What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-02 compared with 2022-03-01 · 93 added, 101 removed, 829 unchanged (19% of the section changed)

59 unchanged sentences

Booth 53 Executive Vice President, Chief Legal Officer, General Counsel and Secretary

57 Vice President and Chief Financial Officer

58 Executive Vice President and Chief Financial Officer

Shoup 62 Senior Vice President of Operations

8 unchanged sentences

Martin was selected to serve as a director on our general partner's board of directors due to his depth of knowledge of the Partnership, including its strategies and operations and his business judgment and his previous experience as Chief Executive Officer of the Partnership.

Bondurant was appointed to President and Chief Executive Officer of our general partner effective January 1, 2021.

Prior to this position, Mr.

Bondurant serves as President and Chief Executive Officer of our general partner.

Prior to being appointed to this position effective January 1, 2021, Mr.

Bondurant served as Executive Vice President and Chief Financial Officer and has served on the board of directors since 2014.

18 unchanged sentences

Booth is an attorney licensed to practice in the State of Texas.

Taylor was appointed to Vice President and Chief Financial Officer of our general partner effective January 1, 2021.

Prior to this position, Ms.

Taylor serves as Executive Vice President and Chief Financial Officer of our general partner.

Prior to being appointed to this position on January 1, 2021, Ms.

Taylor served as Director of Finance and Head of Investor Relations since March 2018.

48 unchanged sentences

All directors then in office attended each of these meetings, either in person or by teleconference.

Additionally, the board of directors undertook action one time during 2021 without a meeting by acting through written unanimous consent.

Additionally, the board of directors undertook action three times during 2022 without a meeting by acting through written unanimous consent.

We have standing conflicts, audit, compensation and nominating committees of the board of directors of our general partner.

28 unchanged sentences

The primary responsibility of the Compensation Committee is to oversee compensation decisions for the outside directors of our general partner and executive officers of our general partner (in the event they are to be paid by our general partner) as well as our long-term incentive plans.

Nominating Committee (2 meetings).

Nominating Committee (1 meeting).

The members of the Nominating Committee are Messrs.

96 unchanged sentences

Bondurant, the President and Chief Executive Officer of our general partner, Ms.

Taylor, a Vice President and Chief Financial Officer of our general partner, Mr.

Taylor, an Executive Vice President and Chief Financial Officer of our general partner, Mr.

Randall Tauscher, an Executive Vice President and Chief Operating Officer of our general partner, Mr.

101 unchanged sentences

2020 $ 336,000 $ 100,000 $ — $ — $ 436,000

Taylor, Vice President and Chief Financial Officer (b) 2021 $ 165,000 $ — $ — $ 131,200 $ 296,200

Taylor, Executive Vice President and Chief Financial Officer (b) 2022 $ 189,000 $ — $ — $ 185,500 $ 374,500

2021 $ 165,000 $ — $ — $ 131,200 $ 296,200

6 unchanged sentences

2020 $ 372,000 $ — $ — $ — $ 372,000

(a) On July 21, 2021, the Compensation Committee approved forms of time-based award agreements for phantom units and phantom unit appreciation rights, both of which awards vest in full on the third anniversary of the grant date, or July 21, 2024.

(a) On each of April 20, 2022 and July 21, 2021, the Compensation Committee approved forms of time-based award agreements for phantom units and phantom unit appreciation rights, both of which awards vest in full on the third anniversary of the grant date, or July 21, 2025 and July 21, 2024, respectively.

The grant date value of a phantom unit under a phantom unit appreciation right award is equal to the average of the closing price for a common unit during the 20 trading days immediately preceding the grant date of the award.

1 unchanged sentence

Taylor became Vice President and Chief Financial Officer and a Named Executive Officer effective January 1, 2021.

