both the Conversion Proposal and the Board Classification Proposal are approved.

Approval of each of the Conversion Proposal, the Board Classification Proposal and the Forum Selection Proposal requires the affirmative vote of holders of a majority of the outstanding common units. Approval of the LTIP Proposal is being sought to satisfy the stockholder approval policy of the Nasdaq Global Select Market. For these purposes, approval of the LTIP Proposal requires the affirmative vote of holders of a majority of the votes cast (not including abstentions and broker non-votes) by unitholders who are present (in person or by proxy) and entitled to vote at the special meeting. Approval of the Adjournment Proposal, if presented, requires the affirmative vote of holders of a majority of the outstanding common units. Abstentions and broker non-votes (if any) will not be taken into account in determining the outcome of the LTIP Proposal and will have the same effect as a vote against the Conversion Proposal, the Board Classification Proposal, the Forum Selection Proposal and the Adjournment Proposal. The votes on each Proposal are separate and apart from the votes on the other Proposals. Accordingly, you may vote to approve certain of the Proposals and vote not to approve other Proposals.

We cannot complete the Conversion unless the requisite holders of the common units (the “unitholders”) approve both the Conversion Proposal and the Board Classification Proposal, which are conditions to consummating the Conversion under the Conversion Agreement. Accordingly, your vote is very important regardless of the number of units you own.

The Conflicts Committee (the “Conflicts Committee”) of the board of the General Partner (the “GP Board”) has unanimously determined that the Partnership Restructuring Agreement, dated November 9, 2023, among the Partnership, the General Partner and the other parties thereto, including The Heritage Group (collectively, the “Sponsor Parties”), as amended by the First Amendment to the Restructuring Agreement, dated February 9, 2024 (the “Restructuring Agreement”), and the transactions contemplated thereby, including the Conversion, are advisable and in the best interests of the unitholders (other than the General Partner and the Sponsor Parties), and unanimously recommended to the GP Board approval of the same and the execution, delivery and performance of the Restructuring Agreement and the transactions contemplated thereby, including the Conversion. The GP Board (acting based upon the Special Approval (as defined in both the First Amended and Restated Agreement of Limited Partnership of the Partnership (as amended, the “Partnership Agreement”)) of the Conflicts Committee and the Conflicts Committee’s recommendation) has unanimously determined that it is advisable and in the best interests of the General Partner and the Partnership for the General Partner and the Partnership to enter into the Restructuring Agreement and consummate the transactions contemplated thereby, including the Conversion. Furthermore, the Conflicts Committee has unanimously determined that the Conversion Agreement, the ancillary documents thereto and the transactions contemplated thereby, including the Conversion, are advisable and in the best interests of the Partnership and the unitholders (other than the General Partner and the Sponsor Parties), and unanimously recommended to the GP Board approval of the same and the execution, delivery and performance of the Conversion Agreement and the transactions contemplated thereby, including the Conversion. The GP Board (acting based upon the Special Approval of the Conflicts Committee and the Conflicts Committee’s recommendation) has unanimously determined that the Conversion Agreement, the ancillary documents thereto and the transactions contemplated thereby are fair and reasonable to, and in the best interests of, the Partnership and the unitholders, approved the Conversion Agreement and the execution, delivery and performance of the Conversion Agreement, the ancillary documents thereto and the transactions contemplated thereby, and resolved to

submit the Conversion Agreement to a vote of the unitholders and recommend approval of the Conversion Agreement, the ancillary documents thereto and the transactions contemplated thereby by the unitholders. The GP Board recommends that the unitholders vote FOR the Conversion Proposal, FOR the Board Classification Proposal, FOR the Forum Selection Proposal, FOR the LTIP Proposal and FOR the Adjournment Proposal.

For more information regarding the recommendation of the GP Board, including the obligations of the GP Board in making such determination under the Partnership Agreement, see “The Conversion—Recommendation of the GP Board and Reasons for the Conversion.” In considering the recommendation of the GP Board, unitholders should be aware that some of the General Partner’s directors and executive officers have interests in the Conversion that may be different from, or in addition to, the interests they may have as unitholders. See “The Conversion—Interests of Certain Persons in the Conversion.”

Only unitholders of record at the close of business on    , 2024 are entitled to notice of and to vote at the special meeting. A list of unitholders of record will be available for inspection by any unitholder during the special meeting. References to the special meeting in this proxy statement/prospectus are to such special meeting as adjourned or postponed.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE SUBMIT YOUR PROXY IN ONE OF THE FOLLOWING WAYS:

The enclosed proxy statement/prospectus provides a detailed description of the Conversion and the Conversion Agreement. You are urged to read this proxy statement/prospectus and the Annexes carefully and in their entirety. If you have any questions concerning the Conversion, the Conversion Agreement or this proxy statement/prospectus, would like additional copies or need help voting your units, please contact the Partnership’s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 19th floor

New York, New York 10022

Shareholders May Call Toll Free: (877) 825-8777

Banks and Brokers Call: (212) 750-5833

IMPORTANT NOTE ABOUT THIS PROXY STATEMENT/PROSPECTUS

The Partnership and New Calumet have not authorized anyone to give any information or make any representation about the Conversion, the Partnership or New Calumet that is different from, or in addition to, that contained in this proxy statement/prospectus. Therefore, if anyone distributes this type of information, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies are unlawful, or you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about the Partnership from other documents filed with the SEC that are not included in or delivered with this document. Unitholders may read the Partnership’s SEC filings free of charge, including this proxy statement/prospectus, over the Internet at the SEC’s website at www.sec.gov.

If you would like to request documents from the Partnership, please send a request in writing or by telephone at the following addresses:

Calumet Specialty Products Partners, L.P.

2780 Waterfront Parkway East Drive, Suite 200

Indianapolis, Indiana 46214

Attention: Investor Relations

Phone: (317) 328-5660

If you are a unitholder and would like to request documents, please do so by     , 2024, in order to receive them before the special meeting. The Partnership will mail any requested documents to you by first class mail, or another equally prompt means.

For additional details about where you can find information about the Partnership, please see the section titled “Where You Can Find More Information” of this proxy statement/prospectus.

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PROXY STATEMENT/PROSPECTUS

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE CONVERSION AND

THE SPECIAL MEETING

The following are brief answers to some questions that you may have regarding the Conversion and matters being considered at the special meeting of unitholders (the “special meeting”). You should read and consider carefully the remainder of this proxy statement/prospectus, including the Risk Factors beginning on page 23 and the attached Annexes, because the information in this section does not provide all of the information that might be important to you.

(1) by the Partnership to solicit proxies to be used at its special meeting of unitholders; and

(2) by New Calumet in connection with its offering of (i) shares of its common stock, par value $0.01 per share (“common stock”), to unitholders and the Sponsor Parties and (ii) warrants to purchase shares of common stock at an exercise price of $20.00 per share (subject to adjustment), exercisable for a period of three years from the date of issuance (“warrants”) and the shares of common stock underlying the warrants, in each case, as part of the Conversion.

The unitholders are also being asked to consider and vote on a proposal to approve the classification of the Board of Directors of New Calumet (the “New Calumet Board”) in accordance with the Amended and Restated Certificate of Incorporation of New Calumet, to be in effect following the consummation of the Conversion (the “Board Classification Proposal”). A vote for both the Conversion Proposal and the Board Classification Proposal is effectively a vote in favor of the Conversion which will result in a reorganization of the Partnership from a master limited partnership to a corporation. Under the Conversion Agreement, the approval of the Board Classification Proposal is a condition to the consummation of the Conversion.

The unitholders are also being asked to consider and vote on a proposal to approve the inclusion of the exclusive Delaware forum provision in the Amended and Restated Certificate of Incorporation of New Calumet, to be in effect following the consummation of the Conversion (the “Forum Selection Proposal”). Under the Conversion Agreement, the approval of the Forum Selection Proposal is not a condition to the consummation of the Conversion. If the Forum Selection Proposal is not approved by

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the unitholders, the Amended and Restated Certificate of Incorporation of New Calumet, to be in effect following the consummation of the Conversion, will not contain an exclusive forum provision.

To satisfy the stockholder approval policy of the Nasdaq Global Select Market (“Nasdaq”), where the common stock is expected to be listed following the Conversion, the unitholders are also being asked to consider and vote on a proposal to approve an amended and restated long-term incentive plan of New Calumet (the “New Calumet LTIP”) to be in effect following the consummation of the Conversion to make incentive compensation awards to directors, officers and employees of New Calumet (the “LTIP Proposal”).

Unitholders may also be asked to consider and vote on a proposal to adjourn the special meeting to a later date to solicit additional proxies in the event there are insufficient votes in favor of the Conversion Proposal (the “Adjournment Proposal” and, together with the Conversion Proposal, the Board Classification Proposal, the Forum Selection Proposal and the LTIP Proposal, the “Proposals”).

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Abstentions and broker non-votes (if any) will not be taken into account in determining the outcome of the LTIP Proposal and will have the same effect as a vote against the Conversion Proposal, the Board Classification Proposal, the Forum Selection Proposal and the Adjournment Proposal. The votes on each Proposal are separate and apart from the votes on the other Proposals. Accordingly, you may vote to approve certain of the Proposals and vote not to approve other Proposals. However, the Conversion cannot be consummated unless the requisite unitholders approve both the Conversion Proposal and the Board Classification Proposal, which are conditions to consummating the Conversion under the Conversion Agreement.

All of the directors and executive officers of the General Partner, beneficially owned, in the aggregate, approximately    % of the outstanding common units as of the record date. The Partnership and New Calumet believe that the directors and executive officers of the General Partner will vote in favor of the Conversion Proposal, in favor of the Board Classification Proposal, in favor of the Forum Selection Proposal, in favor of the LTIP Proposal and in favor of the Adjournment Proposal. In addition, Amy M. Schumacher and Jennifer G. Straumins, two of the directors of the General Partner, have agreed to vote in favor of the Conversion Proposal.

The Restructuring Agreement contains a voting covenant obligating the Sponsor Parties and their respective subsidiaries to vote any common units they own beneficially or of record in favor of the Conversion Proposal. As of the record date, such holders beneficially owned     common units or approximately    % of the outstanding common units. Certain of these holders are directors and/or executive officers of the General Partner and are included in the beneficial ownership amounts included in the previous paragraph.

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Please note that you may not vote your common units held in “street name” by returning a proxy card directly to the Partnership or by voting in person at the special meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee. If you do not instruct your bank, broker or other nominee on how to vote your common units, your bank, broker or other nominee cannot vote your common units. If you do not instruct your bank, broker or other nominee as to how to vote your common units, it will have the same effect as a vote against the Conversion Proposal, the Board Classification Proposal, the Forum Selection Proposal and the Adjournment Proposal, but will have no effect on the outcome of the LTIP Proposal. You should therefore provide your bank, broker or other nominee with instructions as to how to vote your common units.

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The Conflicts Committee has unanimously determined that the Restructuring Agreement and the transactions contemplated thereby, including the Conversion, are advisable and in the best interests of the Partnership and the unitholders (other than the General Partner and the Sponsor Parties), and unanimously recommended to the GP Board approval of the same and the execution, delivery and performance of the Restructuring Agreement and the transactions contemplated thereby, including the Conversion.

The GP Board (acting based upon the Special Approval (as defined in the Partnership Agreement) of the Conflicts Committee and the Conflicts Committee’s recommendation) has unanimously determined that it is advisable and in the best interests of the Partnership for the Partnership to enter into the Restructuring Agreement and consummate the transactions contemplated thereby, including the Conversion, and unanimously recommended that the unitholders vote in favor of the approval of the Conversion Agreement and the transactions contemplated thereby, including the Mergers, and other proposals related to the Conversion.

The Conflicts Committee has unanimously determined that the Conversion Agreement and the transactions contemplated thereby, including the Conversion, are advisable and in the best interests of the Partnership and the unitholders (other than the General Partner and the Sponsor Parties), and unanimously recommended to the GP Board approval of the same and the execution, delivery and performance of the Conversion Agreement and the transactions contemplated thereby, including the Conversion.

The GP Board (acting based upon the Special Approval of the Conflicts Committee and the Conflicts Committee’s recommendation) has unanimously determined that the Conversion Agreement, the ancillary documents thereto and the transactions contemplated thereby are fair and reasonable to, and in the best interests of, the Partnership and the unitholders, approved the Conversion Agreement and the execution, delivery and performance of the Conversion Agreement, the ancillary documents thereto and the transactions contemplated thereby, and resolved to submit the Conversion Agreement to a vote of the unitholders and recommend approval of the Conversion Agreement by the unitholders. For more information regarding the recommendation of the GP Board, including the obligations of the GP Board in making such determination under the Partnership Agreement, see “The Conversion—Recommendation of the GP Board and Reasons for the Conversion.”

In considering the recommendation of the GP Board, unitholders should be aware that some of the General Partner’s directors and executive officers have interests in the Conversion that may be different from, or in addition to, the interests they may have as unitholders. See “The Conversion—Interests of Certain Persons in the Conversion.”

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Your presence without voting at the special meeting will not automatically revoke your proxy.

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Innisfree M&A Incorporated

501 Madison Avenue, 19th floor

New York, New York 10022

Shareholders May Call Toll Free: (877) 825-8777

Banks and Brokers Call: (212) 750-5833

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RISK FACTORS

In addition to the other information included in this proxy statement/prospectus, including the matters addressed in the section titled “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risks before deciding whether to vote for the approval of the applicable proposals described in this proxy statement/prospectus. Realization of any of the risks described below or any of the events described under “Cautionary Statement Regarding Forward-Looking Statements” could have a material adverse effect on the Partnership’s or, following the consummation of the Conversion, New Calumet’s business, financial condition, cash flows and results of operations and could result in a decline in the price of common stock and for the trading prices of common units.

Risks Related to the Conversion

The Conversion is subject to conditions, including some conditions that may not be satisfied on a timely basis, if at all. Failure to complete the Conversion, or significant delays in completing the Conversion, could negatively affect the Partnership’s business and financial results and the price of the common units or, following the consummation of the Conversion, future business and financial results of New Calumet and the price of the common stock.

The consummation of the Conversion is subject to a number of conditions. The consummation of the Conversion is not assured and is subject to risks, including the risk that the unitholder approval of the Conversion is not obtained. Further, the Conversion may not be consummated even if such unitholder approval is obtained. The Restructuring Agreement and the Conversion Agreement contains conditions, some of which are beyond the parties’ control, that, if not satisfied or waived, may prevent or delay the Conversion, or otherwise result in the Conversion not being consummated. See “The Restructuring Agreement—Conditions to Consummation of the Transactions Contemplated by the Restructuring Agreement” and “The Conversion Agreement—Conditions to Consummation of the Mergers.”

If the Conversion is not completed, or if there are significant delays in completing the Conversion, the Partnership’s future business and financial results and the trading price of the common units could be negatively affected or, following the consummation of the Conversion, New Calumet’s future business and financial results and the price of the common stock could be negatively affected, and the parties will be subject to several risks, including the following:

The expected benefits of the Conversion may not be obtained.

The success of the Conversion will depend, in part, on New Calumet’s ability to realize the anticipated benefits from being taxed as a corporation and consummating the other transactions contemplated by the Conversion Agreement. The anticipated benefits of the Conversion may not be realized fully or at all, or may take longer to realize than expected or could have other adverse effects that the Partnership does not currently foresee. Some of the assumptions that the Partnership has made with respect to the Conversion may turn out to be inaccurate.

If the Conversion is approved by unitholders, the date that the unitholders will receive the Conversion Consideration is uncertain.

As described in this proxy statement/prospectus, completing the proposed Conversion is subject to several conditions, not all of which are controllable by the Partnership or New Calumet. Accordingly, if the proposed

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Conversion is approved by unitholders, the date that the unitholders will receive the Conversion Consideration depends on the completion date of the Conversion, which is uncertain.

The Partnership will incur substantial transaction-related costs in connection with the Conversion.

The Partnership expects to incur substantial expenses in connection with completing the Conversion, including fees paid to legal, financial and accounting advisors, filing fees and printing costs. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time.

Certain executive officers and directors of the General Partner have interests in the Conversion that may be different from, or in addition to, the interests they may have as unitholders, which could have influenced their decision to support or approve the Conversion.

Certain executive officers and directors of the General Partner are parties to agreements or participants in other arrangements that give them interests in the Conversion that may be different from, or be in addition to, your interests as a unitholder. These different interests are described in “The Conversion—Interests of Certain Persons in the Conversion.”

The fairness opinion rendered to the Conflicts Committee by Evercore was necessarily based on economic, monetary, market and other conditions as in effect on, and financial forecasts and other information made available to Evercore as of, the date of the opinion. As a result, the opinion does not reflect changes in events or circumstances after the date of such opinion. The Conflicts Committee has not obtained or requested, and does not expect to obtain or request, an updated fairness opinion from Evercore reflecting changes in circumstances that may have occurred since the signing of the Restructuring Agreement.

The fairness opinion rendered to the Conflicts Committee by Evercore was provided for the information and assistance of the Conflicts Committee in connection with, and at the time of, its consideration of the Restructuring Agreement and the transactions contemplated under the Restructuring Agreement, including the Conversion. The opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and financial forecasts and other information made available to Evercore as of, the date of its opinion, which may have changed, or may change, after the date such information was prepared or after the date of the opinion. Changes in the operations and prospects of the Partnership, general market, monetary, economic and other conditions and other factors that may be beyond the control of the Partnership, and on which the fairness opinion was based, may have altered the value of the Partnership or the prices of the common units since the date of the opinion, or may alter such values and prices by the time the Conversion is completed. The opinion does not speak as of any date other than the date of such opinion. The fairness opinion was provided to the Conflicts Committee in connection with its evaluation of the fairness of the Sponsor Consideration, from a financial point of view, to the Partnership and Public Unitholders, and did not address the fairness of the Conversion to the Partnership or the holders of the common units. See “The Conversion—Opinion of Evercore—Financial Advisor to the Conflicts Committee.”

The unaudited pro forma financial information included in this proxy statement/prospectus is presented for illustrative purposes only and may not be an indication of New Calumet’s financial condition or results of operations following the Conversion.

The unaudited pro forma financial information contained in this proxy statement/prospectus is presented for illustrative purposes only, is based on various adjustments, assumptions and preliminary estimates and may not be an indication of the financial condition or results of operations of New Calumet following the Conversion for several reasons. The actual financial condition and results of operations of New Calumet following the Conversion may not be consistent with, or evident from, this pro forma financial information. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the financial condition or results of operations of New Calumet following the Conversion. Any

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The common stock to be received by the unitholders as a result of the Conversion have different rights than the common units.

