卡路美 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year endedDecember31,2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACTOF 1934 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.☒Yes☐No Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.☐Yes☒No Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required tofile such reports) and (2)has been subject to such filing requirements for the past 90days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12months (or for suchshorter period that the registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. Largeacceleratedfiler☒Non-accelerated filer☐ Accelerated filer☐Smaller Reporting Company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section13(a)of the ExchangeAct.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).☐Yes☒No The aggregate market value of the common units held by non-affiliates of the registrant was approximately $1.0billion onJune28, 2024, based on $16.05 per unit, the closing price of the common units as reported on the Nasdaq Global SelectMarket on such date. On February 28, 2025, there were86,207,118common shares outstanding. DOCUMENTS INCORPORATED BY REFERENCENONE. CALUMET, INC.FORM10-K— 2024 ANNUAL REPORT Table of Contents PARTI Items 1 and2Business and PropertiesItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem 1C.Cybersecurity 5284848 Item3.Legal Proceedings49Item4.Mine Safety Disclosures49 PARTII Item5.Market for Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities50Item6.[Reserved]50Item7.Management’s Discussion and Analysis of Financial Condition and Resultsof Operations51Item7A.Quantitative and Qualitative Disclosures About Market Risk72Item8.Financial Statements and Supplementary Data75Item9.Changes in and Disagreements With Accountants on Accounting andFinancial Disclosure133Item9A.Controls and Procedures133Item9B.Other Information135Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections135 PARTIII Item10.Directors, Executive Officers and Corporate Governance136Item11.Executive and Director Compensation137Item12.Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters137Item13.Certain Relationships and Related Transactions and Director Independence137Item14.Principal Accounting Fees and Services138 PARTIV Item15.Exhibits139Item16.Form10-K Summary144 FORWARD-LOOKING STATEMENTS This Annual Report on Form10-K (this “Annual Report”) includes certain “forward-lookingstatements.” 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 statements regarding (i)demand for finishedproducts in markets we serve; (ii)estimated capital expenditures as a result of required audits orrequired operational changes or other environmental and regulatory liabilities; (iii)our a