Name and Award Type Grant Date All Other Stock Awards:

Number of Shares of Stock or Units (#) (a) All Other Option Awards:

Number of Securities Under-lying Options (#)(b)

Exercise or Base Price of Option Awards ($/Unit) Grant Date Fair Value of Stock and Option Awards ($) (c)

Phantom Units 04/20/2022 20,000 — $ 112,000

Phantom Unit Appreciation Rights 04/20/2022 125,000 $ 4.55 $ 131,250

Phantom Units 04/20/2022 20,000 — $ 112,000

Phantom Unit Appreciation Rights 04/20/2022 100,000 $ 4.55 $ 105,000

Phantom Units 04/20/2022 20,000 — $ 112,000

Phantom Unit Appreciation Rights 04/20/2022 70,000 $ 4.55 $ 73,500

Phantom Units 04/20/2022 20,000 — $ 112,000

Phantom Unit Appreciation Rights 04/20/2022 70,000 $ 4.55 $ 73,500

Phantom Units 04/20/2022 10,000 — $ 56,000

Phantom Unit Appreciation Rights 04/20/2022 35,000 $ 4.55 $ 36,750

(a) This column includes the number of time-based phantom units granted to our named executive officers in 2022.

These awards vest in full on July 21, 2025.

(b) This column includes the number of time-based phantom unit appreciation rights granted to our named executive officers in 2022.

These awards vest in full on July 21, 2025.

(c) Amounts in this column reflect the grant date fair value of time-based phantom units and phantom unit appreciation rights granted to our named executive officers in 2022 and are determined in accordance with FASB ASC Topic 718.

The grant date fair value of the phantom units is $5.60 and the grant date fair value of the phantom unit appreciation rights is $1.05.

GRANTS OF PLAN-BASED AWARDS

25 unchanged sentences

Market Value of Shares or Units of Stock That Have Not Vested ($)(b)

Phantom Units — — — 40,000 $ 106,400

Phantom Unit Appreciation Rights — 150,000 $ 2.92 N/A

Phantom Units — — — 40,000 $ 106,400

Phantom Unit Appreciation Rights — 125,000 $ 2.92 N/A

Phantom Units — — — 40,000 $ 106,400

Phantom Unit Appreciation Rights — 80,000 $ 2.92 N/A

Phantom Units — — — 40,000 $ 106,400

Phantom Unit Appreciation Rights — 100,000 $ 2.92 N/A

Phantom Units — — — 20,000 $ 53,200

Phantom Unit Appreciation Rights — 40,000 $ 2.92 N/A

(a) Vests in full on July 21, 2024.

(b) The market value of unvested phantom units is calculated by multiplying the number of unvested phantom units held by the NEOs by the closing price of our common stock on December 31, 2021, which was $2.66.

Because our closing stock price on December 31, 2021 was less than the strike price of the phantom unit appreciation rights, a $0 market value was included for the unvested phantom unit appreciation rights.