Following consummation of the Conversion, the unitholders will no longer hold the common units, but will instead hold the common stock. There are important differences between the rights of unitholders and the rights of stockholders. Ownership interests in a limited partnership are fundamentally different from ownership interests in a corporation. The unitholders will own common stock following the completion of the Conversion, and their rights associated with the common stock will be governed by New Calumet’s organizational documents and the DGCL, which differ in a number of respects from the Partnership Agreement and the Delaware LP Act. See “Comparison of the Rights of Stockholders and Unitholders.”

The Partnership and New Calumet may be subject to litigation related to the Conversion.

The Partnership and New Calumet may be subject to litigation related to the Conversion. The Partnership and New Calumet cannot predict the outcome of any lawsuits, nor can they predict the amount of time and expense that will be required to resolve such litigation. An unfavorable resolution of any such litigation concerning the Conversion could delay or prevent its consummation. In addition, the costs of defending the litigation, even if resolved in the Partnership’s or New Calumet’s favor, could be substantial and such litigation could distract the Partnership and New Calumet from pursuing the consummation of the Conversion and could have a negative impact on the Partnership’s financial condition and results of operations.

Tax Risks Related to the Mergers

In addition to reading the following risk factors, you are urged to read “Material U.S. Federal Income Tax Consequences” for a more complete discussion of the expected material U.S. federal income tax consequences of the Election, the Mergers and owning and disposing of shares of common stock received in the Mergers.

No ruling has been requested with respect to the tax consequences of the Mergers.

Although it is intended that the Election and the Mergers will qualify as exchanges described in Section 351 of the Code and that the Sponsor Parties and unitholders will generally not recognize any gain or loss as a result of the Mergers (other than gain that will be recognized if liabilities exceed tax basis and other than gain recognized with respect to warrants received), no ruling has been or will be requested from the Internal Revenue Service (the “IRS”), with respect to the tax consequences of the Election and the Mergers. Under certain circumstances, the Election and the Mergers may be treated as taxable transactions, and result in tax liability, for a Sponsor Party or a unitholder, depending on such Sponsor Party’s or unitholder’s particular situation. See “Material U.S. Federal Income Tax Consequences.”

Sponsor Parties will be allocated taxable income and gain of the General Partner through the time of the Election and will not receive any additional distributions attributable to that income.

Sponsor Parties will be allocated their proportionate share of the General Partner’s taxable income and gain for the period ending at the time of the Election, and will not receive any additional distributions attributable to that income.

Unitholders will be allocated taxable income and gain of the Partnership through the time of the Partnership Merger and will not receive any additional distributions attributable to that income.

Unitholders will be allocated their proportionate share of the Partnership’s taxable income and gain for the period ending at the time of the Partnership Merger and will not receive any additional distributions attributable to that income.

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The U.S. federal income tax treatment of owning and disposing of shares of common stock received in the Mergers will be different from the U.S. federal income tax treatment of owning and disposing of equity interests in the General Partner or common units.

The General Partner and the Partnership are classified as partnerships for U.S. federal income tax purposes and, generally, are not subject to entity-level U.S. federal income taxes. Instead, each Sponsor Party and unitholder is required to take into account its respective share of the General Partner’s and the Partnership’s items of income, gain, loss and deduction in computing its federal income tax liability as if the Sponsor Party or unitholder had earned such income directly, even if no cash distributions are made to the Sponsor Party or unitholder. A pro rata distribution of cash by the General Partner or the Partnership to a Sponsor Party or unitholder who is a U.S. holder is generally not taxable for U.S. federal income tax purposes unless the amount of cash distributed is in excess of the Sponsor Party’s or unitholder’s adjusted tax basis in its equity interests in the General Partner or in common units, respectively.

In contrast, New Calumet is classified as a corporation for U.S. federal income tax purposes and is subject to U.S. federal income tax on its taxable income. As such, equity owners will no longer receive Forms K-1. Any future distribution of cash by New Calumet to a stockholder who is a U.S. holder, if any, generally will be included in such U.S. holder’s income as ordinary dividend income to the extent of New Calumet’s current or accumulated “earnings and profits,” as determined under U.S. federal income tax principles and will be reported to such owner on Form 1099-DIV. A portion of the cash distributed to stockholders by New Calumet after the Mergers, if any, may exceed New Calumet’s current or accumulated earnings and profits. Cash distributions in excess of New Calumet’s current or accumulated earnings and profits will be treated as a non-taxable return of capital, reducing a U.S. holder’s adjusted tax basis in such stockholder’s shares of common stock and, to the extent the cash distribution exceeds such stockholder’s adjusted tax basis, as gain from the sale or exchange of shares of common stock. See “Material U.S. Federal Income Tax Consequences.”

Risks Related to the Business

Unless the context provides otherwise, when used in this “—Risks Related to the Business,” references to “we,” “us” and “our” or like terms refer to (x) the Partnership, prior to the consummation of the Conversion, and (y) New Calumet, after giving effect to the consummation of the Conversion.

Results of Operations and Financial Condition

Our business depends on supply and demand fundamentals, which can be adversely affected by numerous macroeconomic factors outside of our control and which may in turn impact our operational and financial performance, including our ability to execute our business strategies in the expected time frame.

Such macroeconomic factors include:

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Our business has exposure to some commodities which are volatile, and a reduction in our margins will adversely affect the amount of cash we will have available to operate our business and for payments of our debt obligations.

In many cases, specialty products are produced from intermediates that ultimately originate from crude oil. Typically, we enjoy a cost advantage from processing crude oil into intermediates that are used as specialty feedstocks. This process also creates fuels and other by-products, which carry a margin to crude prices. Typically, the total margin of fuels and other by-products to crude oil is a positive, but in extreme demand scenarios this cost advantage can turn into a short-term disadvantage. When the margin between product sales prices and feedstock costs tightens, our earnings, profitability and cash flows are negatively impacted.

A widely used benchmark to track margins in the fuel products industry is the Gulf Coast 2/1/1 crack spread (“Gulf Coast crack spread”), which represents the gross margin assuming that two barrels of a benchmark crude oil are converted, or cracked, into one barrel of gasoline and one barrel of diesel. The Gulf Coast 2/1/1 crack spread ranged from a high of $50.05 per barrel to a low of $13.98 per barrel during 2023 and averaged $31.64 per barrel during 2023 compared to an average of $39.96 during 2022.

Our actual fuels product margins may vary from the Gulf Coast crack spread due to the actual crude oil used and products produced, transportation costs, regional differences, and the timing of the purchase of the feedstock and sale of the refined products, but we use the Gulf Coast crack spread as an indicator of the volatility and general levels of fuels refining margins.

Our specialty product margins are influenced by the price of our feedstocks, many of which are commodities. If feedstock prices increase, our margins would fall unless we are able to pass through these price increases to our customers. For example, during fiscal year 2022, higher material and feedstock costs adversely impacted our margins for our Performance Brands segment.

Our hedging activities may not be effective in reducing our exposure to commodity price risk and may reduce our earnings, profitability and cash flows.

From time to time, we utilize derivative financial instruments related to the future price of crude oil, natural gas and refined products to manage expected outcomes involving commodity price risk. We typically do not enter into derivative financial instruments to reduce our exposure to prices of the specialty products we sell as there is no established derivative market for such products.

We limit our derivative transactions to only a portion of the volume of our expected purchase and sales requirements and, as a result, we will continue to have direct commodity price exposure to the unhedged portion of our expected purchase and sales requirements. Thus, we could be exposed to significant increases in commodity prices, which would increase the cost for a portion of our feedstock purchases.

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Our actual future purchase and sales requirements may be significantly higher or lower than we estimate at the time we enter into derivative transactions for such period. If the actual amount is higher than we estimate, we will have greater commodity price exposure than we intended. If the actual amount is lower than the amount that is subject to our derivative financial instruments, we might be forced to satisfy all or a portion of our derivative transactions without the benefit of the cash flow from our sale or purchase of the underlying physical commodity, which may result in a substantial diminution of our liquidity. As a result, our hedging activities may not be as effective as we intend in reducing our exposure to price risk. In addition, our hedging activities are subject to the risks that a counterparty may not perform its obligations under the applicable derivative instrument, the terms of the derivative instruments are imperfect, and our risk management policies and procedures are not properly followed. It is possible that the steps we take to monitor our derivative financial instruments may not detect and prevent violations of our risk management policies and procedures, particularly if deception or other intentional misconduct is involved.

Decreases in the price of inventory and products may lead to a reduction in the borrowing base under our revolving credit facility and our ability to issue letters of credit or the requirement that we post substantial amounts of cash collateral for derivative instruments, which could adversely affect our liquidity, financial condition and our ability to make payments on our debt obligations.

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. The borrowing base under our revolving credit facility is determined weekly or monthly depending upon availability levels or the existence of a default or event of default. Reductions in the value of our inventories as a result of lower crude oil prices could result in a reduction in our borrowing base, which would reduce the amount of financial resources available to meet our operating requirements. If, under certain circumstances, our available capacity under our revolving credit facility falls below certain threshold amounts, or a default or event of default exists, then our cash balances in a dominion account established with the administrative agent will be applied on a daily basis to our outstanding obligations under our revolving credit facility. In addition, decreases in the price of crude oil or increases in crack spreads may require us to post substantial amounts of cash collateral to our hedging counterparties in order to maintain our derivative instruments. If, due to our financial condition or other reasons, the borrowing base under our revolving credit facility decreases, we are limited in our ability to issue letters of credit or we are required to post substantial amounts of cash collateral to our hedging counterparties, our liquidity, financial condition and our ability to make payments on our debt obligations could be materially and adversely affected. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Partnership—Liquidity and Capital Resources—Debt and Credit Facilities” for additional information.

We depend on certain third-party pipelines for transportation of feedstocks and products, and if these pipelines become unavailable to us, our revenues and cash available for payment of our debt obligations could decline.

Our Shreveport facility is interconnected to a pipeline that supplies a portion of its crude oil and a pipeline that ships a portion of its refined fuel products to customers, such as pipelines operated by subsidiaries of Enterprise Products Partners L.P. and Plains. Our Great Falls facility receives crude oil through the Front Range pipeline system via the Bow River Pipeline in Canada. Since we do not own or operate any of these pipelines, their continuing operation is not within our control.

The unavailability of any of these third-party pipelines for the transportation of crude oil or our refined fuel products, because of acts of God, accidents, earthquakes or hurricanes, government regulation, terrorism or other third-party events, could lead to disputes or litigation with certain of our suppliers or a decline in our sales, net income and cash available for payments of our debt obligations.

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The price volatility of utility services may result in decreases in our earnings, profitability and cash flows.

The volatility in costs of natural gas and other utility services, principally electricity, used by our facilities and other operations affect our net income and cash flows. Natural gas and utility prices are affected by factors outside of our control, such as supply and demand in both local and regional markets. Natural gas prices have historically been volatile.

For example, daily prices for natural gas as reported on the NYMEX ranged between $4.17 and $1.99 per million British thermal unit (“MMBtu”) in 2023, and between $9.68 and $3.72 per MMBtu in 2022. Typically, electricity prices fluctuate with natural gas prices. Future increases in natural gas and utility prices may have a material adverse effect on our results of operations. However, international natural gas prices have been more volatile, and more expensive, than domestic prices, which can provide a competitive advantage to domestic plants. This dynamic means that market product prices may increase more than our utility costs, creating higher margins when natural gas and utility costs increase less than international competitors’ utility prices. Natural gas and utility costs constituted approximately 15.4% and 14.4% of our total operating expenses included in cost of sales for the years ended December 31, 2023 and 2022, respectively. As prices and industry competitive dynamics change, it could adversely affect our profitability and the amount of cash available for payments of our debt obligations.

Our facilities incur operating hazards, and the potential limits on insurance coverage could expose us to potentially significant liability costs.

Our facilities are subject to certain operating hazards, and our cash flow from those operations could decline if any of our facilities experience a major accident, pipeline rupture or spill, explosion or fire, is damaged by severe weather or other natural disaster, or otherwise is forced to curtail its operations or shut down. These operating hazards could result in substantial losses due to personal injury and/or loss of life, severe damage to and destruction of property and equipment, and pollution or other environmental damage. One or more of these developments may result in significant curtailment or suspension of our related operations.

Although we maintain insurance policies, including personal and property damage and business interruption insurance for each of our facilities, we cannot ensure that this insurance will be adequate to protect us from all material expenses related to potential future claims for personal and property damage or significant interruption of operations. Our business interruption insurance will not apply unless a business interruption exceeds 60 days. Furthermore, we may be unable to maintain or obtain insurance of the type and amount we desire at reasonable rates. As a result of market conditions, premiums and deductibles for certain of our insurance policies have increased and could escalate further. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. In addition, we are not fully insured against all risks incident to our business because certain risks are not fully insurable, coverage is unavailable, or premium costs, in our judgment, do not justify such expenditures. For example, we are not insured for all environmental liabilities, including, but not limited to, product spills and other releases at all of our facilities. If we were to incur a significant liability for which we are not insured or fully insured, it could affect our financial condition and diminish our ability to make payments of our debt obligations.

Downtime for maintenance at our refineries and facilities will reduce our revenues and could limit our ability to make payments of our debt obligations.

Our facilities consist of many processing units, a number of which have been in operation for extended periods of time. One or more of the units have in the past required, and may in the future require, additional unscheduled downtime for unanticipated maintenance or repairs that are more frequent than our scheduled turnaround for each unit every one to five years. Scheduled and unscheduled maintenance reduce our revenues and increase our operating expenses during the period of time that our processing units are not operating and could limit our ability to make payments of our debt obligations.

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An impairment of our long-lived assets or goodwill could reduce our earnings or negatively impact our financial condition and results of operations.

We continually monitor our business, the business environment and the performance of our operations to determine if an event has occurred that indicates that a long-lived asset or goodwill may be impaired. If an event occurs, which is a determination that involves judgment, we may be required to utilize cash flow projections to assess our ability to recover the carrying value based on the ability to generate future cash flows. Our long-lived assets and goodwill impairment analyses are sensitive to changes in key assumptions used in our analysis, such as expected future cash flows, the degree of volatility in equity and debt markets and our unit price. If the assumptions used in our analysis are not realized, it is possible a material impairment charge may need to be recorded in the future.

We cannot accurately predict the amount and timing of any impairment of long-lived assets or goodwill. Further, as we continue to develop our strategy regarding certain of our non-core assets, we will need to continue to evaluate the carrying value of those assets. Any additional impairment charges that we may take in the future could be material to our results of operations and financial condition.

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.

In addition, we compete with other industries that provide alternative means to satisfy the energy and fuel requirements of our industrial, commercial and individual consumers. The more successful these alternatives become as a result of governmental regulations, technological advances, consumer demand, improved pricing or otherwise, the greater the impact on pricing and demand for our products and our profitability. There are presently significant governmental and consumer pressures to increase the use of alternative fuels in the United States. While in some areas of our business these pressures are helpful, in other areas they can pose a significant risk.

We depend on unionized labor for the operation of many of our facilities. Any work stoppages or labor disturbances at these facilities could disrupt our business and negatively impact our financial condition and results of operations.

Substantially all of our operating personnel at our Shreveport, Great Falls, Princeton, Cotton Valley, Karns City, Dickinson and Missouri facilities are employed under collective bargaining agreements. If we are unable to renegotiate these agreements as they expire, any work stoppages or other labor disturbances at these facilities could have an adverse effect on our business and impact our ability to make payments of our debt obligations. In addition, employees who are not currently represented by labor unions may seek union representation in the future, and any renegotiation of current collective bargaining agreements may result in terms that are less favorable to us. Furthermore, our actions or responses to any such negotiations, labor disputes, strikes or work stoppages could negatively impact how we are perceived and the impact on our reputation could have adverse effects on our business.

Our method of valuing inventory may result in decreases in net income.

The nature of our business requires us to maintain substantial quantities of inventories. Some of our inventory is commodity based, providing us little control over the changing market value of these inventories. Because our inventory is valued at LCM value, if the market value of our inventory were to decline to an amount

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less than our cost, we would record a write-down of inventory and a non-cash charge to cost of sales. In periods of decreasing crude oil or refined product prices, our inventory valuation methodology has resulted in and may in the future result in decreases in net income.

We depend on key personnel for the success of our business and the loss of those persons could adversely affect our business and our ability to make payments of our debt obligations.

The loss of the services of any member of senior management or key employee could have an adverse effect on our business and reduce our ability to make payments of our debt obligations. Our success in hiring, attracting and retaining senior management and other experienced and highly skilled employees will depend in part on our ability to provide competitive compensation packages and a high-quality work environment and maintain a desirable corporate culture. We may not be able to locate or employ on acceptable terms qualified replacements for senior management or other key employees if their services were no longer available. We do not maintain any key-man life insurance.

We are subject to cybersecurity risks and other cyber incidents resulting in disruption.

Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow. We depend on information technology systems to run our business. In addition, our use of the internet, cloud services and other public networks, exposes our business and that of other third parties with whom we do business to cybersecurity threats. Geopolitical tensions or conflicts, such as ongoing conflict in Ukraine and the Middle East, may further heighten the risk of cybersecurity incidents. Such incidents could lead to unauthorized access to data and systems, intentional or inadvertent releases of confidential information, including personally identifiable information, corruption of data and disruption of critical systems and operations. Despite the security measures we have in place and any additional measures we may implement in the future, our facilities and systems, and those of our third-party service providers, could be vulnerable to security breaches, computer viruses, ransomware attacks, phishing attacks, inadvertent data disclosures, programming errors, human errors or malfeasance, acts of vandalism or other events. Moreover, these threats are constantly evolving, thereby making it more difficult to successfully defend against them or to implement adequate preventive measures. We may not have the current capability to detect certain vulnerabilities, or may not detect them in a timely manner, which may allow those vulnerabilities to persist in our systems over long periods of time. During 2021, we experienced a minor cybersecurity incident at one of our operating locations, which was effectively contained. Any disruption of our systems or cybersecurity incident or event resulting in the misappropriation, loss or other unauthorized disclosure of confidential information, whether by us directly or our third-party service providers, could damage our reputation, expose us to the risks of litigation and liability or regulatory fines, penalties or intervention, disrupt our business, require us to incur significant costs to remediate damage resulting from the incident or improve our information technology systems, or otherwise affect our results of operations, which could materially and adversely affect our business, results of operations or financial condition. In addition, as cybersecurity incidents continue to evolve in magnitude and sophistication, and our reliance on digital technologies continues to grow, we have expended and expect to continue to expend additional resources in order to continue to enhance our cybersecurity measures and to investigate and remediate any digital systems, related infrastructure, technologies and network security vulnerabilities. While we carry cyber insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim.