Phantom Units - 2021 Award — — — 40,000 $ 106,400

Phantom Units - 2022 Award — — — 20,000 $ 60,000

Phantom Unit Appreciation Rights - 2021 Award — 150,000 $ 2.92 N/A $ 12,000

Phantom Unit Appreciation Rights - 2022 Award — 125,000 $ 4.55 N/A

Phantom Units - 2021 Award — — — 40,000 $ 106,400

Phantom Units - 2022 Award 20,000 $ 60,000

Phantom Unit Appreciation Rights - 2021 Award — 125,000 $ 2.92 N/A $ 10,000

Phantom Unit Appreciation Rights - 2022 Award 100,000 $ 4.55 N/A

Phantom Units - 2021 Award — — — 40,000 $ 106,400

Phantom Units - 2022 Award 20,000 $ 60,000

Phantom Unit Appreciation Rights - 2021 Award — 80,000 $ 2.92 N/A $ 6,400

Phantom Unit Appreciation Rights - 2022 Award 70,000 $ 4.55 N/A

Phantom Units - 2021 Award — — — 40,000 $ 106,400

Phantom Units - 2022 Award 20,000 $ 60,000

Phantom Unit Appreciation Rights - 2021 Award — 100,000 $ 2.92 N/A $ 8,000

Phantom Unit Appreciation Rights - 2022 Award 70,000 $ 4.55 N/A

Phantom Units - 2021 Award — — — 20,000 $ 53,200

Phantom Units - 2022 Award 10,000 $ 30,000

Phantom Unit Appreciation Rights - 2021 Award — 40,000 $ 2.92 N/A $ 3,200

Phantom Unit Appreciation Rights - 2022 Award 35,000 $ 4.55 N/A

(a) The 2021 Award vests in full on July 21, 2024 and the 2022 Award vests in full on July 21, 2025.

Because our closing stock price on December 31, 2022 was less than the strike price of the phantom unit appreciation rights 2022 award, a $0 market value was included for the unvested phantom unit appreciation rights.

EQUITY VESTED TABLE FOR THE YEAR ENDED DECEMBER 31, 2022

4 unchanged sentences

Tauscher — $ —

Taylor (b) — $ —

Booth 6,667 $ 16,067

Shoup 2,667 $ 6,427

(a) As of December 31, 2022 , there were no outstanding awards under the 2017 LTIP for the Named Executive Officers.

(b) The 2021 vesting amounts of the awards granted under the 2017 LTIP are not included for Sharon L.

Taylor because the grant of the restricted units under the 2017 LTIP occurred prior to Ms.

Taylor becoming Vice President and Chief Financial Officer and a Named Executive Officer effective January 1, 2021.

Director Compensation

15 unchanged sentences

See Note 16 included in Item 8 herein for the assumptions made in our valuation of such awards.

(b) On February 22, 2021, the Partnership issued 14,056 restricted common units to each of three independent directors, C.

(b) In February 2022, the Partnership issued 11,400 TBRUs to each of the Partnership's three independent directors, C.

Scott Massey, Byron R.

Kelley, and James M.

Collingsworth under our 2017 LTIP.

These restricted common units vest in equal installments of 3,514 units on January 24, 2022, 2023, 2024 and 2025, respectively.

Collingsworth under the 2017 LTIP.

These restricted common units vest in equal installments of 2,850 units on January 24, 2023, 2024, 2025, and 2026.

In April 2022, the Partnership issued 4,600 TBRUs to each of the Partnership's three independent directors under the 2017 LTIP.

These restricted common units vest in equal installments of 1,150 units on January 24, 2023, 2024, 2025, and 2026.

In calculating the fair value of the award, we multiplied the closing price of our common units on the NASDAQ on the date of grant by the number of restricted common units granted to each director.

23 unchanged sentences

7,216,779 18.5%

Senterfitt Holdings Inc.

3,025,445 7.8%

9,290,016 23.9%

Bondurant 132,337 —%

21 unchanged sentences

have been pledged as security to a third party to secure payment for a loan made by such third party.

Martin is the sole shareholder and sole director and has sole voting and investment power of Senterfitt Holdings Inc., and as such may be deemed to beneficially own the common units held by Senterfitt Holdings Inc.

(i) 150,039 common units held of record directly by Mr.

33 unchanged sentences

As a result, the Martin ESOP Co-Trustees may be deemed to be the beneficial owner of the securities held by such trust;

thus, the number of shares of common stock reported herein as beneficially owned by the Martin ESOP Co-Trustees includes the 16,003 shares owned by such trust.

thus, the number of shares of common stock reported herein as beneficially owned by the Martin ESOP Co-Trustees

includes the 14,829 shares owned by such trust.

The Martin ESOP Co-Trustees disclaim beneficial ownership of these 16,003 shares.

111 unchanged sentences

Diesel Fuel Terminal Services Agreement.

Effective January 1, 2016, we entered into a second amended and restated terminalling services agreement under which we provide terminal services to Martin Resource Management Corporation for marine fuel distribution.

At such time, the per gallon throughput fee we charged under this agreement was increased when compared to the previous agreement and may be adjusted annually based on a price index.

This agreement was further amended on April 1, 2019 and January 1, 2020 to modify its minimum throughput requirements and throughput fees.

The term of this agreement is currently evergreen and it will continue on a month to month basis until terminated by either party by giving 60 days’ written notice.

Effective October 1, 2022, The Partnership entered into a third amended and restated terminalling services agreement under which it provides terminal services to Martin Energy Services LLC (“MES”), a wholly owned subsidiary of Martin Resource Management Corporation, for fuel distribution utilizing marine shore based terminals owned by the Partnership.

This agreement amended the existing arrangement between the Partnership and MES by eliminating any minimum throughput volume requirements and increasing the per gallon throughput fee.

The term of this agreement expires on December 31, 2023 but will continue on a year to year basis until terminated by either party by giving at least 90 days’ written notice prior to the end of any term.

Miscellaneous Terminal Services Agreements.

20 unchanged sentences

Further, certain capital improvements, to the extent requested by Cross, are reimbursed through a capital recovery fee.

All of these fees (other than the fuel surcharge ) are subject to escalation annually based upon two-thirds of any increase in the Consumer Price Index for a specified annual period.

In no event shall the fees charged under the agreement ever decrease below the amounts which existed as of October 20, 2021.

All of these fees (other than the fuel surcharge) are subject to escalation annually based upon the greater of 3% or the increase in the Consumer Price Index for a specified annual perio d .

Other Miscellaneous Agreements.

1 unchanged sentence

Other Related Party Transactions

Transfers of Assets Between Entities Under Common Control

Acquisition of Martin Transport, Inc.

On January 2, 2019, we acquired all of the issued and outstanding equity interests of MTI from Martin Resource Management Corporation for a purchase price of $135.0 million.

MTI operates a fleet of trucks providing transportation of petroleum products, liquid petroleum gas, chemicals, sulfur and other products, as well as owns 24 terminals located throughout the U.S.

Gulf Coast and Southeastern U.S..

The excess of the purchase price over the carrying value of the assets of $102.4 million was recorded as an adjustment to "Partners' capital." The stock purchase agreement also includes a $10.0 million earn-out based on certain performance thresholds.

The performance threshold related to financial results for the years ended December 31, 2020 and 2019 was not achieved, which resulted in a reduction in the potential earn-out by $6.7 million.

For the year ended December 31, 2021, the performance threshold related to financial results was exceeded, resulting in an earn-out payment of $1.3 million, which, pursuant to the terms of the stock purchase agreement, will be paid in the second quarter of 2022.

The earn-out payment was recorded as additional excess purchase price over the historical carrying value of the assets, resulting in an adjustment to "Partners' capital (deficit)" of $1.3 million.

East Texas Mack Leases.

1 unchanged sentence

Certain of our directors and officers are owners of East Texas Mack, including entities affiliated with Ruben Martin, who owns approximately 46% of the issued and outstanding stock of East Texas Mack.

Amounts paid to East Texas Mack for tractor and trailer lease payments and lease residuals for the fiscal years ended December 31, 2021, 2020 and 2019 were approximately $1.1, $0.7 and $0.9, respectively.

Amounts paid to East Texas Mack for tractor and

trailer lease payments and lease residuals for the fiscal years ended December 31, 2022, 2021 and 2020 were approximately $1.9, $1.1 and $0.7, respectively.

Consulting Services Agreement .

The Operating Partnership is a party to the Consulting Services Agreement.

Pursuant to the terms of the Consulting Services Agreement, Ruben S.

Martin has agreed to provide business and strategic development support to the Operating Partnership, and the Operating Partnership has agreed to pay Mr.

Martin $0.3 million per year for such services, which amount was paid to Mr.