We are also subject to an evolving landscape of laws and regulations in a range of jurisdictions governing the handling of information and the operation of information systems, including those relating to privacy, cybersecurity and data protection. Costs associated with compliance with these laws and regulations may increase over time and failure to comply with these obligations could result in investigations, litigation, fines, penalties, judgments or other proceedings which could have a material impact on our financial results.

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We identified a material weakness in our internal control over financial reporting, and if we are unable to remediate this material weakness, or if we experience additional material weaknesses or other deficiencies in the future or otherwise fail to maintain an effective system of internal control, we may not be able to accurately and timely report our financial results.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements may not be prevented or detected on a timely basis. In connection with the preparation of the Partnership’s consolidated financial statements for the fiscal year ended December 31, 2023, we identified a material weakness in the design of our controls within the financial statement close process associated with the subsequent accounting for and measurement of redeemable noncontrolling interests. The material weakness also existed as of December 31, 2022. Additionally, as previously disclosed, we previously identified a material weakness in internal control over financial reporting that pertains to the untimely and insufficient operation of controls in the financial statement close process, including lack of timely account reconciliation, analysis and review related to all financial statement accounts, which was remediated as of December 31, 2021.

Remediation efforts place a significant burden on management and add increased pressure to our financial resources and processes. As a result, we may not be successful in making the improvements necessary to remediate the material weakness identified by management, be able to do so in a timely manner, or able to identify and remediate additional control deficiencies, including material weaknesses, in the future. Additionally, completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly or remain adequate and we cannot assure you that we will not identify additional material weaknesses in our internal control over financial reporting in the future.

If we are unable to successfully remediate our existing material weakness or any future material weaknesses or other deficiencies in our internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the rules and forms of the SEC, could be adversely affected. This failure could negatively affect the market price and trading liquidity of our common units, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties and generally materially and adversely impact our business and financial condition.

We reached a determination to restate certain of our previously issued consolidated financial statements, which resulted in unanticipated costs and may affect investor confidence and raise reputational issues.

We reached a determination to restate our consolidated financial statements and related disclosures as of and for the year ended December 31, 2022 and each of the periods ended March 31, 2023, June 30, 2023, and September 30, 2023, following the identification of an error in the presentation of net income (loss) to partners arising from the misallocation of net loss from MRHL to noncontrolling interest. The restatement also included other immaterial adjustments to historical periods. As a result, we have incurred unanticipated costs for accounting and legal fees in connection with or related to the restatement, and have become subject to a number of additional risks and uncertainties, which may affect investor confidence in the accuracy of our financial disclosures and may raise reputational issues for our business.

Customers and Suppliers

Our arrangement with J. Aron and Wells Fargo expose us to J. Aron and/or Wells Fargo-related credit and performance risk as well as potential refinancing risks.

In October 2023, Montana Renewables, LLC (“Montana Renewables,” or “MRL”) and Wells Fargo Commodities, LLC (“Wells Fargo”) entered into (i) an ISDA 2002 Master Agreement (together with a related schedule and credit support annex, the “Master Agreement”) and a Renewable Fuel and Feedstock Repurchase

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Master Confirmation (together with the Master Agreement, the “MRL Inventory Financing Agreement”). Pursuant to the MRL Inventory Financing Agreement, Wells Fargo agreed to, among other things, (a) purchase from MRL renewable feedstocks and finished products located at MRL’s Great Falls, Montana refinery, subject to MRL’s repurchase obligations with respect thereto, and (b) provide certain financial accommodations to MRL secured by liens on certain renewable feedstocks and finished products owned by MRL.

In January 2024, the Partnership and J. Aron & Company (“J. Aron”) entered into a Monetization Master Agreement (the “Master Agreement”), a related Financing Agreement (the “Financing Agreement”) and Supply and Offtake Agreement (together with the Master Agreement and the Financing Agreement, the “Shreveport Supply and Offtake Agreement”). Pursuant to the Shreveport Supply and Offtake Agreement, J. Aron agreed to, among other things, purchase from the Partnership, or extend to the Partnership, financial accommodations secured by crude oil and finished products located at the Partnership’s Shreveport refinery and from time to time, up to maximum volumes specified for crude oil and categories of finished products, subject to the Partnership’s repurchase obligations with respect thereto.

When we executed the Shreveport Supply and Offtake Agreement, the inventories associated with such agreement were taken out of our revolving credit facility borrowing base. The inventories associated with the MRL Inventory Financing Agreement are also not included in our revolving credit facility borrowing base. Should an early termination event occur, pursuant to the terms of the Shreveport Supply and Offtake Agreement, we would need to seek alternative sources of financing, such as putting the inventory associated with the Shreveport Supply and Offtake Agreement back into our revolving credit facility, to meet our obligation to repurchase the inventory at then current market prices. In addition, upon expiration of the Shreveport Supply and Offtake Agreement, the cost of repurchasing the inventory may be at higher prices than we sold the inventory. 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. If this is the case at the time of termination and we are unable to include the inventory associated with the Shreveport Supply and Offtake Agreement in our borrowing base, we could suffer a significant reduction in liquidity if J. Aron terminates the Shreveport Supply and Offtake Agreement and we have to repurchase the inventories. Similarly, if the MRL Inventory Financing Agreement is terminated and MRL is unable to obtain alternative sources of financing, MRL could suffer significant reductions in liquidity.

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 $1.9 billion of outstanding indebtedness as of December 31, 2023, and availability for borrowings of approximately $241.9 million under our senior secured revolving credit facilities. We have the ability to incur additional debt, including the ability to borrow up to an aggregate principal amount of $650.0 million at any time, subject to borrowing base limitations, under our revolving credit facility. A tranche of the revolving credit facility includes a $50.0 million senior secured first loaned in and last to be repaid out (“FILO”) revolving credit facility. In addition, as of December 31, 2023, MRL had $13.0 million of outstanding indebtedness under a secured revolving credit facility (the “MRL revolving credit agreement”) that was entered into on November 2, 2022. Our substantial indebtedness could adversely affect our results of operations, business and financial condition, and our ability to meet our debt obligations. In addition, our level of indebtedness could have important consequences to us, including the following:

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Any of these factors could result in a material adverse effect on our business, financial conditions, results of operations, business prospects and ability to satisfy our obligations under our senior notes, revolving credit facility and the MRL revolving credit agreement.

Our ability to service our indebtedness will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. If our operating results are not sufficient to service our current or future indebtedness, we will be forced to take actions such as continuing the suspension of distributions to our unitholders, reducing or delaying our business activities, acquisitions, investments and/or capital expenditures, selling assets, restructuring or refinancing our indebtedness, or seeking additional equity capital or bankruptcy protection. We may not be able to effect any of these remedies on satisfactory terms, or at all. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Partnership—Liquidity and Capital Resources—Debt and Credit Facilities” for additional information regarding our indebtedness.

Our financing arrangements contain operating and financial provisions that restrict our business and financing activities.

The operating and financial restrictions and covenants in our financing arrangements, including our revolving credit facility, the MRL revolving credit agreement, the indentures governing each series of our outstanding senior notes and master derivative contracts, do currently restrict, and any future financing agreements could restrict, our ability to finance future operations or capital needs or to engage, expand or pursue our business activities, including restrictions on our ability to, among other things:

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Our revolving credit facility also contains a springing financial covenant which provides that only if the Partnership’s availability to borrow loans under the revolving credit facility falls below the sum of (a) the greater of (i) (x) 15% of the borrowing base then in effect at any time that the refinery asset borrowing base component is greater than $0 and (y) 10% of the borrowing base then in effect at any time that the refinery asset borrowing base component is equal to $0 and (ii) $45.0 million (which amount is subject to certain increases) plus (b) the amount of FILO Loans outstanding, then we will be required to maintain as of the end of each fiscal quarter a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.0 to 1.0. As of December 31, 2023, the Partnership was in compliance with all covenants under the revolving credit facility.

Our existing indebtedness imposes, and any future indebtedness may impose, a number of covenants on us regarding collateral maintenance and insurance maintenance. As a result of these covenants and restrictions, we will be limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs.

Our ability to comply with the covenants and restrictions in our revolving credit facility, the MRL revolving credit agreement, our secured hedge agreements and the indentures governing our senior notes may be affected by events beyond our control.

If market or other economic conditions deteriorate, our ability to comply with these covenants and restrictions may be impaired. A failure to comply with the covenants, ratios or tests in our revolving credit facility, the MRL revolving credit agreement, 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, the MRL revolving credit agreement, 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. Among other things, in the event of any default on our indebtedness, our debt holders and lenders:

If our existing indebtedness were to be accelerated, there can be no assurance that we would have, or be able to obtain, sufficient funds to repay such indebtedness in full. Even if new financing were available, it may be on terms that are less attractive to us than our then existing credit facilities or it may not be on terms that are acceptable to us. In addition, our obligations under our revolving credit facility are secured by a first priority lien on our accounts receivable, inventory and substantially all of our cash; the obligations under the MRL revolving credit agreement are secured by accounts receivables and open blenders tax credit refunds; our obligations under our secured hedge agreements and the BP Purchase Agreement are secured by a lien on certain of our real property, plant and equipment, fixtures, intellectual property, certain financial assets, certain investment property,

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An increase in interest rates will cause our debt service obligations to increase.

Borrowings under both our revolving credit facility and the MRL revolving credit agreement bear interest at a rate based on the daily Secured Overnight Financing Rate (“SOFR”). As of December 31, 2023, we had $136.7 million outstanding borrowings under our revolving credit facility, $29.9 million in standby letters of credit were issued under our revolving credit facility, and $13.0 million of outstanding borrowings under the MRL revolving credit agreement. The foregoing interest rates are subject to adjustment based on fluctuations in daily SOFR or the prime rate, as applicable. An increase in the interest rates associated with our floating-rate debt would increase our debt service costs and affect our results of operations. In addition, an increase in interest rates could adversely affect our future ability to obtain financing or materially increase the cost of any additional financing.

A change of control could result in us facing substantial repayment obligations under our revolving credit facility, our senior notes, our secured hedge agreements, our Supply and Offtake Agreements, the MRL revolving credit agreement, MRL’s financing arrangements with Stonebriar, and MRL’s term loan credit agreement with I Squared Capital.

There is no restriction in our partnership agreement on the ability of our general partner to enter into a transaction which would trigger the change of control provisions of our revolving credit facility agreement, the indentures governing our senior notes, our Collateral Trust Agreement (as discussed below), our Supply and Offtake Agreements, the MRL revolving credit agreement, MRL’s financing arrangements with Stonebriar Commercial Finance LLC (“Stonebriar”), and MRL’s term loan credit agreement with I Squared Capital. Certain events relating to a change of control of the General Partner, the Partnership and our operating subsidiaries would constitute an event of default under our revolving credit facility, our Collateral Trust Agreement and our Supply and Offtake Agreements. In addition, an event of default under our revolving credit facility would likely constitute an event of default under the indentures governing our senior notes, our master derivatives contracts and the BP Purchase Agreement. As a result, upon a change of control event, we may be required to immediately repay the outstanding principal, any accrued interest on and any other amounts owed by us under our revolving credit facility, the senior notes and Supply and Offtake Agreements and the outstanding payment obligations under our master derivatives contracts and the BP Purchase Agreement. In addition, if a change of control event occurs under the MRL revolving credit agreement, MRL may be required to immediately repay the outstanding principal, any accrued interest on and any other amounts owed by MRL under the MRL revolving credit agreement. The source of funds for these repayments would be our available cash or cash generated from other sources and there can be no assurance that we would have, or be able to obtain, sufficient funds to repay such indebtedness and other payment obligations in full.

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Capital Projects and Future Growth

We make capital expenditures in our facilities to maintain their reliability and efficiency. If we are unable to complete capital projects at their expected costs and/or in a timely manner, or if the market conditions assumed in our project economics deteriorate, results of operations or cash flows could be adversely affected.

Delays or cost increases related to the engineering, procurement and construction of new facilities, or improvements and repairs to our existing facilities and equipment, could have a material adverse effect on our business, financial condition, results of operations or our ability to make payments on our debt obligations. Such delays or cost increases may arise as a result of unpredictable factors in the marketplace, many of which are beyond our control, including:

Equipment, even if properly maintained, may require significant capital expenditures and expenses to keep it operating at optimum efficiency.

Any one or more of these occurrences noted above could have a significant impact on our business or subject us to significant cost overruns. If we were unable to make up the delays or to recover the related costs, or if market conditions change, we may not realize the anticipated benefits of our capital projects and it could materially and adversely affect our financial position, results of operations or cash flows and, as a result, our ability to make payments of our debt obligations.

From time to time, we may seek to divest portions of our business, which could materially affect our results of operations and result in disruption to other parts of the business.

We may dispose of portions of our current business or assets, based on a variety of factors and strategic considerations, consistent with our strategy of preserving liquidity and streamlining our business to better focus

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on the advancement of our core business. We expect that any potential divestitures of assets will also provide us with cash to reinvest in our business and repay indebtedness. These dispositions, together with any other future dispositions we make, may involve risks and uncertainties, including disruption to other parts of our business, potential loss of employees, customers or revenue, exposure to unanticipated liabilities or result in ongoing obligations and liabilities to us following any such divestiture. In addition, any such divestitures may not yield the targeted improvements in our business. Any of the foregoing could adversely affect our financial condition and results of operations or cash flows and, as a result, our ability to make payments of our debt obligations.

Environmental and Regulatory Matters

We may incur significant environmental remediation costs and liabilities in the operation of our refineries, facilities, terminals and related facilities.

The operation of our refineries, blending and packaging sites, terminals, and related facilities subject us to the risk of incurring significant environmental remediation costs and liabilities due to our handling of petroleum hydrocarbons and wastes or hazardous substances or wastes, because of air emissions and water discharges related to our operations and activities, and as a result of historical operations and waste disposal practices at our facilities or in connection with our activities, some of which may have been conducted by prior owners or operators. We could incur significant remedial costs in the cleanup of any petroleum hydrocarbons or wastes or hazardous substances or wastes that may have been released on, under or from the properties owned or operated by us. While we believe we have adequately reserved for these possibilities, such costs and liabilities are difficult to predict and could exceed the amount reserved.

Some environmental laws may impose joint and several, strict liability for releases of petroleum hydrocarbons and wastes or hazardous substances or wastes, which means in some situations, we could be exposed to liability as a result of our conduct that was lawful at the time it occurred or the conduct of, or conditions caused by, prior operators or other third parties. Private parties, including the owners of properties adjacent to our operations and facilities where our petroleum hydrocarbons or wastes or hazardous substances or wastes are taken for reclamation or disposal, may also have the right to pursue legal actions to enforce compliance as well as to seek damages for non-compliance with environmental laws and regulations or for personal injury or property damage. We may not be able to recover some or any of these costs from insurance or other sources of indemnity. To the extent that the costs associated with meeting any or all of these requirements are significant and not adequately secured or indemnified for, there could be a material adverse effect on our business, financial condition and results of operations or cash flows and, as a result, our ability to make payments of our debt obligations.

We are subject to operational compliance with stringent environmental and occupational health and safety laws and regulations that may expose us to significant costs and liabilities.

Our refining, blending and packaging site, terminal and related facility operations are subject to stringent federal, regional, state and local laws and regulations governing worker health and safety, the discharge of materials into the environment and environmental protection. These laws and regulations impose legal requirements that are applicable to our operations, including the obligation to obtain permits to conduct regulated activities, the incurrence of significant capital expenditures for air pollution control equipment to limit or prevent releases of pollutants from our facilities, the expenditure of significant monies in the application of specific health and safety criteria addressing worker protection, the requirement to maintain information about hazardous materials used or produced in our operations and to provide this information to required parties, and the incurrence of significant costs and liabilities for pollution resulting from our operations or from those of prior owners or operators of our facilities. Numerous federal and state governmental authorities, such as the U.S. Environmental Protection Agency’s (“EPA”), the U.S. Occupational Safety and Health Administration (“OSHA”) and the Louisiana Department of Environmental Quality, have the power to enforce compliance with these laws and regulations and the permits issued under them, often requiring challenging and costly actions.

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From time to time, we receive notices of violation, other enforcement proceedings and regulatory inquiries from governmental agencies alleging non-compliance with applicable environmental and occupational health and safety laws and regulations. Failure to comply with such laws and regulations as well as any issued permits and orders may result in the assessment of administrative, civil, and criminal sanctions, including monetary penalties, the imposition of remedial or corrective action obligations or the incurrence of capital expenditures, the occurrence of delays or cancellations in the permitting, development or expansion of projects, litigation, and the issuance of injunctions limiting or preventing some or all of our operations.

New worker safety and environmental laws and regulations, revised interpretations of such existing laws and regulations, increased governmental enforcement or other developments could require us to make additional, unforeseen expenditures. The adoption of more stringent environmental laws or regulations could impact us by requiring installation of new emission controls on some of our equipment, resulting in longer permitting timelines, and significantly increasing our capital expenditures and operating costs, which could adversely impact our business, cash flows and results of operation. Please read “Business of the Partnership—Environmental and Occupational Health and Safety Matters” for additional information.

The availability and cost of renewable identification numbers and results of litigation related to our SRE petitions could have a material adverse effect on our results of operations and financial condition and our ability to make payments on our debt obligations.

Under the Renewable Fuel Standard (“RFS”) provisions of the Clean Air Act, as amended (“CAA”), the EPA sets or adjusts volume mandates for the percentages of four compliance categories—cellulosic biofuel, biomass-based diesel, advanced biofuel, and total renewable fuel—to be blended into gasoline and diesel produced or imported during each calendar year. Most recently, the EPA has established these volume mandates for RFS program years 2023, 2024 and 2025 under final rules published in June 2023. We, and other refiners subject to RFS requirements, may meet those requirements by blending the necessary volumes of renewable transportation fuels into our production. To the extent that refiners cannot blend renewable fuels in the quantities required, those refiners may purchase renewable credits, referred to as RINs, which are created by blending done by others.

Our Shreveport and Great Falls refineries are normally subject to compliance with the RFS volume mandates. Our annual RINs volume obligation (“RVO” or “RINs Obligation”), which includes RINs that are required to be secured through either our own blending or through the purchase of RINs in the open market, is approximately 65 million RINs across the four compliance categories. 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 program years 2018, 2019, 2020, 2021, 2022 and 2023. All of these SRE petitions are in various stages of litigation. For 2018, EPA granted our SREs then later reversed (along with other SRE petitions from other small refineries) under a “blanket denial” issued in April 2022. The blanket denial included an alternate compliance approach under which the refineries, in essence, were deemed to have met their 2018 compliance obligations without tendering additional RINs. EPA’s 2018 alternate compliance approach is being challenged by Growth Energy, which in turn caused us to appeal the 2018 blanket denial. For 2019 and 2020 our SRE petitions were subject to a separate “blanket denial” in June 2022 (along with all other SRE petitions from all small refineries for those years) which we have appealed. For 2021 and 2022 our petitions were denied in July 2023 on the same grounds that EPA applied to our 2019 and 2020 petitions which we have appealed. For 2023 the EPA has not yet acted on our SRE petitions.

The U.S. Court of Appeals for the Fifth Circuit in November 2023 found venue to properly reside in the regional circuit and vacated EPA’s denial of Shreveport refinery’s 2018, 2019 and 2020 SRE petitions on the basis that EPA’s actions were impermissibly retroactive and arbitrary and capricious and remanded the decision to EPA. Shreveport refinery’s 2021 and 2022 compliance obligations were stayed on September 14, 2023 while

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that appeal is pending. The D.C. Circuit granted a stay relating to the Montana refinery’s 2018, 2019 and 2020 compliance obligations in March 2023, and a stay of the 2021 and 2022 obligations on October 23, 2023, indicating that the Montana refinery is likely to be successful on the merits of its appeals which are pending.

We cannot predict the final outcome of these matters or whether they may result in increased RFS program compliance costs. Moreover, the price of RINs remains subject to extreme volatility, with the potential for significant increases in price driven by political decisions rather than fundamentals. There also continues to be a shortage of advanced biofuel production resulting in increased difficulties meeting the original RFS program mandates. Our refineries produce a higher ratio of diesel than national averages, and since ethanol cannot be blended into diesel we therefore have a more difficult “compliance pathway” than average. 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.

Our involvement in such litigation may strain our resources, increase our costs and distract management, even if we are successful at certain stages. As long as the final outcome of our SRE petitions remains uncertain, we expect to carry a RINs liability on our consolidated balance sheets and any changes to such liability will be recognized as a charge or credit to net income (loss). As a result of such charges, investors may have a negative outlook on our financial position regardless of the actual impact these charges have on our business. In addition, on January 27, 2022, EPA extended the compliance reporting deadlines and attestation engagement reporting deadlines for program years 2019, 2020 and 2021, calculated based on the future effective dates of other EPA RFS rulemakings. Nonetheless, we may in the future become subject to civil penalties if we are not in compliance with the RFS by such extended compliance deadlines.

Our and our customers’ operations are subject to risks arising out of the threat of climate change, including regulatory, political, litigation and financial risks, which could result in increased operating and capital costs for our customers and reduced demand for the products and services we provide.

The threat of climate change continues to attract considerable attention in the United States and foreign countries. 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 greenhouse gases (“GHGs”) as well as to eliminate such future emissions. As a result, our operations and potentially the operations of our customers are subject to a series of regulatory, political, physical, litigation and financial risks associated with the production and processing of fossil fuels and emissions of GHGs. Please see “Business of the Partnership—Environmental and Occupational Health and Safety Matters” for more discussion on the threat of climate change and restriction of GHG emissions.

The adoption and implementation of any international, federal, regional or state executive actions, legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions or put a price on GHG emissions could result in increased compliance costs, additional operating restrictions or reduced demand for some of our services and products. Additionally, regulators in Europe and the U.S. have also focused efforts on increased disclosure related to climate change and mitigation efforts, which may significantly increase compliance burdens and associated regulatory costs and complexity. Further, increasing concentrations of GHGs in the Earth’s atmosphere may produce climatic changes that have significant physical effects, such as increased frequency and severity of storms, floods, wildfires and other climatic events. If any such effects were to occur, they could have an adverse effect on our operations or the operations of our suppliers and customers and result in more frequent and severe disruptions to our business and those of our suppliers and customers, increased costs to repair damaged facilities or maintain or resume operations, and increased insurance costs. Increasing attention to the risks of climate change has also resulted in an increased possibility of lawsuits or investigations brought by public and private entities against companies in the oil and natural gas sector in connection with their greenhouse gas emissions. While we do not produce oil or natural gas, if we were to be

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targeted by any such litigation or investigations, we may incur liability, which, to the extent that societal pressures or political or other factors are involved, could be imposed without regard to the causation of or contributions to the asserted damage, or to mitigating factors.

There are also increasing financial risks if stockholders and bondholders concerned about the potential effects of climate change may elect in the future to shift some or all of their investments into non-fossil fuel energy related sectors. 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. While we do not produce oil or natural gas, such developments could affect our cost and access to capital. Similarly, political, physical, financial and litigation risks may result in certain companies engaged in the oil and natural gas production business restricting, delaying or canceling production activities, incurring liability for infrastructure damages as a result of climatic changes, or impairing the ability to continue to operate in an economic manner, which also could reduce demand for our products and services.

The occurrence of one or more of these developments could have a material adverse effect on our business, financial condition, results of operations and cash flows. Moreover, the increased competitiveness of alternative energy sources (such as wind, solar, geothermal and tidal), as well as any regulatory or other incentives to conserve energy, could reduce demand for hydrocarbons and therefore for our products, which could lead to a reduction in our revenues and cash flow available for payments on our debt obligations. 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.

We could incur substantial costs or disruptions in our business if we cannot obtain or maintain necessary permits and authorizations or otherwise comply with occupational, environmental and other laws and regulations.

Our operations require numerous permits and authorizations under various occupational, environmental and other laws and regulations. These authorizations and permits are subject to revocation, renewal or modification and can require operational changes to limit impacts or potential impacts on the environment and/or the health or safety of workers. 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. Additionally, a violation of an authorization or permit conditions or other legal or regulatory requirements could result in substantial fines, criminal sanctions, permit revocations, injunctions and/or facility shutdowns. Any or all of these matters could have a negative effect on our business, results of operations and cash flow available for payments on our debt obligations.

Subsidiaries

We have a holding company structure in which our subsidiaries conduct our operations and own our operating assets and our ability to make payments of our debt obligations depends on the performance of our subsidiaries and their ability to distribute funds to us.

We are a holding company, and our subsidiaries conduct all of our operations and own all of our operating assets. We have no significant assets other than the equity interests in our subsidiaries. As a result, our ability to make payments of debt obligations depends on the performance of our subsidiaries and their ability to distribute funds to us. The ability of our subsidiaries to make distributions to us is restricted by our revolving credit facility and the indentures governing our senior notes and may be restricted by, among other things, applicable state laws and other laws and regulations. If we are unable to obtain the funds necessary to make payments of debt obligations, we may be required to adopt one or more alternatives, such as a refinancing our indebtedness or incurring borrowings under our revolving credit facility. We can provide no assurances that we would be able to refinance our indebtedness or that the terms on which we could refinance our indebtedness would be favorable.

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Risks Related to Montana Renewables

If there is not sufficient demand for renewable energy, if renewable energy projects do not develop or take longer to develop than we anticipate, or if we do not realize the expected sustainable aviation fuel (“SAF”) premium, we may be unable to achieve our investment objectives for MRL, which could have a material adverse impact on our results of operations and financial condition.

If demand for renewable energy fails to grow sufficiently, we may be unable to achieve our business objectives for MRL. Many factors will influence the widespread adoption of renewable energy and demand for renewable energy projects, including:

We also face the risks that SAF cannot generate the premium we currently expect, that a market for SAF does not evolve as expected and that alternate technologies supersede the expected demand for SAF. Any of these factors may preclude us from achieving our investment objectives for MRL and, by extension, could have a material adverse impact on our results of operations and financial condition.

Montana Renewables is subject to numerous operating risks, which could materially adversely impact our results of operations and financial conditions.

Montana Renewables was formed in 2021 and, has a limited operating history, as Montana Renewables has only been producing renewable fuels since December 2022. We are experienced in operating facilities, such as the Montana Renewables Facility (as defined below), and expects to continue to leverage our operating experience, as well as our experience in selling and distributing renewable fuels.

As with any facilities of similar size and nature, the operations of Montana Renewables could be affected by many factors, including start-up problems, the breakdown or failure of equipment or processes, the performance of Montana Renewables below expected levels of output or efficiency, renewable feedstock or utility supply disruptions, environmental proceedings or other litigation that compel cessation of all or a portion of the operations, cyber-security considerations, increased stringent environmental operating, storage and transportation regulations, and/or, labor disputes. Additionally, the operations of Montana Renewables could be affected by both natural or man-made catastrophic events beyond our control, such as fires, earthquakes, floods, severe storms, extreme temperatures, explosions, major accidents, armed conflict, hostilities, acts of terrorism, health emergencies, cyber and physical attacks and/or similar events.

The occurrence of such events could significantly reduce or eliminate revenues generated by Montana Renewables and significantly increase the expenses of Montana Renewables, thereby jeopardizing the ability of Montana Renewables to generate revenues sufficient to pay its outstanding debt obligations. While MRHL will maintain insurance to protect against certain of these operating risks, the proceeds of such insurance may not be adequate to cover Montana Renewable’s lost revenues or increased costs. Under such circumstances, no assurance can be given concerning the ability of Montana Renewables to generate sufficient revenues to make timely payments of its debt obligations.

MRHL may also face civil liabilities or fines in the ordinary course of its business as a result of damages to third parties. These liabilities may result in MRHL making indemnification payments in accordance with

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applicable laws to the extent and in the amount that such indemnification payments are not covered by MRHL’s insurance policies.

MRHL may be unable to attract and retain qualified managers and skilled employees to operate Montana Renewable facilities efficiently which could adversely affect the operations, cash flows and liquidity of Montana Renewables. The renewable fuels business requires a highly specialized workforce, and accordingly, it can be difficult to find qualified and affordable personnel. Additionally, labor expenses may increase as a result of a shortage in the supply of skilled personnel and MRHL may be forced to incur significant training expenses if unable to hire employees with the requisite skills.

Substantially all operating personnel at Montana Renewables are employed under a collective bargaining agreement. If MRHL is unable to renegotiate this agreement as it expires, any work stoppages or other labor disturbances could have an adverse effect on the operations of Montana Renewables and MRHL’s ability to pay outstanding debt obligations.

During the start-up of operation, new facilities like Montana Renewables could be susceptible to operational failures which may result in temporary maintenance shutdowns. Although the initial commissioning of the facility was successful, any significant curtailing of production at Montana Renewables may result in materially lower levels of revenues or cash flows and materially increased expenses for the duration of any downtime and may materially adversely impact our results of operations, financial conditions and ability to pay the principal of, redemption premium, if any, and/or interest on outstanding debt obligations.

Montana Renewables is subject to a number of statutes and regulations that could have an adverse effect on Montana Renewables’ operations.

We are required to comply with a number of statutes and regulations relating to the environment and the safety and health of our employees and the public during the operation of our Montana Renewables Facility, such as: limits on noise emissions from the Montana Renewables Facility; safety and health standards, practices and procedures applicable to the operation of the Montana Renewables Facility; environmental protection requirements, including standards and limits relating to the discharge of pollutants and waste to the air, water and land; and employment, hiring and anti-discrimination requirements relating to the operation of the Montana Renewables Facility.

Federal, state, and local laws and regulations protecting the environment require us to obtain permits and other authorizations to operate the Montana Renewables Facility. Changes in such laws could materially and adversely affect our costs. Permits that have been obtained or will be obtained may be subject to challenge in public proceedings, including the filing of administrative or judicial appeals contesting the validity or the terms of the permits. If such permits are challenged, the operation of the Montana Renewables Facility may be delayed or prohibited, and elements of our Montana Renewables Facility may need to be removed, redesigned or replaced.

All permits and approvals issued by governmental agencies expire and must be renewed if the permitted activity is not complete. Renewals of operating permits require ongoing compliance and may result in new requirements being imposed by governmental agencies. There is no assurance that required renewals will be obtained when required to continue operation or that the Montana Renewables Facility will be able to satisfy the requirements for renewal or continued operation. The inability to maintain required permits in force and effect, and their amendment, suspension or revocation would have adverse effects on the Montana Renewables Facility’s operations and our financial performance.

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A significant component of our product margin consists of a variety of government subsidies and incentives, and any changes in law that eliminate or reduce these subsidies and incentives would have a material adverse impact on our results of operations and financial condition.

As with many producers, our margins are supported by federal, state and provincial government programs that incentivize the production, blending and use of renewable and low-carbon fuels. While the general trend over time has been for these programs to expand both in number and scope, such continued growth is not guaranteed and is subject to potential changes in political and public support. For example, since the enactment of the U.S. blender’s tax credit (Section 40A of the IRC) in 2004 with specified sunset dates, there have been several occasions where the renewal and extension of the credit has been in doubt, only for it to be renewed and extended close to (and in some cases, after) expiration. Many factors affect political and public support, which cannot be fully evaluated or predicted at this time.

In addition, programs that enjoy political and public support may nonetheless evolve over time in ways that may limit opportunities for our renewable transportation fuel. For example, in September 2020, California Governor Gavin Newsom issued Executive Order N-79-20, establishing goals of 100% of new passenger vehicle sales in-state to be zero-emission by 2035, and all heavy-duty truck sales to be zero-emission by 2045. The order further directs the California Air Resources Board to develop regulations to achieve these goals. While the precise nature of future regulations cannot be predicted, it is possible that incentives for renewable fuel products may be scaled back or more stringent emission reduction standards may be adopted to facilitate the transition to zero-emission vehicles. These and similar initiatives reflect an ever evolving legal and regulatory landscape, which introduces uncertainty in evaluating future governmental support for our products.

Certain regulatory programs feature a periodic update process. The U.S. Renewable Fuel Standard program, for example, has historically required EPA to set RVOs each year, in light of volumes of four categories of renewable fuels established by Congress in the CAA. More recently, EPA promulgated regulations setting RVOs for a three-year period (2023, 2024 and 2025). The periodic update process featured in the RFS and similar programs nonetheless introduces a degree of uncertainty in demand for our products on a yearly basis.

Transactions between the Partnership and MRL present possible conflicts of interest that could have an adverse effect on the Partnership if they are not managed appropriately.

MRHL has no assets other than its equity interests in MRL. Several of our affiliates have been or are expected to be involved with the construction, start-up and operation of Montana Renewables, including the sales and marketing of the renewable fuels produced by Montana Renewables. The support and experience of our affiliates are expected to be important to the success of Montana Renewables. However, none of our affiliates are obligated to make any payments with respect to outstanding debt obligations of MRHL or MRL and any such transactions between us and MRHL or MRL present possible conflicts of interest that could have an adverse effect on us if they are not managed appropriately.

Montana Renewables depends on us to provide MRL with services necessary to operate its business. If we were unable or unwilling to provide these services, it would result in a disruption in MRL’s business that could have an adverse effect on its financial position, financial results and cash flow.

MRL does not directly employ directors, officers or employees. Pursuant to the master services agreement (the “MSA”) with one of our wholly-owned subsidiaries, all of MRL’s executive management personnel are employees of the General Partner, and MRL uses a significant number of our employees to operate the Montana Renewables Facility and provide MRL with general and administrative services as well as services related to information technology, cybersecurity and data privacy. Our failure to provide accurate and timely service may adversely impact MRL’s business operations. In addition, if we were to become unable or unwilling to provide such services, MRL would need to develop these services internally or arrange for the services from another service provider, which may not be possible and which could take time and cause MRL to experience significant

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interruptions or incur additional costs. Developing the capabilities internally or by retaining another service provider could have an adverse effect on MRL’s business, and the services, when developed or retained, may not be of the same quality as provided to MRL by us. For example, if MRL is not able to obtain adequate information technology and cybersecurity services, MRL may be at a higher risk for cyberattacks and other interruptions or failures. Additionally, if the MSA were to terminate, MRL would lose its key personnel.

Increases to the cost of transportation services or equipment related to our feedstock materials and renewable transportation fuels could materially and adversely affect our sales revenues and cost of operations. We rely on railroad and trucking companies to transport renewable feedstock materials to the Montana Renewables Facility, and to deliver renewable transportation fuels to our customers. These transportation services are subject to various hazards, including extreme weather conditions, floods, droughts, work stoppages, delays, accidents such as spills and derailments and other accidents and other operating hazards. Increasing climate risk may exacerbate weather conditions so as to materially affect the economics of traditional transportation methods. These transportation operations, equipment and services are also subject to environmental, safety, and regulatory oversight. Due to concerns related to accidents, local and national governments could implement new regulations affecting the transportation of our renewable feedstock materials or renewable transportation fuels. We may be unable to ship the renewable transportation fuels or obtain renewable feedstock materials as a result of these transportation companies’ failure to operate properly, or if new and more stringent regulatory requirements are implemented affecting transportation operations or equipment. If there are significant increases in the cost of such transportation services or equipment, or changes in such costs relative to transportation costs incurred by competitors, our sales revenues and/or cost of operations could be materially and adversely affected.

Montana Renewable’s operations are dependent on the use of intellectual property licensed to MRL by third parties, and if MRL fails to comply with our obligations under such license agreements, we may be required to pay damages, and we could lose license rights that are critical to our business.

Montana Renewable’s operations are dependent upon the use of intellectual property licensed to us by third parties, and in the future, MRL may enter into additional agreements for certain other intellectual property or technologies. If MRL fails to comply with terms of its license agreements related to such intellectual property or other technologies, the applicable licensor may have the right to terminate its license or MRL may be required to pay damages. Termination by the licensor may cause MRL to lose valuable rights and could prevent MRL from operating the Montana Renewables Facility or otherwise operating its business. Our business may suffer if any current or future licenses terminate, if the licensors fail to abide by the terms of the license, if the licensors fail to enforce licensed patents against infringing third parties, if the licensed intellectual property rights are found to be invalid or unenforceable, or if we are unable to enter into necessary licenses on acceptable terms. In addition, our rights to the licensed intellectual property are licensed to us on a non-exclusive basis. The owners of these non-exclusively licensed technologies are therefore free to license them to third parties, including our competitors, on terms that may be superior to those offered to us, which could place us at a competitive disadvantage. Moreover, our licensors may own or control intellectual property that has not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing, misappropriating or otherwise violating the licensor’s rights. In addition, the agreements under which we license intellectual property or technology from third parties are generally complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant licensed intellectual property or technology or increase what we believe to be our financial or other obligations under the relevant agreement. Failure to obtain, maintain or renew these licenses, along with any of the foregoing, could have a material adverse effect on our ability to operate the Montana Renewables Facility.

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The production of renewable fuels is a growing industry and we are expected to encounter significant competition in the marketplace.

The production of renewable fuels is a growing industry and we are expected to encounter significant competition in the marketplace. Emerging trends that develop as industry production of renewable fuels increases may adversely affect our business, financial condition, results of operations and prospects. We have encountered and will continue to encounter risks and difficulties frequently experienced by growing companies in rapidly changing industries, including unpredictable and volatile revenues and increased expenses as our business continues to grow. In addition, new technologies or methods of operation may be developed that improve the quality of the fuel, increase production, or decrease the costs of production.

Risks Related to the Common Stock

The price of the common stock may experience volatility.

Following the consummation of the Conversion, the price of the common stock may be volatile. In addition to the risk factors described above, some of the factors that could affect the price of the common stock are quarterly increases or decreases in revenue or earnings, changes in revenue or earnings estimates by the investment community, sales of the common stock by significant stockholders, a turnover of the investor base as a result of the Conversion, short-selling of the common stock by investors, issuance of a significant number of shares to raise additional capital to fund New Calumet’s operations, changes in market valuations of similar companies and speculation in the press or investment community about New Calumet’s financial condition or results of operations. General market conditions and U.S. or international economic factors and political events unrelated to the performance of New Calumet may also affect its stock price. For these reasons, investors should not rely on recent trends in the price of the common units to predict the future price of the common stock or New Calumet’s future financial results.

New Calumet’s amended and restated certificate of incorporation and amended and restated bylaws that will be in effect upon consummation of the Conversion contain provisions that may make it more difficult for a third party to acquire control of it, even if a change in control would result in the purchase of your shares of common stock at a premium to the market price or would otherwise be beneficial to you.

There are provisions in New Calumet’s amended and restated certificate of incorporation and amended and restated bylaws that will be in effect upon consummation of the Conversion that may make it more difficult for a third party to acquire control of New Calumet, even if a change in control would result in the purchase of your shares of common stock at a premium to the market price or would otherwise be beneficial to you. For example, New Calumet’s amended and restated certificate of incorporation authorizes the New Calumet Board to issue preferred stock without stockholder approval. If the New Calumet Board elects to issue preferred stock, it could be more difficult for a third party to acquire New Calumet.

In addition, provisions of New Calumet’s amended and restated certificate of incorporation and amended and restated bylaws that will be in effect upon consummation of the Conversion, including a classified board of directors, so that only approximately one-third of New Calumet’s directors are elected each year, and limitations on stockholder actions by written consent and on stockholder proposals and director nominations at meetings of stockholders, could make it more difficult for a third party to acquire control of New Calumet. Certain provisions of the DGCL may also discourage takeover attempts that have not been approved by the New Calumet Board.

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New Calumet does not expect to pay dividends on its common stock for the foreseeable future.

New Calumet does not expect to pay dividends for the foreseeable future. In addition, the Partnership’s revolving credit facility may prohibit it from paying any distributions to New Calumet without the consent of the lenders under the revolving credit facility.

The value of the shares you receive in connection with the Conversion may be diluted by future equity issuances (including upon the exercise of warrants), and shares eligible for future sale may have adverse effects on New Calumet’s share price.

We cannot predict the effect of future sales of shares or the availability of shares for future sales, on the market price of or the liquidity of the market for the shares of common stock. Sales of substantial amounts of shares of common stock, or the perception that such sales could occur, could adversely affect the prevailing market price of the shares of common stock. Such sales, or the possibility of such sales, could also make it difficult for us to sell equity securities in the future at a time and at a price that New Calumet deems appropriate.

New Calumet’s authorized capital stock will consist of      shares of common stock and      shares of preferred stock, a significant portion of which will be unissued immediately following the Conversion. New Calumet may need to raise a significant amount of capital to pay down outstanding indebtedness, including principal, interest and fees due under the Partnership’s revolving credit facility and senior notes, and may raise such capital through the issuance of newly issued common stock or preferred stock. Additionally, outstanding warrants to purchase an aggregate of 2,000,000 shares of common stock will be exercisable for a period of three

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years from the date of issuance. Such issuance and sale of equity could be dilutive to the interests of existing stockholders and increase the number of shares eligible for resale in the public market.

Additionally, as of the record date, the Sponsor Parties and their affiliates owned approximately    % of the outstanding common units and, following the Conversion, will own approximately    % of the outstanding shares of common stock. Following the consummation of the Conversion, the Sponsor Parties will have registration rights with respect to the shares of common stock they receive pursuant to the Conversion. Pursuant to the Registration Rights Agreement, New Calumet will file a shelf registration statement with respect to the registrable securities under the Registration Rights Agreement within 30 days of the closing of the Conversion. No more than two times in any 12-month period, the Sponsor Parties may request to sell all or any portion of their registrable securities in an underwritten offering so long as the total offering price is reasonably expected to exceed $25 million. New Calumet also will provide customary “piggyback” registration rights. The Registration Rights Agreement also provides that New Calumet will pay certain expenses relating to such registrations and indemnify the stockholders against certain liabilities. Upon registration, the Sponsor Parties’ shares of common stock will be eligible for sale into the market without volume limitations. Because of the substantial size of the Sponsor Parties’ holdings, the sale of a significant portion of these shares, or a perception in the market that such a sale is likely, could have a significant impact on the market price of such shares.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains certain forward-looking statements. These statements can be identified by the use of forward-looking terminology including “will,” “may,” “intend,” “believe,” “expect,” “outlook,” “anticipate,” “estimate,” “continue,” “plan,” “should,” “could,” “would,” or other similar words. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this proxy statement/prospectus, including, but not limited to, the following:

These forward-looking statements are based on our expectations and beliefs as of the date hereof concerning future developments and their potential effect on the Partnership and New Calumet. While management believes

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that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Partnership and New Calumet will be those that management anticipates. All comments concerning the Partnership and New Calumet’s current expectations for future sales and operating results are based on forecasts for the Partnership and New Calumet’s existing operations and do not include the potential impact of any future acquisition or disposition transactions. These forward-looking statements involve significant risks and uncertainties (some of which are beyond the Partnership and New Calumet’s control) and assumptions that could cause actual results to differ materially from the Partnership’s historical experience and the Partnership’s present expectations or projections. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Neither the Partnership nor New Calumet undertake any 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.

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INFORMATION ABOUT THE PARTIES

Calumet, Inc.

Calumet, Inc., or New Calumet, is a Delaware corporation incorporated on January 8, 2024, for the purpose of effecting the Conversion. New Calumet has not conducted any business operations since its incorporation other than incidental to its formation and actions taken in connection with the transactions contemplated by the Conversion. Following the Conversion, New Calumet will manufacture, formulate and market a diversified slate of specialty branded products and renewable fuels to customers across a broad range of consumer-facing and industrial markets through its ownership of the Partnership and the General Partner as direct or indirect subsidiaries. Its principal executive offices are located at 2780 Waterfront Parkway East Drive, Suite 200, Indianapolis, Indiana 46214, and its telephone number is (317) 328-5660.

Calumet Specialty Products Partners, L.P.

Calumet Specialty Products Partners, L.P., or the Partnership, is a master limited partnership that manufactures, formulates and markets a diversified slate of specialty branded products and renewable fuels to customers across a broad range of consumer-facing and industrial markets. The Partnership is headquartered in Indianapolis, Indiana and operates twelve facilities throughout North America.

The Partnership’s operations are managed using the following reportable segments: Specialty Products and Solutions; Performance Brands; Montana/Renewables; and Corporate. In the Specialty Products and Solutions segment, the Partnership manufactures and markets a wide variety of solvents, waxes, customized lubricating oils, white oils, petrolatums, gels, esters and other products. The Partnership’s specialty products are sold to domestic and international customers who purchase them primarily as raw material components for consumer-facing and industrial products. In the Performance Brands segment, the Partnership blends, packages and markets high performance products through its Royal Purple, Bel-Ray and TruFuel brands. The Montana/Renewables segment is comprised of two facilities—renewable fuels and specialty asphalt. At the Partnership’s Great Falls renewable fuels facility, the Partnership processes a variety of geographically advantaged renewable feedstocks into renewable diesel, sustainable aviation fuel, renewable hydrogen, renewable natural gas, renewable propane and renewable naphtha that are distributed into renewable markets in the western half of North America. At the Partnership’s Montana specialty asphalt facility, the Partnership processes Canadian crude oil into conventional gasoline, diesel, jet fuel and specialty grades of asphalt, with production sized to serve local markets. The Partnership’s Corporate segment primarily consists of general and administrative expenses not allocated to the Specialty Products and Solutions, Performance Brands or Montana/Renewables segments.

The Partnership’s principal executive offices are located at 2780 Waterfront Parkway East Drive, Suite 200, Indianapolis, Indiana 46214, and its telephone number is (317) 328-5660.

Calumet GP, LLC

Calumet GP, LLC, or the General Partner, is a Delaware limited liability company and the general partner of the Partnership. As of the record date, the General Partner is expected to own a 2.0% general partner interest in the Partnership and all incentive distribution rights and is responsible for conducting the business and managing the operations of the Partnership. The General Partner’s principal executive offices are located at 2780 Waterfront Parkway East Drive, Suite 200, Indianapolis, Indiana 46214, and its telephone number is (317) 328-5660.

Sponsor Parties

The Heritage Group. The Heritage Group is a limited partnership formed under the laws of Indiana that manages a diverse portfolio of companies, specializing in heavy construction and materials, environmental

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services and specialty chemicals. The Heritage Group’s principal executive offices are located at 5400 W. 86th St., Indianapolis, Indiana, 46268, and its telephone number is (317) 228-8314.

Jennifer Straumins. Jennifer Straumins is a director of the GP Board. The Partnership’s principal executive offices are located at 2780 Waterfront Pkwy. E. Dr., Indianapolis, Indiana 46214.

William Grube Jr. William Grube Jr. is Executive Vice President of Monument Chemical, a manufacturer of specialty chemicals. Monument Chemical’s principal executive offices are located at 6510 Telecom Drive, #425, Indianapolis, Indiana, 46278.

Fred Mehlert Fehsenfeld Jr. Trusts. The Fred Mehlert Fehsenfeld Jr. Trusts consist of two trusts established for the benefit of Fred Fehsenfeld, Jr. The Fred Mehlert Fehsenfeld Jr. Trusts’ principal executive offices are located at 5400 W. 86th St., Indianapolis, Indiana, 46268.

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THE SPECIAL MEETING

Time, Place and Date

The special meeting will be held on     , 2024 at     , Eastern time, located at     .

Proposal 1

Approval of the Conversion Agreement and the Mergers

The GP Board unanimously recommends that unitholders vote FOR approval of the Conversion Agreement.

Proposal 2

Approval of the Classification of the New Calumet Board

The GP Board recommends that unitholders vote FOR approval of the classification of the New Calumet Board.

Proposal 3

Approval of the Exclusive Forum Provision

As discussed elsewhere in this proxy statement/prospectus, the unitholders are being asked at the special meeting to approve the inclusion of the exclusive Delaware forum provision in the Amended and Restated

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The GP Board recommends that unitholders vote FOR approval of the exclusive forum provision.

Proposal 4

Approval of the New Calumet Incentive Plan

The GP Board recommends that unitholders vote FOR approval of the New Calumet LTIP.

Proposal 5

Adjournment of the Special Meeting

Unitholders may be asked to consider and vote on a proposal to adjourn the special meeting to a later date to solicit additional proxies in the event there are insufficient votes in favor of any of the foregoing proposals. See “—Adjournments.”

The GP Board recommends that the unitholders vote FOR approval of any adjournment proposal.

The unitholders may also be asked to consider other matters as may properly come before the special meeting. At this time, the Partnership, the General Partner and New Calumet know of no other matters that will be presented for the consideration of the unitholders at the special meeting.

Quorum

A majority of the voting power of the outstanding common units entitled to vote at the meeting as of the record date represented in person or by proxy (by submitting a properly executed proxy card or properly submitting a proxy by telephone or Internet) will constitute a quorum and will permit the Partnership to conduct the proposed business at the special meeting. Proxies received but marked as abstentions and broker non-votes (if any) will be counted as common units that are present and entitled to vote for purposes of determining the presence of a quorum.

Record Date

The unitholder record date for the special meeting is the close of business on    , 2024. Unitholders may vote at the special meeting if they owned common units at the close of business on the record date. Unitholders may cast one vote for each unit owned on the record date.

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Votes Required

Approval of each of the Conversion Proposal, the Board Classification Proposal and the Forum Selection Proposal requires the affirmative vote of holders of a majority of the outstanding common units as of the record date. Approval of the LTIP Proposal is being sought to satisfy the stockholder approval policy of Nasdaq. For these purposes, approval of the LTIP Proposal requires the affirmative vote of holders of a majority of the votes cast (not including abstentions and broker non-votes) by unitholders who are present (in person or by proxy) and entitled to vote at the special meeting. Approval of the Adjournment Proposal, if presented, requires the affirmative vote of holders of a majority of the outstanding common units. Abstentions and broker non-votes (if any) will not be taken into account in determining the outcome of the LTIP Proposal and will have the same effect as a vote against the Conversion Proposal, the Board Classification Proposal, the Forum Selection Proposal and the Adjournment Proposal. The votes on each Proposal are separate and apart from the votes on the other Proposals. Accordingly, you may vote to approve certain of the Proposals and vote not to approve other Proposals. However, the Conversion cannot be consummated unless the requisite unitholders approve both the Conversion Proposal and the Board Classification Proposal, which are conditions to consummating the Conversion under the Conversion Agreement.

All of the directors and executive officers of the General Partner beneficially owned, in the aggregate, approximately    % of the outstanding common units as of the record date. The Partnership and New Calumet believe that the directors and executive officers of the General Partner will vote in favor of the Conversion Proposal, in favor of the Board Classification Proposal, in favor of the Forum Selection Proposal, in favor of the LTIP Proposal and in favor of the Adjournment Proposal.

The Restructuring Agreement contains a voting covenant obligating the Sponsor Parties and their respective subsidiaries to vote any common units they own beneficially or of record in favor of the Conversion Proposal. As of the record date, such holders beneficially owned      common units or approximately    % of the outstanding common units. Certain of these holders are directors and/or executive officers of the General Partner and are included in the beneficial ownership amounts included in the previous paragraph.

Common Units Outstanding

As of the close of business on the record date, there were      common units outstanding held by      holders of record. Each outstanding common unit entitles its holder of record to one vote on each matter considered at the special meeting. The common units are the only class of securities entitled to vote at the special meeting, and unitholders are entitled to vote on the Conversion Proposal, the Board Classification Proposal, the Forum Selection Proposal, the LTIP Proposal and the Adjournment Proposal.

A complete list of registered unitholders entitled to vote at the special meeting will be available for inspection at the place of the special meeting for the duration of the meeting.

Adjournments

If, at the special meeting, the number of common units present or represented and voting in favor of the Conversion Proposal and the Board Classification Proposal is insufficient to approve both the Conversion Proposal and the Board Classification Proposal, the Partnership intends to move to adjourn the special meeting in order to enable the GP Board to solicit additional proxies for approval of the Conversion Proposal and the Board Classification Proposal. In that event, the Partnership will ask its unitholders to vote upon the Adjournment Proposal, but none of the other Proposals. If it is deemed necessary to adjourn the special meeting, no notice of the adjourned meeting is required to be given to unitholders, other than an announcement at the special meeting of the time and place to which the meeting is adjourned, unless a new record date is fixed for the adjourned meeting, in which case notice of the place, date and time of adjourned meeting shall be given to persons who are unitholders as of the new record date.

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The Partnership is asking its unitholders to authorize the holder of any proxy solicited by the GP Board on a discretionary basis to vote in favor of adjourning the special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from unitholders who have previously voted.

Pursuant to the Partnership Agreement, in the absence of a quorum, the special meeting may be adjourned by the affirmative vote of unitholders of at least a majority of the common units entitled to vote at the special meeting and represented either in person or by proxy.

Upon an adjournment to a date within 45 days of the special meeting, notice need not be given of the adjourned meeting and a new record date need not be fixed, if the time and place thereof are announced at the special meeting. At the adjourned special meeting, the Partnership may transact any business that might have been transacted at the original special meeting. If the adjournment is for more than 45 days or if a new record date is fixed for the adjourned special meeting, a notice of the adjourned special meeting shall be given to all unitholders as of the new record date. References to the special meeting in this proxy statement/prospectus are to such special meeting as adjourned or postponed.

Voting Procedure

Voting by Unitholders. If you are a unitholder who holds common units in your own name, you may submit your proxy using any of the following methods:

If you have timely and properly submitted your proxy, clearly indicated your vote and have not revoked your proxy, your common units will be voted as indicated. If you have timely and properly submitted your proxy but have not clearly indicated your vote, your common units will be voted FOR the Conversion Proposal, FOR the Board Classification Proposal, FOR the Forum Selection Proposal, FOR the LTIP Proposal and FOR the Adjournment Proposal.

Revocation. If you hold your common units in your own name, you may revoke your proxy at any time prior to its exercise by:

Your presence without voting at the special meeting will not automatically revoke your proxy.

Validity. The inspectors of election will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance of proxies. Their determination will be final and binding. The GP Board has the right to waive any irregularities or conditions as to the manner of voting. The Partnership may accept your proxy by any form of communication permitted by applicable law so long as the Partnership is reasonably assured that the communication is authorized by you.

Solicitation of Proxies. The accompanying proxy is being solicited by the Partnership on behalf of the GP Board. The expenses of preparing, printing and mailing the proxy and materials used in the solicitation will be borne by the Partnership.

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Innisfree M&A Incorporated has been retained by the Partnership to aid in the solicitation of proxies for an fee of $30,000 and the reimbursement of out-of-pocket expenses. In addition to the mailing of this proxy statement/prospectus, proxies may also be solicited from unitholders by personal interview, telephone, fax or other electronic means by directors and officers of the General Partner and employees of affiliates of the Partnership who provide services to the Partnership, who will not receive additional compensation for performing that service. Arrangements also will be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of proxy materials to the beneficial owners of common units held by those persons, and the Partnership will reimburse them for any reasonable expenses that they incur.

Common Units Held in Street Name. If you hold common units in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee when voting your common units or when granting or revoking a proxy.

As a general rule, absent specific instructions from you, your bank, broker or other nominee is not allowed to vote your common units on any proposal on which your bank, broker or other nominee does not have discretionary authority. The only proposals for consideration at the special meeting are the Conversion Proposal, the Board Classification Proposal, the Forum Selection Proposal, the LTIP Proposal and the Adjournment Proposal, which are non-discretionary matters for which banks, brokers and other nominees do not have discretionary authority to vote. To instruct your bank, broker or other nominee how to vote, you should follow the directions that your bank, broker or other nominee provides to you.

Please note that you may not vote your common units held in “street name” by returning a proxy card directly to the Partnership or by voting in person at the special meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee. If you do not instruct your bank, broker or other nominee on how to vote your common units, your bank, broker or other nominee may not vote your common units, which will have the same effect as a vote against the Conversion Proposal, the Board Classification Proposal, the Forum Selection Proposal and the Adjournment Proposal, but will not affect the outcome of the LTIP Proposal. You should therefore provide your bank, broker or other nominee with instructions as to how to vote your common units.

Householding of Proxy Statement/Prospectus

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports with respect to two or more unitholders sharing the same address by delivering a single proxy statement or annual report, as applicable, addressed to those unitholders.

As permitted by the Exchange Act, only one copy of this proxy statement/prospectus is being delivered to unitholders residing at the same address, unless the unitholders have notified the company whose common units they hold of their desire to receive multiple copies of this proxy statement/prospectus. This process, which is commonly referred to in this proxy statement/prospectus as “householding,” potentially provides extra convenience for unitholders and cost savings for companies.

If, at any time, you no longer wish to participate in householding and would prefer to receive a separate copy of this proxy statement/prospectus, or if you are receiving multiple copies of this proxy statement/prospectus and wish to receive only one, please contact the Partnership at its address identified below. The Partnership will promptly deliver, upon oral or written request, a separate copy of this proxy statement/prospectus to any unitholder residing at an address to which only one copy was mailed. Requests for additional copies should be directed to:

Calumet Specialty Products Partners, L.P.

2780 Waterfront Parkway East Drive, Suite 200

Indianapolis, Indiana 46214

Attention: Investor Relations

Phone: (317) 328-5660

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THE CONVERSION

Overview

On November 9, 2023, the Partnership, the General Partner and the Sponsor Parties entered into the Restructuring Agreement, pursuant to which the parties thereto agreed to effectuate a corporate conversion of the Partnership from a master limited partnership to a Delaware corporation. On February 9, 2024, the Partnership, the General Partner and the Sponsor Parties entered into the First Amendment to the Restructuring Agreement to reflect certain amendments to the Restructuring Agreement agreed to by the parties and approved by the Conflicts Committee.

Background of the Conversion

The GP Board and the management of the Partnership (“Management”) have, from time to time, reviewed and evaluated the challenges raised by the Partnership’s master limited partnership (“MLP”) structure, including its impact on ongoing efforts to enhance value for the Partnership’s unitholders and increasing access to an expanded field of equity investors. These discussions have included the potential simplification of the Partnership’s structure and the conversion of the Partnership into a C-corporation. From time to time, the GP Board and Management also had informal discussions with financial and legal advisors regarding these potential strategic transactions and engaged in exploratory discussions and evaluations of the potential benefits of, and other considerations regarding, these transactions.

The discussions relating to the potential simplification of the Partnership’s structure and the Conversion were driven by the changing landscape for MLPs over the last decade. In particular, there has been a notable decline in the number of publicly listed MLPs, with combined sector market caps declining as MLPs have materially underperformed the broader market and industry benchmarks. As a result of the decline in investors’ interest in investments in MLPs, equity issuances to finance third-party merger and acquisition transactions, dropdowns, and organic growth opportunities have become challenging for many MLPs. Additionally, of the existing publicly listed MLPs, very few continue to have IDRs in their capital structure. The GP Board and Management were also aware that MLPs announcing conversions to C-corporations have generally received a consistent and materially positive response from investors, and the GP Board and Management discussed a range of benefits of a potential C-corporation conversion. These benefits included unlocking the full value of the Partnership and its subsidiaries, including MRL, providing the Partnership access to a broader investor base, the ability for the C-corporation’s stock to be included in certain stock indices, and the perceived governance benefits relative to MLP governance. From time to time, the GP Board and Management have received communications from unitholders expressing concerns over, among other things, the Partnership’s MLP structure and its impact on future growth, the Partnership’s limited equity trading activity, and the IDRs. At various times, the GP Board and Management also considered the available strategic alternatives related to MRL, and the

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impact that a simplification and/or conversion would have on such strategic alternatives. The GP Board and Management were focused on ensuring that the full value of the Partnership and MRL could be realized in the Partnership’s stock price.

On December 22, 2022, certain members of Management and the Sponsor Parties participated in a call to discuss, among other things, potential options for the Partnership’s structure, including maintaining the MLP structure, purchasing the IDRs with cash, or converting the IDRs to common units, and the potential benefits and considerations, including tax implications, of such options, with particular emphasis on increasing trading volume and value. Management and the Sponsor Parties discussed that a conversion to a C-corporation may be preferable long term versus converting the IDRs to common units.

On June 10, 2023, Management and certain of the Sponsor Parties visited MRL’s operations. Following the site visit, Management and The Heritage Group discussed the alternatives of retaining the MLP structure and eliminating the IDRs in exchange for the issuance of common units to the General Partner, and the expected value to the General Partner derived from IDR distributions in each such transaction based on different assumptions relating to a range of strategic alternatives and financial assumptions related to MRL.

On July 18, 2023, representatives of the standing Conflicts Committee contacted representatives of Hunton Andrews Kurth LLP (“Hunton AK”) to discuss its engagement by the Conflicts Committee regarding the Conflicts Committee’s consideration of an expected proposal to eliminate the IDRs and the 2% economic general partner interest in exchange for equity in the Partnership (the “Proposed Transaction”), given Hunton AK’s knowledge and experience with respect to MLPs and public merger and acquisition transactions and its familiarity with the Partnership and the industry in which it operates.

On July 27, 2023, the Conflicts Committee received a written proposal from the Sponsor Parties to cause the General Partner to eliminate the IDRs and convert the 2% economic general partner interest into a non-economic general partner interest in exchange for 15,000,000 common units. Such proposal did not include the Conversion. As of July 26, 2023, the last trading day prior to the July 27, 2023 proposal, the closing trading price of the common units was $16.44 per unit.

On July 31, 2023, the GP Board took action by written consent to appoint John G. Boss as a member of the Conflicts Committee, which already included Karen A. Twitchell, James S. Carter, and Daniel L. Sheets, and delegate to the Conflicts Committee the power to review and evaluate the Proposed Transaction, negotiate on behalf of the Partnership and the public unitholders with respect to the Proposed Transaction, determine whether the Proposed Transaction is in the best interests of the Partnership, determine whether to approve the Proposed Transaction by Special Approval pursuant to Section 7.9(a) of the Partnership Agreement, and make any recommendations to the GP Board regarding the Proposed Transaction. The GP Board also authorized the Conflicts Committee to retain any advisors, at the expense of the Partnership and the General Partner, as necessary in connection with its review and consideration of the Proposed Transaction.

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On August 1, 2023, at a regularly scheduled meeting of the GP Board, the GP Board and Management discussed potential strategic alternatives, including retaining the MLP structure and converting to a C-corporation, and the challenges related to each such alternative. As part of this discussion, Management noted current investors’ growing concern about the trading liquidity of the common units and unitholder concentration risk (both impacted by certain investors’ inability to invest in MLPs), the governance structure of the Partnership and the belief that MRL’s value was not appropriately reflected in the Partnership’s unit price. Additionally, Management noted current investors’ view that a catalyst (for example, a conversion to a corporation) was needed to increase unit price to fully reflect the underlying value of the Partnership and eliminate any perceived cap on the potential value of MRL.

On August 4, 2023, the Conflicts Committee held a video conference meeting that included representatives of Hunton AK to discuss the Conflicts Committee’s selection of a financial advisor to assist the Conflicts Committee in evaluating the Proposed Transaction. After having discussed several candidates prior to and during the meeting, the Conflicts Committee contacted representatives of Evercore and another firm to discuss the potential engagement as financial advisor to the Conflicts Committee in connection with the Proposed Transaction. The Conflicts Committee asked such firms to disclose any material relationships with the parties to the Proposed Transaction.

On August 7, 2023, the Conflicts Committee held separate video conference meetings with the financial advisor candidates that included representatives of Hunton AK. Evercore was selected by the Conflicts Committee because of its knowledge and familiarity with the Partnership and the industry in which it operates.

On August 10, 2023, the Conflicts Committee and the Partnership executed an engagement letter with Hunton AK.

On August 14, 2023, the Conflicts Committee held a video conference meeting with representatives of Evercore and Hunton AK in attendance. Representatives of Evercore reviewed with the Conflicts Committee the financial projections provided by Management and the anticipated diligence process for the Proposed Transaction. The Conflicts Committee then discussed with Evercore the assumptions underlying Management’s projections. The Conflicts Committee and representatives of Evercore discussed diligence to be requested from Management and the upcoming management presentations that Management had scheduled for the next few days to be presented to the Conflicts Committee and its advisors.

On August 16, 2023, at the request of the Conflicts Committee, Evercore sent Management a list requesting certain financial and other information relating to the Partnership and the Proposed Transaction.

On August 18, 2023, the Conflicts Committee held a video conference meeting with representatives of Management, Evercore, and Hunton AK in attendance. Members of Management presented pro forma financial models representing Management’s current outlook as of August 18, 2023, with respect to the Partnership as an MLP, which included cases identified by Management as a base case, an upside case, and a downside case. Following the discussion and Management’s presentation, the Conflicts Committee and representatives of Evercore asked Management to provide support for certain assumptions underlying Partnership’s financial models and discussed with Management, among other matters, the projections and the underlying assumptions regarding the Partnership’s financial models prepared by Management.

On August 21, 2023, the Conflicts Committee held a video conference meeting with representatives of Hunton AK in attendance. The Conflicts Committee discussed, among other matters, the August 18th meeting with Management and agreed that the Conflicts Committee should ask Evercore to request from Management certain financial models that would isolate the impact on the Partnership of certain underlying assumptions on the proposed number of common units into which the IDRs would be converted.

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On August 28, 2023, the Conflicts Committee held a video conference meeting with representatives of Management, Evercore, and Hunton AK in attendance. Management reviewed with the Conflicts Committee the tax assumptions underlying the Partnership’s financial models and the expected tax implications of the Proposed Transaction. Management and representatives of Hunton AK explained distributions of operating surplus and capital surplus under the Partnership Agreement and explained the resulting impact on the value of the IDRs that treatment of potential distributions as capital surplus would have as opposed to treatment of distributions as operating surplus.

On August 30, 2023, the Conflicts Committee and Evercore executed an engagement letter.

On August 30, 2023, the Conflicts Committee held a video conference meeting with representatives of Evercore in attendance at which the Conflicts Committee and representatives of Evercore discussed the tax assumptions included in the Partnership’s financial model and the potential tax impacts of the Proposed Transaction to the Partnership’s unitholders.

On September 6, 2023, the Conflicts Committee held a video conference meeting with representatives of Evercore and Hunton AK in attendance. At the request of the Conflicts Committee, Evercore reviewed and discussed its preliminary financial analysis with respect to the Partnership and the Proposed Transaction. Evercore offered to communicate certain additional diligence requests to Moelis, and to run additional sensitivity analyses with respect to certain assumptions underlying its financial analysis relating to, among other matters, projected cash flows of MRL’s business.

On September 11, 2023, the Conflicts Committee held a video conference meeting with representatives of Evercore and Hunton AK in attendance at which Evercore presented its sensitivity analyses, including on the potential value of the general partner interest and the IDRs, and related tax considerations. At the request of the Conflicts Committee, Evercore agreed to run an additional sensitivity analysis to account for a distribution coverage ratio.

On September 14, 2023, the Conflicts Committee held a video conference meeting with representatives of Evercore and Hunton AK in attendance at which Evercore presented its updated sensitivity analyses, including on the potential value of the general partner interest and the IDRs, and the Conflicts Committee approved a counterproposal providing for 5,000,000 non-cash paying Class B Units (as such term is defined in the Partnership Agreement) in the Partnership in exchange for the elimination of the IDRs and the conversion of the economic general partner interest into a non-economic general partner interest in the Partnership. This contrasted with the initial proposal from the Sponsor Parties of 15,000,000 common units, and no agreement to consummate the Conversion. The counterproposal contemplated that the Class B Units could convert into common units on a 1:1 basis upon the satisfaction of several conditions prior to December 31, 2027, including the completion of the hydraulic expansion of MRL’s business, achievement of the small refinery exemption result as contemplated in the Partnership’s financial models, successful funding under a loan currently under negotiation with the United States Department of Energy, and the consummation of the Conversion, or 3,000,000 common units effective January 1, 2028, if any of those conditions were not met. The counterproposal also contemplated that certain of the Sponsor Parties would retain certain governance rights in the Partnership. As of September 14, 2023, the last trading day prior to the Conflicts Committee’s counterproposal, the closing trading price of the common units was $19.66 per unit.

On September 15, 2023, representatives of Evercore contacted representatives of Moelis to communicate the Conflicts Committee’s counterproposal.

On September 18, 2023, the Conflicts Committee held a video conference meeting with representatives of Hunton AK in attendance. Representatives of Hunton AK reviewed and discussed with the Conflicts Committee its fiduciary duties and obligations under Delaware law and the Partnership Agreement, and responded to questions from members of the Conflicts Committee regarding the same.

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On October 23, 2023, the Conflicts Committee held a video conference meeting with representatives of Evercore and Hunton AK in attendance. Evercore began by summarizing its meeting with Moelis and KPMG LLP, tax advisor to the Sponsor Parties (“KPMG”), on October 20, 2023, at which Evercore, Moelis, and KPMG discussed the tax and distribution coverage ratio assumptions included in the Partnership’s financial model. The Conflicts Committee and representatives of Evercore agreed that Evercore would request updated financial projections as well as additional support for various assumptions included in the Partnership’s financial model. Representatives of Hunton AK then advised the Conflicts Committee on the implications of the C-corporation structure. On the same date, Evercore sent diligence requests to Moelis.

On October 30, 2023, Moelis sent Evercore responses to its diligence requests and communicated a revised proposal from the Sponsor Parties, which contemplated 7,500,000 common units, 2,500,000 warrants to purchase common units at an exercise price of $20.00 exercisable for a period of three years and certain governance rights in the Partnership for a to-be-negotiated period in exchange for the elimination of the IDRs and the conversion of the economic general partner interest into a non-economic general partner interest in the Partnership. The October 30th offer also contemplated the Conversion.

On November 3, 2023, the Conflicts Committee held a video conference meeting with representatives of Evercore and Hunton AK in attendance to discuss the Sponsor Parties’ October 30th proposal and Moelis’ responses to Evercore’s diligence requests. Representatives of Evercore explained that Management had provided updated financial projections and support for various assumptions included in the Partnership’s financial model, but Evercore needed to confirm with Moelis that the Conversion was included as an assumption underlying the October 30th offer to inform Evercore’s presentation on the revised offer. On the same day, Moelis confirmed that the Conversion was included as an assumption underlying the Sponsor Parties’ proposal. The Conflicts Committee, Evercore, and Hunton AK agreed to have a meeting on November 5th to receive and discuss Evercore’s presentation on the revised offer.

On November 5, 2023, the Conflicts Committee held a video conference meeting with representatives of Evercore and Hunton AK in attendance to discuss further the Sponsor Parties’ October 30th offer. Evercore explained that the October 30th offer presented by the Sponsor Parties contemplated the Conversion and that, in connection with announcing the Proposed Transaction, the Partnership would announce an agreement to commence the Conversion in the future. Evercore then reviewed and discussed its financial analysis with respect to the value of the common units and warrants to be exchanged for the IDRs and the Partnership’s economic general partner interest. Following Evercore’s presentation, the Conflicts Committee discussed the benefits of the governance rights contemplated in the offer, including adopting a more traditional governance structure relative to MLP governance that could be obtained in connection with a Conversion, and the number and exercise price of the warrants. During the meeting, and based upon additional financial analyses provided by Evercore, the Conflicts Committee determined to counter the Sponsor Parties’ offer with a proposal to offer 4,000,000 common units (with 2,000,000 common units issued immediately following the signing of the applicable definitive documents and the remaining 2,000,000 common units to be issued upon the Conversion), 4,000,000 warrants to purchase common units at an exercise price of $25.00 exercisable for a period of three years to be issued upon the Conversion, and the retention of certain governance rights in the Partnership in exchange for the elimination of the IDRs, the conversion of the Partnership’s economic general partner interest into a non-economic general partner interest in the Partnership, and the Conversion. On the same day, representatives of Evercore contacted representatives of Moelis to communicate the Conflicts Committee’s counterproposal. As of November 3, 2023, the last trading day prior to the Conflicts Committee’s November 5th counterproposal, the closing trading price of the common units was $13.92 per unit.

On November 7, 2023, Moelis communicated to Evercore a revised offer from the Sponsor Parties, which contemplated 5,500,000 common units and 2,500,000 warrants to purchase common units at an exercise price of $20.00 exercisable for a period of three years to be issued to the Sponsor Parties in exchange for the elimination of the IDRs, the conversion of the Partnership’s economic general partner interest into a non-economic general partner interest in the Partnership, and the Conversion. Pursuant to the November 7th counteroffer, none of the

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common units or warrants would be issued to the Sponsor Parties until the completion of the Conversion, and certain of the Sponsor Parties would retain certain governance rights in the newly formed C-corporation following the Conversion. As of November 6, 2023, the last trading day prior to the Sponsor Parties’ revised proposal, the closing trading price of the common units was $13.56 per unit.

Also on November 7, 2023, Gibson, Dunn & Crutcher LLP (“Gibson Dunn”), legal counsel to the Partnership, at the instruction of Management, sent to Kirkland & Ellis LLP (“Kirkland”), counsel to The Heritage Group, and Hunton AK a draft exchange agreement, which set forth the elimination of the IDRs and the conversion of the Partnership’s economic general partner interest into a non-economic general partner interest in the Partnership, and an initial draft of the restructuring agreement, which set forth the Conversion steps and the terms of the Conversion. Later that day, Gibson Dunn sent to Kirkland and Hunton AK a revised draft restructuring agreement that reflected all the transactions being negotiated between the Sponsor Parties and the Conflicts Committee.

On November 8, 2023, the Conflicts Committee held a video conference meeting with representatives of Evercore and Hunton AK in attendance to discuss the November 7th offer from the Sponsor Parties. Evercore discussed its financial analyses of the Proposed Transaction, including a valuation of the General Partner’s economic interests in the Partnership, including the IDRs, and current governance rights in the Partnership, and dilution to public unitholders of the Partnership resulting from the Proposed Transaction. Based on the additional financial analyses provided by Evercore, the Conflicts Committee determined to counter the Sponsor Parties’ November 7th offer with a proposal to offer 5,500,000 common units and 1,500,000 warrants to purchase common units at an exercise price of $20.00 exercisable within three years to be issued to the Sponsor Parties in exchange for the elimination of the IDRs and the conversion of the Partnership’s economic general partner interest into a non-economic general partner interest in the Partnership and the Conversion, such that each common unit representing a limited partnership interest in the Partnership would be converted upon consummation of the Conversion into the right to receive one share of New Calumet’s common stock. That same day, Evercore communicated the Conflicts Committee’s counterproposal to Moelis. As of November 7, 2023, the last trading day prior to the Conflicts Committee’s counterproposal, the closing trading price of the common units was $13.35 per unit.

Also on November 8, 2023, Moelis responded with a further counterproposal from the Sponsor Parties of 5,500,000 common units and 2,000,000 warrants to purchase common units with a three-year term and an exercise price of $20.00, which would be issued to the Sponsor Parties upon the completion of the Conversion, and the retention by certain of the Sponsor Parties of certain governance rights in the newly formed New Calumet. The counterproposal contemplated that New Calumet would be governed by a board of directors of nine directors, classified into three classes, and The Heritage Group and its affiliates would have the right to nominate three directors so long as they own at least 10% of the outstanding Common Stock. On the same day, Moelis further updated the counterproposal such that The Heritage Group and its affiliates would have the right to nominate three directors so long as they continue to own at least 15% of the outstanding Common Stock, which number would be reduced to two directors so long as they continue to own at least 10% and less than 15% of the outstanding Common Stock.

Between November 7 and 9, 2023, Gibson Dunn, Kirkland, and Hunton AK had multiple calls and email exchanges to negotiate and finalize the terms of the restructuring agreement and the parties’ respective disclosure schedules. The parties also exchanged several markups of the draft restructuring agreement.

On the morning of November 9, 2023, the Conflicts Committee held a video conference meeting, at which representatives of Evercore and Hunton AK were present, to discuss and, if appropriate, approve the transaction documents, including the final version of the restructuring agreement. Representatives of Hunton AK reviewed the efforts made by the Conflicts Committee regarding the Proposed Transaction, including the substantive work and the processes followed. Hunton AK then discussed with the Conflicts Committee the fiduciary duties of the Conflicts Committee with respect to the Proposed Transaction and reviewed the “Special Approval” standard

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under Partnership Agreement. Hunton AK then reviewed the material terms and provisions of the restructuring agreement and answered the questions of the Conflicts Committee regarding the same. Following an extensive discussion, representatives of Evercore delivered to the Conflicts Committee an oral opinion, confirmed by delivery of a written opinion dated November 9, 2023, to the effect that, as of November 9, 2023, and based upon and subject to the various assumptions, qualifications, and limitations set forth in Evercore’s opinion, the consideration to be issued to the Sponsor Parties in connection with the transactions contemplated by the restructuring agreement was fair, from a financial point of view, to the Partnership and the unitholders (other than the General Partner and the Sponsor Parties). The fairness opinion did not address the fairness of the Conversion to the Partnership or the holders of the common units. The Conflicts Committee then unanimously (i) determined that the Proposed Transaction and the transactions contemplated thereby were in the best interests of the Partnership and the unitholders (other than General Partner and the Sponsor Parties ), (ii) approved the restructuring agreement and the transactions contemplated thereby, including the Proposed Transaction, which constituted “Special Approval” under the Partnership Agreement, and (iii) recommended to the GP Board and the Partnership’s unitholders the approval of the restructuring agreement and the consummation of the transactions contemplated thereby, including the Proposed Transaction. As of November 8, 2023, the last trading day prior to the Conflicts Committee’s approval and recommendation, the closing trading price of the common units was $13.00 per unit.

At a meeting on November 9, 2023, the GP Board (acting based upon the Special Approval of the Conflicts Committee and the Conflicts Committee’s recommendation) unanimously determined that it was advisable and in the best interests of the General Partner and the Partnership for the General Partner and the Partnership to enter into the restructuring agreement and consummate the transactions contemplated thereby, including the Conversion.

Subsequently on November 9, 2023, the parties executed the restructuring agreement. The Partnership issued a press release announcing the restructuring agreement and the Proposed Transaction.

Following the execution of the restructuring agreement, the parties engaged in the preparation of the conversion agreement. On November 20, 2023, Gibson Dunn sent an initial draft of the conversion agreement to Kirkland. Between November 20, 2023 and February 5, 2024, Gibson Dunn, Kirkland and Hunton AK exchanged multiple markups of the draft conversion agreement and the exhibits to the conversion agreement and had multiple calls and email exchanges to negotiate and finalize the terms of the same.

On January 9, 2024, Gibson Dunn sent to Kirkland and Hunton AK a draft amendment to the restructuring agreement to reflect changes made in connection with the negotiation of the conversion agreement and its exhibits, including, among other things, modifications made to the ownership thresholds required for The Heritage Group to nominate directors and a reduction of the number of directors that The Heritage Group and its affiliates would have the right to nominate to the New Calumet Board from three to two. Between January 9, 2024 and February 2, 2024, the Conflicts Committee and the Sponsor Parties engaged in the negotiation of the amendment to the restructuring agreement. During such period, Gibson Dunn, Kirkland and Hunton AK had multiple calls and email exchanges to negotiate and finalize the terms of the amendment to the restructuring agreement and exchanged several markups of the same.

On January 25, 2024, the Conflicts Committee held a video conference meeting, at which representatives of Hunton AK were present, to discuss and, if appropriate, approve the First Amendment to the Restructuring Agreement, including the Proposed Transaction, and the Conversion Agreement, including the Conversion. Representatives of Hunton AK reviewed the material terms and provisions of the First Amendment to the Restructuring Agreement and the Conversion Agreement and answered questions regarding the same.

On February 2, 2024, Gibson Dunn, Kirkland and Hunton AK agreed on the proposed final versions of the amendment to the restructuring agreement, the conversion agreement, and the exhibits to the conversion agreement, subject to the approval by the Conflicts Committee, the GP Board, and the Sponsor Parties.

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On February 5, 2024, the Conflicts Committee unanimously (i) determined that the First Amendment to the Restructuring Agreement and the Conversion Agreement were fair and reasonable to the Partnership and the holders of common units (other than the General Partner and the Sponsor Parties), (ii) approved the First Amendment to the Restructuring Agreement, including the Proposed Transaction, and the Conversion Agreement (including all exhibits thereto), including the Conversion, and (iii) recommended to the GP Board and the unitholders, if submitted for Partnership unitholder approval, the approval of the First Amendment to the Restructuring Agreement, including the Proposed Transaction, and the Conversion Agreement, including the Conversion.

On February 8, 2024, the GP Board (acting based upon the Special Approval of the Conflicts Committee and the Conflicts Committee’s recommendation) unanimously approved the First Amendment to the Restructuring Agreement, the Conversion Agreement (including all exhibits thereto), and the transactions contemplated thereby, including the Conversion.

Opinion of Evercore—Financial Advisor to the Conflicts Committee

The Conflicts Committee retained Evercore to act as financial advisor to the Conflicts Committee in connection with evaluating the Proposed Transaction. On November 9, 2023, at a meeting of the Conflicts Committee and at the request of the Conflicts Committee, Evercore rendered its oral opinion to the Conflicts Committee that, as of November 9, 2023, and based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in its opinion, the Sponsor Consideration is fair, from a financial point of view, to the Partnership and the unitholders (other than the General Partner and the Sponsor Parties) (the “Public Unitholders”). Evercore subsequently confirmed its oral opinion in a written opinion dated November 9, 2023.

The full text of the written opinion of Evercore, dated as of November 9, 2023, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached hereto as Annex D to this proxy statement/prospectus. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Conflicts Committee in connection with its evaluation of the fairness of the Sponsor Consideration, from a financial point of view, to the Partnership and Public Unitholders, and did not address any other aspects or

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implications of the Conversion. Evercore’s opinion should not be construed as creating any fiduciary duty on Evercore’s part to any party and such opinion was not intended to be, and does not constitute, a recommendation to the Conflicts Committee or to any other persons in respect of the Conversion, including as to how any holder of common units should act or vote in respect of the Conversion, including the GP Merger or the Partnership Merger. The summary of the Evercore opinion set forth herein is qualified in its entirety by reference to the full text of the opinion included as Annex D.

In connection with rendering its opinion and performing its related financial analysis, Evercore, among other things:

For purposes of Evercore’s analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and did not assume responsibility or liability for any independent verification of such information), and had further relied upon the assurances of the management of the Partnership that they were not

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aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Calumet Financial Projections, Evercore assumed with the Conflicts Committee’s consent that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of the Partnership as to the future financial performance of the Partnership. Evercore expressed no view as to the Calumet Financial Projections or the assumptions on which they were based.

For purposes of Evercore’s analysis and opinion, Evercore assumed, in all respects material to its analysis, that the final executed Restructuring Agreement and such other documents relating to the Proposed Transaction would not differ from the draft Restructuring Agreement and such other documents reviewed by Evercore, that the representations and warranties of each party contained in the Restructuring Agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Restructuring Agreement and that all conditions to the consummation of the Proposed Transaction would be satisfied without waiver or modification thereof. Except as otherwise explicitly stated herein, Evercore assumed, in all respects material to its opinion, that the transactions contemplated by the Restructuring Agreement (including the execution, delivery and applicable approvals of the Conversion Agreement) would be consummated as contemplated in the Restructuring Agreement. Evercore assumed that any modification to the structure of the Proposed Transaction (including as may be set forth in the Conversion Agreement) would not vary in any respect material to its analysis. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Proposed Transaction would be obtained without any delay, limitation, restriction or condition that would have an adverse effect on the Partnership or the consummation of the Proposed Transaction or reduce the contemplated benefits of the Proposed Transaction to the Partnership or the Public Unitholders.

Evercore relied, at the direction of the Conflicts Committee, upon the assessment of the General Partner as to (i) the potential impact on the Partnership of market and other trends and prospects for, and governmental, regulatory and legislative matters relating to or otherwise affecting, the oil and gas, specialty products and renewable fuels industry, including commodity pricing and supply and demand for oil, gas, specialty products and renewable fuels, (ii) the potential impact of the Proposed Transaction on the operations, results and prospects of the Partnership, and (iii) existing and future contracts and relationships, agreements and arrangements with third parties that were necessary and desirable for the operation of the Partnership. Evercore undertook no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Partnership or its affiliates was or may be a party or is or may be subject. Evercore also assumed, and management of the General Partner had confirmed for Evercore, that there were no material changes in the liabilities, financial condition, results of operations, business or prospects of or relating to the Partnership since the date of the latest information relating to the Partnership made available to Evercore.

Evercore did not conduct a physical inspection of the properties or facilities of the Partnership and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Partnership, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of the Partnership under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to it as of the date of its opinion and financial, economic, market and other conditions as they exist and as can be evaluated on the date of its opinion. It is understood that subsequent developments may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the Partnership and the Public Unitholders, from a financial point of view, of the Sponsor Consideration. Evercore did not express any view on, and its opinion did not address, the fairness of the proposed transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of the Partnership, including as to the shares of common stock issued in exchange for common units in the Partnership Merger, nor as to the fairness of the amount or nature of any

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compensation to be paid or payable to any of the officers, directors or employees of the Partnership, or any class of such persons, whether relative to the Sponsor Consideration or otherwise. Evercore was not asked to, nor did Evercore express any view on, and its opinion did not address, any other term or aspect of the Restructuring Agreement or the Proposed Transaction, including, without limitation, the structure or form of the Proposed Transaction, or any term or aspect of any other agreement or instrument contemplated by the Restructuring Agreement or entered into or amended in connection with the Restructuring Agreement. Evercore’s opinion did not address the relative merits of the Proposed Transaction as compared to other business or financial strategies that might be available to the Partnership, nor did it address the underlying business decision of the Partnership to engage in the Proposed Transaction (including the effective conversion from a partnership to a C-corporation for tax purposes). Evercore’s opinion did not constitute a recommendation to the Conflicts Committee or to any other persons in respect of the Proposed Transaction, including as to how any holder of common units should vote or act in respect of the Proposed Transaction. Evercore did not express any opinion as to the prices at which the common units will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on the Partnership or the Proposed Transaction or as to the impact of the Proposed Transaction on the solvency or viability of the Partnership or the ability of the Partnership to pay its obligations when they come due (or with respect to the Common Stock or impacts on Calumet Corp.). Evercore expressed no view or opinion as to historical and projected distribution coverage ratios on common units or Common Stock, or the tax impact of the Proposed Transaction on any person or entity. Evercore’s opinion does not constitute a tax opinion and cannot be used by any taxpayer for the purpose of avoiding tax penalties. Evercore (i) made no conclusion on the valuation or pricing for tax purposes or the effects of federal income tax laws on any party and (ii) had assumed that the Partnership’s intended tax treatment of the Proposed Transaction would be respected. Each person should seek legal, regulatory, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the evaluation and impact of any transactions or matters described herein. Without limiting the generality of foregoing, Evercore’s opinion does not reflect the impact of any regulatory action, unasserted claims or litigation to which the General Partner, the Partnership or their respective affiliates may be subject in the future. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by the Partnership and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses performed by Evercore and reviewed with the Conflicts Committee on November 9, 2023 in connection with rendering Evercore’s opinion to the Conflicts Committee. Each analysis was provided to the Conflicts Committee. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. In connection with arriving at its opinion, Evercore considered all of its analyses as a whole, and the order of the analyses described and the results of these analyses do not represent any relative importance or particular weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on November 7, 2023, and is not necessarily indicative of current market conditions.

The following summary of financial analyses includes information presented in tabular format. These tables must be read together with the text of each summary in order to fully understand the financial analyses performed by Evercore. The tables alone do not constitute a complete description of the financial analyses performed by Evercore. Considering the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Evercore’s financial analyses.

Analysis of the Partnership

Assumptions with Respect to the Partnership

Evercore performed a series of financial analyses to derive indicative valuation ranges for the common units. Financial data for the Partnership utilized in the financial analyses described below were based upon,

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among other things, the unaudited, non-public financial projections for the Partnership prepared and furnished by management of the Partnership. A summary of the Calumet Financial Projections is set forth above. The Calumet Financial Projections were not adjusted by Evercore.

Sum-of-the-Parts Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of the Partnership based on a sum-of-the-parts approach valuing the cash flows of the distinct business segments of the Partnership including: (i) the Partnership’s Specialty Products and Solutions and Performance Brands Segments and the Great Falls specialty asphalt facility (collectively, “Legacy Calumet”) and (ii) the Great Falls renewable fuels business (collectively with Legacy Calumet, the “Business Segments”) to be received by the Partnership based on the Calumet Financial Projections during a five-year period. Evercore calculated the per unit value range for the common units by utilizing a range of discount rates based on Calumet’s Weighted Average Cost of Capital (“WACC”), as estimated by Evercore based on a theoretical Capital Asset Pricing Model (“CAPM”) and terminal values based on a range of estimated EBITDA multiples and perpetuity growth rates.

For the Partnership’s discounted cash flow analysis, Evercore assumed a range of discount rates of 9.5% to 10.5% based on the Partnership’s WACC and, for Legacy Calumet applied both a range of EBITDA multiples of 4.0x to 6.0x and a range of perpetuity growth rates of 0.0% to 1.0% to Legacy Calumet’s terminal period EBITDA and cash flows, respectively, and for MRL applied both a range of EBITDA multiples of 8.5x to 9.5x and a range of perpetuity growth rates of 1.5% to 2.5% to MRL’s terminal period EBITDA and cash flows, respectively, to derive a range of enterprise values. Such ranges of enterprise values were added together to derive a Partnership enterprise value and Evercore adjusted such enterprise values for preferred equity, noncontrolling interest, debt and cash as of December 31, 2023 and divided the resulting equity values by the number of common units outstanding as of December 31, 2023. Evercore noted the range of common unit values implied by the analyses to be $14.66 to $27.75.

Sum-of-the-Parts Peer Group Trading Analysis

Evercore performed a sum-of-the-parts peer group trading analysis of the Partnership utilizing the Calumet Financial Projections by reviewing and comparing the market values and trading multiples of the following publicly-traded entities that Evercore deemed to have certain characteristics that are similar to those of each Business Segment, including entities with refining, commodity chemicals, specialty chemicals, finished or branded products or clean fuels assets:

Independent Refiners:

Commodity Chemicals:

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Specialty Chemicals:

Finished / Branded Products:

Clean Fuels:

Although the peer group was compared to the Partnership and each Business Segment for purposes of this analysis, no peer group entity used in the analysis is identical or directly comparable to the Partnership or any of its Business Segments. In order to calculate peer group trading multiples, Evercore relied on publicly-available filings with the SEC, the European Securities and Markets Authority and equity research analyst estimates.

For the peer group entities, Evercore calculated the following trading multiples:

The median Enterprise Value to EBITDA trading multiples of the peer group entities are set forth below.

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The table below includes relevant multiple ranges selected by Evercore based on the resulting ranges of Enterprise Value to EBITDA multiples of the comparables and certain other considerations related to the specific characteristics of the Partnership and its Business Segments noted by Evercore:

After adjusting for preferred equity, noncontrolling interest, debt and cash as of December 31, 2023, and dividing by the number of common units outstanding as of December 31, 2023, Evercore determined an implied equity value per common unit range of $5.49 to $15.97.

Sum-of-the-Parts Precedent M&A Conversion Analysis

Evercore also performed precedent M&A transaction analyses to derive an indicative valuation range for the common units based on a sum-of-the-parts approach aggregating the enterprise values of the Business Segments of the Partnership.

Evercore reviewed transactions involving refineries announced since June 2015 and selected the below transactions although Evercore noted that none of the selected transactions were directly comparable to the Proposed Transaction and none of the entities that participated in the selected transactions were directly comparable to the Partnership or the Business Segments:

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected refinery transactions were 5.2x and 4.3x, respectively.

Evercore also reviewed transactions involving specialty / commodity chemicals announced since January 2015 and selected the below transactions although Evercore noted that none of the selected transactions were

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directly comparable to the Proposed Transaction and none of the entities that participated in the selected transactions were directly comparable to the Partnership or Legacy Calumet:

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected specialty / commodity chemicals transactions were 9.6x and 7.5x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 4.0x to 6.0x. Evercore then applied these ranges of selected multiples to 2025E EBITDA for Legacy Calumet.

Evercore also reviewed transactions involving renewable diesel assets announced since February 2022 and selected the below transactions although Evercore noted that none of the selected transactions were directly comparable to the Proposed Transaction and none of the entities that participated in the selected transactions were directly comparable to the Partnership or MRL:

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected precedent transactions were each equal to 9.7x.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 9.0x to 11.0x. Evercore then applied these ranges of selected multiples to 2025E EBITDA for MRL to derive an enterprise value and deducted the present value of 2024E and 2025E capital expenditures for MRL from the range of enterprise values to account for the capital expenditures required to achieve the 2025E MRL EBITDA.

Evercore aggregated the implied enterprise value ranges of each of the Business Segments as of December 31, 2025 and discounted such combined enterprise values at the midpoint of the Partnership’s WACC

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of 10.0% to derive a range of enterprise values. Evercore adjusted such enterprise values for preferred equity, noncontrolling interest, debt and cash as of December 31, 2023 and divided the result by the number of common units outstanding as of December 31, 2023, resulting in an implied equity value per Partnership common unit of $4.28 to $15.15.

Valuation of the Warrant Consideration

Evercore conducted an analysis of historical Calumet unit performance to derive an indicative valuation range for the warrants using Bloomberg’s Black-Scholes option pricing (OVME) model. Based on a historical volatility range of Calumet units and implied volatility of Calumet call options of 35.0% to 55.0%, combined with an assumed strike price of $20.00 per unit, Calumet’s current distribution yield of 0.0%, the warrant’s three-year tenor beginning December 31, 2023, and assumed dilution resulting from the warrants, Evercore implied a value of the warrant consideration of $4.0 million to $7.7 million.

Analysis of the Calumet GP Interest and Incentive Distribution Rights

Assumptions with Respect to the GP Interest and Incentive Distribution Rights

Evercore performed a series of analyses to derive indicative valuation ranges for the GP Interest and Incentive Distribution Rights (the “GP Interest / IDRs”). Evercore performed its analyses utilizing the Calumet Financial Projections.

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of the GP Interest / IDRs by valuing the cash flows to be received by the General Partner based on the Calumet Financial Projections during a five-year period. Evercore calculated the value range for the GP Interest / IDRs by utilizing a range of discount rates based on the General Partner’s cost of equity, as estimated by Evercore based on CAPM and historical unlevered beta premiums for publicly-traded general partners versus their underlying partnerships and terminal values based on a range of estimated multiples based on precedent transactions for GP Interests / IDRs.

Evercore assumed a range of discount rates of 15.0% to 16.0% based on the General Partner’s cost of equity and applied a range of terminal multiples of 7.0x to 9.0x to the General Partner’s terminal period GP Interest / IDR cash flows to derive a range of GP Interest / IDRs values. Evercore noted a range of values from $156 million to $201 million.

Precedent Conversion Analysis

Evercore also performed precedent transaction analyses to derive an indicative valuation range for the GP Interest / IDRs based on values paid for general partners as a percent of those general partners’ associated master limited partnership equity values in historical transactions.

Evercore reviewed transactions involving general partnerships since January 2015 where the general partner incentive distributions were in the lowest tier (i.e., 0.0% or 2.0%) and selected the below transactions, although Evercore noted that none of the entities that participated in the selected transactions were directly comparable to parties of this Proposed Transaction and none of the selected transactions were directly comparable to the Proposed Transaction:

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Evercore noted that the mean and median of the general partner value paid as a percent of the total associated master limited partnership equity value for the selected precedent transactions were equal to 6.7% and 6.4%, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied general partner values as a percent of total associated master limited partnership equity value of 5.0% to 12.5%. Evercore then applied these ranges of selected percentages to the Partnership’s market capitalization as of November 7, 2023. Evercore noted an implied GP Interest / IDRs value of $54 million to $136 million.

Dual Class Recapitalization Analysis

Evercore also performed precedent transaction analyses to derive an indicative valuation range for the value of the GP Interest / IDRs’ control of the Partnership based on implied premiums paid to high-vote class unitholders / stockholders in historical dual class recapitalizations.

Evercore reviewed transactions involving dual class recapitalizations since June 1997, although Evercore noted that none of the entities that participated in the selected transactions were directly comparable to parties of this Proposed Transaction and none of the selected transactions were directly comparable to the Proposed Transaction:

Based on Evercore’s review of the above precedent transactions, Evercore noted an median and average net value to high-vote class equity as a percentage of low-vote equity value of 3.6% and 4.1%, respectively and a median and average net value to high-vote class equity value as a percentage of total value of 3.1% and 3.5%, respectively.

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Applying a range of 3.0% to 4.0% of total value implied for control under the dual class recapitalization precedent transactions, Evercore noted an implied premium of $33 million to $43 million for the GP Interest / IDRs’ control value.

Consideration Summary

Evercore noted that the GP Interest / IDRs and the GP Interest / IDR’s control value of the Partnership range described above was at or above the implied value of the proposed Sponsor Consideration as of the date of its Opinion.

General

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by Evercore. In connection with the review of the Proposed Transaction, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion to the Conflicts Committee. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the Conversion Consideration. No company or partnership used in the above analyses as a comparison is directly comparable to the Partnership, and no precedent transaction used is directly comparable to the Proposed Transaction. Furthermore, Evercore’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the corporations or partnerships used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Partnership, the General Partner and their respective advisors.

Evercore prepared these analyses solely for the information and benefit of the Conflicts Committee and for the purpose of providing an opinion to the Conflicts Committee as to whether the Sponsor Consideration is fair, from a financial point of view, to the Partnership and the Public Unitholders. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates. The issuance of the opinion was approved by an opinion committee of Evercore.

Except as described above, the Conflicts Committee imposed no other instruction or limitation on Evercore with respect to the investigations made or the procedures followed by Evercore in rendering its opinion. The terms and conditions of the Conversion Documents and the related terms and conditions of the transaction were determined through negotiations between the Conflicts Committee and the General Partner. Evercore did not recommend any specific consideration to the Conflicts Committee or recommend that any specific consideration constituted the only appropriate consideration in the Proposed Transaction. Evercore’s opinion was only one of many factors considered by the Conflicts Committee in its evaluation of the Proposed Transaction and should not be viewed as determinative of the views of the Conflicts Committee with respect to the Proposed Transaction or the Conversion Consideration.

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Under the terms of Evercore’s engagement letter with the Partnership and the Conflicts Committee, the Partnership and Conflicts Committee agreed to pay Evercore a fee of $1,250,000 upon rendering its opinion and a closing fee of $250,000 upon closing of the Proposed Transaction. Evercore also received a retainer fee of $500,000 upon execution of its engagement letter with the Partnership and the Conflicts Committee, which was creditable against the fee payable upon rendering Evercore’s opinion. In addition, the Partnership has agreed to reimburse Evercore for certain reasonable out-of-pocket expenses (including legal fees, expenses and disbursements) incurred in connection with its engagement and to indemnify Evercore and any of its members, partners, officers, directors, advisors, representatives, employees, agents, affiliates or controlling persons, if any, against certain liabilities and expenses arising out of its engagement, or to contribute to payments which any of such persons might be required to make with respect to such liabilities. Evercore’s engagement letter with the Partnership and the Conflicts Committee includes a consent to reproduce Evercore’s opinion in full, together with a summary of such opinion and the related analysis, in certain SEC filings related to the Proposed Transaction, including this proxy statement/prospectus.

During the two-year period prior to the date hereof, Evercore and its affiliates have not been engaged to provide financial advisory or other services to the Partnership or the General Partner or their affiliates and Evercore has not received any compensation from the Partnership or the General Partner or their affiliates during such period. Evercore and its affiliates may provide financial advisory or other services to the Partnership and the General Partner or their affiliates in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to the Partnership and/or any of its affiliates or persons that are competitors, customers or suppliers of the Partnership and/or any of its affiliates.

Reasons for the Conflicts Committee’s Special Approval

After careful consideration, the Conflicts Committee, by a unanimous vote of its members, at a meeting held on November 9, 2023 and via email on February 5, 2024, determined that the Restructuring Agreement, the Conversion Agreement and the transactions contemplated thereby, including the Conversion, are advisable and in the best interests of the Partnership and the Public Unitholders and unanimously recommended to the GP Board approval of the same and the execution, delivery and performance of the Restructuring Agreement, the Conversion Agreement and the transactions contemplated thereby, including the Conversion. In evaluating the Conversion, the Conflicts Committee consulted with the Partnership’s senior management and the Conflicts Committee’s legal and financial advisors and, in reaching its decision, the Conflicts Committee considered a number of factors that the Conflicts Committee believed supported its decision, including the following material factors:

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The Conflicts Committee also considered, and balanced against the potential benefits, various risks and other potentially negative factors concerning the Restructuring Agreement, including the following:

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The Conflicts Committee concluded that the potentially negative factors associated with the Conversion were outweighed by the potential benefits that it expected the Public Unitholders would achieve as a result of the Conversion. Accordingly, the Conflicts Committee unanimously determined that the Restructuring Agreement, including the Proposed Transaction, and the Conversion Agreement, including the Conversion, are in the best interests of the Partnership and the Public Unitholders, and unanimously recommended to the GP Board the execution, delivery and performance of the Restructuring Agreement, including the Proposed Transaction, and the Conversion Agreement, including the Conversion.

The foregoing discussion of the information and factors considered by the Conflicts Committee includes all of the material factors considered by the Conflicts Committee, but it is not intended to be exhaustive and may not include all of the factors considered by the Conflicts Committee. In view of the wide variety of factors considered in connection with its evaluation of the Conversion and the complexity of these matters, the Conflicts Committee did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors in its determination to recommend the approval of the Restructuring Agreement and the transactions contemplated thereby, including the Conversion. In addition, individual members of the Conflicts Committee may have given weights to different factors.

This explanation of the Conflicts Committee’s reasons for the Conversion and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described under “Cautionary Statement Regarding Forward-Looking Statements.”

Recommendation of the GP Board and Reasons for the Conversion

The GP Board (acting based upon the Special Approval of the Conflicts Committee and the Conflicts Committee’s recommendation) has unanimously determined that it is advisable and in the best interests of the Partnership for the Partnership to enter into the Restructuring Agreement and the Conversion Agreement and, in each case, consummate the transactions contemplated thereby, including the Conversion, and unanimously recommended that the Partnership unitholders vote in favor of the approval of the Conversion Agreement and the transactions contemplated thereby, including the Mergers, and other proposals related to the Conversion.

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In reaching its determination and recommendation, the GP Board considered the following factors, the order of which does not necessarily reflect their relative significance:

The foregoing discussion of the information and factors considered by the GP Board is not intended to be exhaustive, but includes material factors the GP Board considered. In view of the variety of factors considered in connection with its evaluation of the Conversion and the complexity of these matters, the GP Board did not find

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it useful and did not attempt to quantify or assign any relative or specific weights to the various factors considered in making its determination and approving the transactions. In addition, each of the members of the GP Board may have given differing weights to different factors. Overall, the GP Board believed that the positive factors supporting the Restructuring Agreement and the Conversion Agreement and the transactions contemplated thereby, including the Conversion, outweighed the negative factors considered by the GP Board.

The explanation of the reasoning of the GP Board and certain information presented in this section are forward-looking in nature and, therefore, the information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

The GP Board has unanimously recommended that the unitholders vote FOR the Conversion Proposal and FOR the Board Classification Proposal.

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No Appraisal Rights

No dissenters’ rights or appraisal rights are or will be available to unitholders with respect to the Partnership Merger or the GP Merger or the other transactions contemplated by the Conversion Agreement.

Antitrust and Regulatory Matters

The completion of the Conversion is subject to antitrust review in the United States. Under the HSR Act and the rules promulgated thereunder, the Conversion cannot be completed until the parties have submitted premerger notification and report forms to the FTC and the DOJ, and the applicable waiting period has expired or has been terminated.

Listing of New Calumet Common Stock

It is a condition to the consummation of the Conversion that the common stock issuable in the Mergers be approved for listing on Nasdaq, subject to official notice of issuance. The common stock is expected to trade on Nasdaq under the symbol “CLMT.” Upon consummation of the Partnership Merger, the common units currently listed on Nasdaq will cease to be listed on Nasdaq and will be subsequently deregistered under the Exchange Act.

Deregistration and Delisting of the Units

Upon consummation of the Partnership Merger, the former unitholders will become stockholders of New Calumet, and their rights as stockholders will be governed by Delaware law and by New Calumet’s amended and restated certificate of incorporation and amended and restated bylaws that will be in effect upon consummation of the Conversion. The Partnership intends to cease filing periodic reports pursuant to the Exchange Act with the SEC following deregistration of its common units, pursuant to securities laws requirements, with New Calumet becoming the successor registrant.

Accounting Treatment of the Mergers

The Mergers will be accounted for as equity transactions among the owners of New Calumet using historical cost accounting with no gain or loss being recognized.

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Interests of Certain Persons in the Conversion

In considering the recommendations of the GP Board, unitholders should be aware that some of the executive officers and directors of the General Partner have interests in the Conversion that may differ from, or may be in addition to, the interests of unitholders generally. These interests include:

Continuing Board and Management Positions

Upon consummation of the Conversion, the New Calumet Board will consist of 10 directors, all of which will initially be designated by The Heritage Group, divided into three classes. The members of each class will serve staggered, three-year terms (other than with respect to the initial terms of the Class I and Class II directors, which will be one and two years, respectively). Upon the expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual meeting of stockholders in the year in which their term expires. Following the completion of this offering:

If any of the designees to the New Calumet Board identified above are not able or willing to serve as a director at the time of the consummation of the Conversion, The Heritage Group will determine a replacement. After the consummation of the Conversion, each director of New Calumet will serve as a director until such person’s successor is elected or, if earlier, until such director dies, resigns or is removed in accordance with New Calumet’s organizational documents and applicable law.

The designees to the New Calumet Board identified above have indicated that they intend to vote all common units held by them or over which they have control in favor of approval and adoption of the Conversion Agreement and the transactions contemplated by the Conversion Agreement.

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The Partnership and New Calumet expect that that the existing management team will stay in place after the Conversion. For information regarding the people expected to be officers of New Calumet upon the consummation of the Conversion, see “Management of the Partnership.”

Indemnification; Directors’ and Officers’ Insurance

The Restructuring Agreement provides that the Sponsor Parties will cause New Calumet to honor all rights to indemnification, advancement of expenses, elimination of liability and exculpation from liabilities for acts or omissions occurring at or prior to the effective time of the GP Merger (including the transactions contemplated by the Restructuring Agreement) in favor of persons who are or have been directors and officers of Partnership Entities prior to such effective time as provided in the organizational documents of the Partnership Entities. The Sponsor Parties will for a period of six years following the effective time of the GP Merger, ensure that the organizational documents of New Calumet (or its successor entities) contain provisions substantially no less advantageous regarding the indemnification, elimination of liability, advancement of expenses and exculpation of their present and former directors and officers (among others) than are set forth in the organizational documents of the Partnership Entities as of the date of the Restructuring Agreement.

In addition, for a period of at least six years from and after the effective time of the GP Merger, the Sponsor Parties will cause New Calumet to maintain for the benefit of the directors and officers of the Partnership Entities, as of such effective time, an insurance and indemnification policy covering events occurring prior to such effective time that is not less favorable in the aggregate than the existing policies of the Partnership Entities or, if such substantially equivalent insurance coverage is unavailable, the best coverage that is reasonably available, so long as the annual cost of such coverage does not exceed 300% of the current annual premium paid by the Partnership Entities for such purpose; provided, that if the cost of such insurance coverage exceeds such amount, New Calumet will obtain a policy with the greatest coverage available for a cost not exceeding such amount. As an alternative, prior to the effective time of the GP Merger, the Sponsor Parties may elect to cause the Partnership to purchase a “tail policy” with respect to acts or omissions occurring or alleged to have occurred prior to the effective time of the GP Merger that were committed or alleged to have been committed by the directors and officers of the Partnership Entities, and the Partnership will not spend more than an amount equal to 300% of the current annual premiums paid by the Partnership Entities for such purpose.

No Severance Payments

No executive officer of the Partnership or New Calumet is entitled to or will receive any severance payments in connection with the Conversion.

Treatment of the Partnership Equity Awards

Pursuant to the Conversion Agreement, at the effective time of the Partnership Merger, each outstanding Partnership Phantom Unit Award will be converted into an award of New Calumet RSUs relating to a number of common stock equal to the product of (a) the number of common units subject to such Partnership Phantom Unit Award as of immediately prior to the effective time of the Partnership Merger, multiplied by (b) the exchange ratio, on substantially the same terms and conditions as were applicable to such Partnership Phantom Unit Award, including payment timing provisions, the form of settlement (i.e., cash or equity-based) and dividend equivalent rights, as applicable.

Security Ownership of Directors and Executive Officers

Nearly all of the directors and executive officers of the General Partner beneficially own common units and will receive shares of common stock upon consummation of the Conversion. The following table sets forth the beneficial ownership of each person who beneficially owns 5% or more of the Partnership’s outstanding common units, the directors and executive officers of the General Partner in (i) common units prior to the Conversion and (ii) common stock after giving effect to the Conversion, in each case as of February 28, 2024.

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