Martin for each of the fiscal years ended December 31, 2022 and 2021.

The Consulting Services Agreement expired on December 31.

Miscellaneous

16 unchanged sentences

Total fees $ 1,333,100 $ 1,174,000

(1) 2021 audit fees include fees for the annual financial statement audit, audit of internal controls over financial reporting, and interim reviews included in our quarterly reports on Form 10-Q.

2020 audit fees include fees for the annual financial statement audit and interim reviews of the financial statements included in our quarterly reports on Form 10-Q.

(1) 2022 and 2021 audit fees include fees for the annual financial statement audit, audit of internal controls over financial reporting, and interim reviews included in our quarterly reports on Form 10-Q.

In both periods these amounts also include fees related to services in connection with transactions, regulatory filings, and consents.

34 unchanged sentences

000-50056), filed October 29, 2014, and incorporated herein by reference).

4.1 Indenture (including form of 11.50% Senior Secured Second Lien Notes due 2025), dated as of August 12, 2020, by and among the Partnership, Martin Midstream Finance Corp., the Guarantors named therein, U.S.

Bank National Association as trustee, and U.S.

Bank National Association as collateral trustee (filed as Exhibit 4.2 to the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed August 12, 2020 and incorporated herein by reference).

4.2 Indenture (including form of 10.00% Senior Secured 1.5 Lien Notes due 2024), dated as of August 12, 2020, by and among the Partnership, Martin Midstream Finance Corp., the Guarantors named therein, U.S.

Bank National Association as trustee, and U.S.

Bank National Association as collateral trustee (filed as Exhibit 4.3 to the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed August 12, 2020 and incorporated herein by reference).

4.3* Description of Securities

10.1 Third Amended and Restated Credit Agreement, dated March 28, 2013, among the Partnership, the Operating Partnership, Royal Bank of Canada and the other Lenders set forth therein (filed as Exhibit 10.1 to the Partnership's Current Report on Form 8-K (SEC File No.

000-50056), filed April 3, 2013 and incorporated herein by reference).

10.2 First Amendment to Third Amended and Restated Credit Agreement, dated as of July 12, 2013, among the Partnership, the Operating Partnership, Royal Bank of Canada and the other Lenders as set forth therein (filed as Exhibit 10.2 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

000-50056), filed May 5, 2014 and incorporated herein by reference).

10.3 Second Amendment to Third Amended and Restated Credit Agreement, dated as of May 5, 2014, among the Partnership, the Operating Partnership, Royal Bank of Canada and the other Lenders as set forth therein (filed as Exhibit 10.2 to the Partnership's Current Report on Form 8-K/A (SEC File No.

000-50056), filed May 6, 2014 and incorporated herein by reference)

10.4 Third Amendment to Third Amended and Restated Credit Agreement, dated June 27, 2014, among the Partnership, the Operating Partnership, Royal Bank of Canada and the other Lenders as set forth therein (filed as Exhibit 10.1 to the Partnership's Current Report on Form 8-K (SEC File No.

000-50056), filed July 1, 2014, and incorporated herein by reference).

10.5 Fourth Amendment to Third Amended and Restated Credit Agreement, dated June 23, 2015, among the Partnership, the Operating Partnership, Royal Bank of Canada and the other Lenders as set forth therein (filed as Exhibit 10.1 to the Partnership's Current Report on Form 8-K (SEC File No.

000-50056), filed June 24, 2015, and incorporated herein by reference).

10.6 Fifth Amendment to Third Amended and Restated Credit Agreement, dated April 27, 2016, among the Partnership, the Operating Partnership, Royal Bank of Canada and the other Lenders as set forth therein (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed April 27, 2016, and incorporated herein by reference).

10.7 Sixth Amendment to Third Amended and Restated Credit Agreement, dated February 21, 2018, among the Partnership, the Operating Partnership, Royal Bank of Canada and the other Lenders as set forth therein (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No.

4.1 Indenture (including form of 11.500% Senior Secured Second Lien Notes due 2028), dated February 8, 2023, by and among the Partnership, Martin Midstream Finance Corp., the guarantors named therein, U.S.

Bank Trust Company, National Association, as trustee and collateral agent (filed as Exhibit 4.1 to the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed February 8, 2023 and incorporated herein by reference).

10.8 Seventh Amendment to Third Amended and Restated Credit Agreement, dated July 24, 2018, among the Partnership, the Operating Partnership, Royal Bank of Canada and the other Lenders as set forth therein (filed as Exhibit 10.2 to the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed July 25, 2018, and incorporated herein by reference).

10.9 Eighth Amendment to Third Amended and Restated Credit Agreement, dated as of April 16, 2019, among the Partnership, the Operating Partnership, Royal Bank of Canada and the other Lenders as set forth therein (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed April 22, 2019, and incorporated herein by reference).

10.10 Ninth Amendment to Third Amended and Restated Credit Agreement, dated as of July 18, 2019, among the Partnership, the Operating Partnership, Royal Bank of Canada, and the other Lenders as set forth therein (filed as Exhibit 10.2 to the Partnership's Quarterly Report on Form 10-Q (SEC File No.

000-50056), filed July 24, 2019, and incorporated herein by reference).

10.11 Tenth Amendment to Third Amended and Restated Credit Agreement, executed as of March 2, 2020, by and among Martin Operating Partnership L.P., a Delaware limited partnership, as borrower, Martin Midstream Partners L.P., a Delaware limited partnership, the other Loan Parties party thereto, the Lenders party thereto, and Royal Bank Of Canada, as administrative agent and collateral agent for the Lenders and as an L/C Issuer and a Lender (filed as Exhibit 10.1 to the Partnership's Current Report on Form 8-K (SEC File No.

000-50056), filed March 6, 2020, and incorporated herein by reference).

10.12 Eleventh Amendment to Third Amended and Restated Credit Agreement, executed as of July 8, 2020, by and among Martin Operating Partnership L.P., a Delaware limited partnership, as borrower, Martin Midstream Partners L.P., a Delaware limited partnership, the other Loan Parties party thereto, the Lenders party thereto, and Royal Bank of Canada, as administrative agent and collateral agent for the Lenders and as an L/C Issuer and a Lender (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed July 9, 2020, and incorporated herein by reference).

10.13 Twelfth Amendment to Third Amended and Restated Credit Agreement, dated as of July 16, 2021, by and among Martin Operating Partnership L.P., a Delaware limited partnership, as borrower, Martin Midstream Partners L.P., a Delaware limited partnership, the other Loan Parties party thereto, the Lenders party thereto, and Royal Bank of Canada, as administrative agent and collateral agent for the Lenders and as an L/C Issuer and a Lender (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed July 22, 2021, and incorporated herein by reference).

10.14 Backstop Agreement, dated as of July 9, 2020, among Martin Midstream Partners L.P., Martin Midstream Finance Corp., the other Credit Parties party thereto, and the backstop parties party thereto (filed as Exhibit 10.2 to the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed July 9, 2020, and incorporated herein by reference).

4.2* Description of Securities

10.1 Omnibus Agreement, dated November 1, 2002, by and among Martin Resource Management Corporation, the General Partner, the Partnership and the Operating Partnership (filed as Exhibit 10.3 to the Partnership’s Current Report on Form 8-K (SEC File No.

13 unchanged sentences

10.60 2021 Amended and Restated Tolling Agreement, dated October 20, 2021, by and between the Operating Partnership and Cross Oil Refining & Marketing, Inc.

(filed as Exhibit 10.20 to the Partnership’s Annual Report on Form 10-K (SEC File No.

000-50056), filed March 1, 2022, and incorporated herein by reference).

10.7 Marine Transportation Agreement, dated January 1, 2006, as amended, by and between the Operating Partnership and Midstream Fuel Service, L.L.C.

21 unchanged sentences

000-50056), filed December 1, 2009, and incorporated herein by reference).

10.33 Terminalling Services Agreement (Lubricants), dated January 1, 2015, as amended, by and between the Operating Partnership and Martin Energy Services LLC (filed as Exhibit 10.26 to the Partnership's Annual Report on Form 10-K (SEC File No.

000-50056), filed March 2, 2015, and incorporated herein by reference).

10.34 Fuel Terminalling Services Agreement, dated January 1, 2015, by and between the Operating Partnership and Martin Energy Services LLC (filed as Exhibit 10.27 to the Partnership's Current Report on Form 10-K (SEC File No.

000-50056), filed March 2, 2015, and incorporated herein by reference).

10.35(1) First Amended and Restated Fuel Terminalling Services Agreement, dated January 1, 2016, by and between the Operating Partnership and Martin Energy Services, LLC (filed as Exhibit 10.29 to the Partnership's Annual Report on Form 10-K (SEC File No.

000-50056), filed February 29, 2016, and incorporated herein by reference).

10.36(1) First Amendment to the First Amended and Restated Fuel Terminalling Services Agreement, dated January 1, 2017, by and between the Operating Partnership and Martin Energy Services, LLC (filed as Exhibit 10.30 to the Partnership’s Annual Report on Form 10-K (SEC File No.

000-50056), filed February 15, 2017, and incorporated herein by reference).

10.37(1) Second Amendment to the First Amended and Restated Fuel Terminalling Services Agreement, dated October 1, 2017, by and between the Operating Partnership and Martin Energy Services, LLC (filed as Exhibit 10.31 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

000-50056) filed October 25, 2017).

10.17 Martin Midstream Partners L.P.

14 unchanged sentences

000-50056), filed September 3, 2020.

10.45 Restructuring Support Agreement, dated as of June 25, 2020, among Martin Midstream Partners L.P., Martin Midstream GP LLC, Martin Midstream Finance Corp., Martin Operating GP LLC, Martin Operating Partnership L.P., Martin Transport, Inc., Redbird Gas Storage LLC, Talen’s Marine & Fuel, LLC, and certain consenting noteholders of the Partnership’s 7.25% senior unsecured notes due 2021 (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed June 26, 2020, and incorporated herein by reference).

10.24 Asset Purchase and Sale Agreement, dated as of December 22, 2020, by and between Martin Operating Partnership L.P.

16 unchanged sentences

000-50056), filed July 26, 2021, and incorporated herein by reference).

10.30† First Amendment to Martin Midstream Partners L.P.

2021 Phantom Unit Plan, effective as of April 20, 2022 (filed as Exhibit 10.1 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

000-50056), filed April 26, 2022, and incorporated herein by reference).

10.31† First Amendment to Employment Agreement, dated July 26, 2022, by and between Martin Resource Management Corporation and Robert D.

Bondurant (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed August 1, 2022, and incorporated herein by reference).

Amendment and Restatement Agreement, dated as of January 30, 2023, by and among Martin Operating Partnership L.P., as borrower, the Partnership, as guarantor, the other guarantors party thereto, the financial institutions party thereto as lenders, Royal Bank of Canada, as administrative agent and collateral agent, and Wells Fargo Bank, N.A., as syndication agent and L/C Issuer (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed January 30, 2023, and incorporated herein by reference).

21.1* List of Subsidiaries.

17 unchanged sentences

† As required by Item 15(a)(3) of Form 10-K, this exhibit is identified as a compensatory plan or arrangement.

(1) Material has been redacted from this exhibit and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Exchange Act, which has been granted.

‡ This filing excludes certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request by the Commission;

provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

Form 10-K Summary

12 unchanged sentences

/s/ Sharon L.

Vice President and Chief Financial Officer

Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 2, 2023.

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures