What changed in this filing

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Item 9A. Controls and Procedures

2024-02-21 compared with 2023-03-02 · 64 added, 95 removed, 827 unchanged (16% of the section changed)

17 unchanged sentences

Other Information

During the three months ended December 31, 2023 , no director or officer of our general partner adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Directors, Executive Officers and Corporate Governance

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Tauscher has served as an officer of our general partner since September 2007.

Prior to joining Martin, Mr.

Prior to joining Martin Resource Management Corporation, Mr.

Tauscher was employed by Koch Industries for over 18 years, most recently as Senior Vice President of the Koch Carbon Division.

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From January 1, 2023 to December 31, 2023, the board of directors of our general partner held 7 meetings.

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

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

All members of the Board attended at least 75% of the meetings of the board and the committees on which they served in 2023.

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

7 unchanged sentences

Kelley (chairman), Massey and Collingsworth.

All of the members of the Conflicts Committee attended all meetings of the committee for the period noted above.

All of the members of the Conflicts Committee attended all meetings of the committee for the period noted

The primary responsibility of the Conflicts Committee is to review matters that the directors believe may involve conflicts of interest.

108 unchanged sentences

2021 Phantom Unit Plan or Martin Midstream Partners L.P.

2017 Restricted Unit Plan and (4) other Martin Resource Management Corporation employee benefit plans;

2017 Restricted Unit Plan;

(4) other Martin Resource Management Corporation employee benefit plans;

and (5) other compensation, including limited perquisites.

57 unchanged sentences

If we issue new common units upon vesting of the restricted units, the total number of common units outstanding will increase.

Clawback Policy

We recently adopted a compensation recovery or “clawback” policy in accordance with applicable Nasdaq listing rules, a copy of which is filed as an exhibit to this Annual Report on Form 10-K.

It is generally our policy that our general partner will recoup any incentive compensation erroneously awarded to any current or former executive officers due to material noncompliance with any financial reporting requirement under applicable securities laws during the three completed fiscal years immediately preceding the date our general partner determines that an accounting restatement is required.

Such recoupment would be undertaken by our general partner whether or not the executive’s actions contributed to the accounting restatement.

Martin Resource Management Corporation Employee Benefit Plans

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Martin Resource Management Corporation may make annual discretionary profit sharing contributions in an amount at the plan year end as determined by the board of directors of Martin Resource Management Corporation.

Participants in the 401(k) Plan prior to January 1, 2017 are 100% vested in matching contributions, while those employed after January 1, 2017 become vested upon completion of the five years of vesting service schedule or upon their attainment of age 65, permanent disability or death during employment.

Participants in the 401(k) Plan prior to January 1, 2017 are 100% vested in matching

contributions, while those employed after January 1, 2017 become vested upon completion of the five years of vesting service schedule or upon their attainment of age 65, permanent disability or death during employment.

The five-year vesting service schedule is also applicable to discretionary contributions made to the plan.

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Under the plan, Martin Resource Management Corporation is authorized to issue to qualifying parties from time to time options to purchase up to 2,000 shares of its common stock with terms not to exceed ten years from the date of grant and at exercise prices generally not less than fair market value on the date of grant.

In November 2007, Martin Resource Management Corporation adopted an additional stock option plan designed to retain and attract qualified management

personnel, directors and consultants.

In November 2007, Martin Resource Management Corporation adopted an additional stock option plan designed to retain and attract qualified management personnel, directors and consultants.

In December 2013, all outstanding options were exercised or redeemed in lieu of redemption.

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The following table sets forth the compensation expense that was allocated to us for the services of the Named Executive Officers for the years ended December 31, 2023, 2022 and 2021.

Name and Principal Position Year Salary Retention Awards Discretionary Annual Awards Phantom Unit Awards (Grant Date Value) (a) Total Compensation

Name and Principal Position Year Salary Discretionary Annual Awards Phantom Unit Awards (Grant Date Value) (a) Total Compensation

Bondurant, President and Chief Executive Officer 2023 $ 598,000 $ 775,000 $ 267,925 $ 1,640,925

4 unchanged sentences

2021 $ 336,000 $ — $ 136,600 $ 472,600

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

Taylor, Executive Vice President and Chief Financial Officer 2023 $ 224,250 $ — $ 199,030 $ 423,280

2022 $ 189,000 $ — $ 185,500 $ 374,500

6 unchanged sentences

2021 $ 353,400 $ — $ 65,600 $ 419,000

(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.

(a) On each of July 19, 2023, 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 19, 2026, 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.

(b) Only the 2021 period is reflected in this table as Sharon L.

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

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

Phantom Units - 2023 Award — — — — 122,500 $ 294,000

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

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

Phantom Unit Appreciation Rights - 2023 Award — 52,500 $ 2.13 N/A — $ 14,175

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

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

Phantom Units - 2023 Award — — — — 105,000 $ 252,000

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

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

Phantom Unit Appreciation Rights - 2023 Award — 45,000 $ 2.13 N/A — $ 12,150

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

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

Phantom Units - 2023 Award — — — — 91,000 $ 218,400

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

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

Phantom Unit Appreciation Rights - 2023 Award — 39,000 $ 2.13 N/A — $ 10,530

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

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

Phantom Units - 2023 Award — — — — 91,000 $ 218,400

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

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

Phantom Unit Appreciation Rights - 2023 Award — 39,000 $ 2.13 N/A — $ 10,530

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

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

Phantom Units - 2023 Award — — — — 35,000 $ 84,000

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

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.

Phantom Unit Appreciation Rights - 2023 Award — 15,000 $ 2.13 N/A — $ 4,050

(a) The 2021 Award vests in full on July 21, 2024, the 2022 Award vests in full on July 21, 2025, and the 2023 Award vests in full on July 19, 2026.

(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, 2023, 2022 and 2021, which was $2.40, $3.00 and $2.66, respectively.

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.

Because our closing stock price on December 31, 2023 was less than the strike price of the phantom unit appreciation rights 2021 and 2022 awards, a $0 market value was included for the unvested phantom unit appreciation rights.

EQUITY VESTED TABLE FOR THE YEAR ENDED DECEMBER 31, 2023

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The board of directors of our general partner performs for us the functions of a board of directors of a business corporation.

Directors of our general partner are entitled to receive total quarterly retainer fees of $25,000 each, which are paid by the general partner.

Directors of our general partner are entitled to receive total quarterly retainer fees of $25,000 each.

Effective January 1, 2024, directors of our general partner are entitled to receive quarterly retainer fees of $27,500 each.

Martin Resource Management Corporation employees who are a member of the board of directors of our general partner do not receive any additional compensation for serving in such capacity.

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These restricted common units vest in equal installments of 5,338 units on January 24, 2024, 2025, 2026, and 2027.

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.

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth the beneficial ownership of our units as of March 2, 2023 held by beneficial owners of 5% or more of the units outstanding, by directors of our general partner, by each executive officer and by all directors and executive officers of our general partner as a group.

The following table sets forth the beneficial ownership of our units as of February 21, 2024 held by beneficial owners of 5% or more of the units outstanding, by directors of our general partner, by each executive officer and by all directors and executive officers of our general partner as a group.

Name of Beneficial Owner 1

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The address for Invesco Ltd.

is 1555 Peachtree Street NE, Suite 1800, Atlanta, Georgia, 30309.

is 1331 Spring Street NW, Suite 2500, Atlanta, Georgia, 30309.

3 The percent of class shown is less than one percent unless otherwise noted.

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Certain Relationships and Related Transactions, and Director Independence

Martin Resource Management Corporation owns 6,114,532 of our common limited partnership units representing approximately 15.7% of our outstanding common limited partnership units as of March 2, 2023.

Martin Resource Management Corporation owns 6,114,532 of our common limited partnership units representing approximately 15.7% of our outstanding common limited partnership units as of February 21, 2024.

Martin Resource Management Corporation indirectly holds 100% of the membership interests in Martin Midstream GP LLC, our general partner, by virtue of its 100% ownership interest in MMGP Holdings, LLC, the sole member of our general partner.

Our general partner owns a 2% general partner interest in us.

Our general partner’s ability to manage and operate us and Martin Resource Management Corporation’s ownership of approximately 15.7% of our outstanding common limited partnership units effectively gives Martin Resource Management Corporation the ability to veto some of our actions and to control our management.

Our general partner’s ability to manage and operate us and Martin Resource Management Corporation’s ownership of approximately 15.7% of our outstanding common limited partner units effectively gives Martin Resource Management Corporation the ability to veto some of our actions and to control our management.

Distributions and Payments to the General Partner and its Affiliates

The following table summarizes the distributions and payments to be made by us to our general partner and its affiliates in connection with our formation, ongoing operation and liquidation.

The following table summarizes the distributions and payments to be made by us to our general partner and its affiliates.

These distributions and payments were determined by and among affiliated entities and, consequently, are not the result of arm’s-length negotiations.

Formation Stage

The consideration received by our general partner and Martin Resource Management Corporation for the transfer of assets to us 4,253,362 subordinated units (All of the original 4,253,362 subordinated units issued to Martin Resource Management Corporation have been converted into common units on a one-for-one basis since the formation of the Partnership.

850,672 subordinated units were converted on each of November 14, 2005, 2006, 2007 and 2008, respectively, and 850,674 subordinated units were converted on November 14, 2009)

2% general partner interest;

the incentive distribution rights.

Operational Stage

Distributions of available cash to our general partner We will generally make cash distributions 98% to our unitholders, including Martin Resource Management Corporation as holder of all of the subordinated units, and 2% to our general partner.

Assuming we have sufficient available cash to pay the full minimum quarterly distribution on all of our outstanding units for four quarters, our general partner would receive an annual aggregate distribution of approximately $0.01 million on its 2% general partner interest.

Distributions of available cash to our general partner We will generally make cash distributions 98% to our unitholders and 2% to our general partner.

Payments to our general partner and its affiliates Martin Resource Management Corporation is entitled to reimbursement for all direct expenses it or our general partner incurs on our behalf.

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The Omnibus Agreement was amended further on October 1, 2012, to permit the Partnership to provide certain lubricant packaging products and services to Martin Resource Management Corporation.

The Omnibus Agreement was amended further on October 17, 2023 to include lubricants and packing in the Partnership’s definition of business.

Non-Competition Provisions .

Martin Resource Management Corporation has agreed for so long as it controls the general partner of the Partnership, not to engage in the business of:

• terminalling, processing, storage and packaging services for petroleum products and by-products including the refining of naphthenic crude oil;

• land and marine transportation services for petroleum products and by-products, chemicals, and specialty products;

• sulfur and sulfur-based products processing, manufacturing, marketing, and distribution;

• NGL marketing, distribution, and transportation services.

• providing terminalling and storage services for petroleum products and by-products including the refining, blending and packaging of finished lubricants;

• providing land and marine transportation of petroleum products, by-products, and chemicals;

• manufacturing and selling sulfur-based fertilizer products and other sulfur-related products.

This restriction does not apply to:

2 unchanged sentences

◦ distributing asphalt, marine fuel and other liquids;

◦ providing shore-based marine services in Texas, Louisiana, Mississippi, and Alabama;

◦ providing shore-based marine services in Texas, Louisiana, and Alabama;

◦ operating a crude oil gathering business in Stephens, Arkansas;

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• operating an environmental consulting company;

◦ supplying employees and services for the operation of our business;

◦ operating, solely for our account, the asphalt facilities in each of Hondo, South Houston and Port Neches, Texas and Omaha, Nebraska.

• operating a butane optimization business;

• supplying employees and services for the operation of the Partnership's business;

• operating, solely for our account, the asphalt facilities owned by the Partnership in each of Hondo, South Houston and Port Neches, Texas and Omaha, Nebraska.

• any business that Martin Resource Management Corporation acquires or constructs that has a fair market value of less than $5,000;

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• any business that Martin Resource Management Corporation acquires or constructs where a portion of such business includes a restricted business and the fair market value of the restricted business is $5,000 or more and represents less than 20% of the aggregate value of the entire business to be acquired or constructed;

provided that, following

completion of the acquisition or construction, the Partnership will be provided the opportunity to purchase the restricted business.

provided that, following completion of the acquisition or construction, the Partnership will be provided the opportunity to purchase the restricted business.

Under the Omnibus Agreement, Martin Resource Management Corporation provides us with corporate staff and support services that are substantially identical in nature and quality to the services previously provided by Martin Resource Management Corporation in connection with its management and operation of our assets during the one-year period prior to the date of the agreement.

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The Omnibus Agreement was amended further on October 1, 2012, to permit us to provide certain lubricant packaging products and services to Martin Resource Management Corporation.

The Omnibus Agreement was amended further on October 17, 2023 to include lubricants and packing in the Partnership’s definition of business.

Such amendments were approved by the Conflicts Committee.

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Diesel Fuel Terminal Services Agreement.

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.

Effective October 1, 2022, we entered into a third amended and restated terminalling services agreement under which we provide 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.

22 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 the greater of 3% or the increase in the Consumer Price Index for a specified annual perio d .

All of these fees (other than the fuel surcharge) are subject to escalation annually based upon an amount equal to two-thirds (2/3) times the increase in the Consumer Price Index for a specified annual perio d .

Other Miscellaneous Agreements.

4 unchanged sentences

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, 2022, 2021 and 2020 were approximately $1.9, $1.1 and $0.7, respectively.

Amounts paid to East Texas Mack for tractor and trailer lease payments and lease residuals for the fiscal years ended December 31, 2023, 2022 and 2021 were approximately $3.3, $1.9 and $1.1, respectively.

Consulting Services Agreement .

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Approval and Review of Related Party Transactions

If we contemplate entering into a transaction, other than a routine or in the ordinary course of business transaction, in which a related person will have a direct or indirect material interest, the proposed transaction is submitted for consideration to the board of directors of our general partner or to our management, as appropriate.

If we contemplate entering into a transaction, other than a routine or in the ordinary course of business transaction or as permitted under the Omnibus Agreement, in which a related person will have a direct or indirect material interest, the proposed transaction is submitted for consideration to the board of directors of our general partner or to our management, as appropriate.

If the board of directors is involved in the approval process, it determines whether to refer the matter to the Conflicts Committee, as constituted under our limited Partnership Agreement.

41 unchanged sentences

333-91706), filed July 1, 2002, and incorporated herein by reference).

3.9 Certificate of Formation of Redbird Gas Storage LLC, dated May 24, 2011 (filed as Exhibit 3.27 to the Partnership's Annual Report on Form 10-K (SEC File No.

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

3.10 Certificate of Merger of Cardinal Gas Storage Partners LLC with and into Redbird Gas Storage LLC, dated October 27, 2014 (filed as Exhibit 3.27 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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

3.11 Third Amended and Restated Limited Liability Company Agreement of Redbird Gas Storage LLC (F/K/A Cardinal Gas Storage Partners LLC) dated October 27, 2014 (filed as Exhibit 3.26 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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

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.

1 unchanged sentence

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

4.2* Description of Securities

4.2 Description of Securities (filed as Exhibit 4.2 to the Partnership’s Annual Report on Form 10-L (SEC File No.

000-50056), filed March 2, 2023, and incorporated herein by reference).

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.

6 unchanged sentences

000-50056), filed October 9, 2012, and incorporated herein by reference).

10.4 Amendment No.

3 to Omnibus Agreement, dated October 22, 2018, by Martin Resource Management Corporation, the General Partner, the Partnership and the Operating Partnership (filed as Exhibit 10.1 to the Partnership's Current Report on Form 8-K (SEC File No.

000-50056), filed October 24, 2018, and incorporated herein by reference).

10.5 Amendment No.

4 to Omnibus Agreement, dated October 17, 2023, by Martin Resource Management Corporation, the General Partner, the Partnership and the Operating Partnership (filed as Exhibit 10.1 to the Partnership's Quarterly Report on Form 10-Q (SEC File No.

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

10.6 Motor Carrier Agreement, dated January 1, 2006, as amended, by and between the Operating Partnership and Martin Transport, Inc.

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000-50056), filed October 28, 2004, and incorporated herein by reference).

10.15*+ First Amendment to the Third Amended and Restated Terminal Services Agreement by and between the Operating Partnership and Martin Energy Services LLC, dated December 26, 2023.

10.16 Lubricants and Drilling Fluids Terminal Services Agreement by and between the Operating Partnership and MFS LLC, dated December 23, 2003, as amended, (filed as Exhibit 10.4 to the Partnership’s Amendment No.

5 unchanged sentences

000-50056), filed November 6, 2008, and incorporated herein by reference).

10.16 Amended and Restated Common Unit Purchase Agreement, dated as of November 24, 2009, by and between the Partnership and Martin Resource Management Corporation (filed as Exhibit 10.4 to the Partnership’s Current Report on Form 8-K (SEC File No.

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

Martin Midstream Partners L.P.

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000-50056), filed February 16, 2018).

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

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

10.20 Stock Purchase Agreement between Martin Resource Management Corporation and the Operating Partnership (filed as Exhibit 10.1 on the Partnership’s Current Report Form 8-K (SEC File No.

000-50056), filed October 24, 2018 and incorporated herein by reference).

10.21 Master Transportation Services Agreement by and among Martin Resource Management Corporation, Cross Oil Refining & Marketing, Inc., Martin Energy Services LLC, and Martin Product Sales LLC (filed as Exhibit 10.1 on the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

000-50056), filed April 26, 2019 and incorporated herein by reference.

10.22 Membership Interest Purchase Agreement by and among Hartree Cardinal Gas, LLC, Cardinal Gas Storage Partners LLC, Hartree Bulk Storage, LLC, and the Partnership (filed as Exhibit 10.1 on the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed June 13, 2019 and incorporated herein by reference.

10.23 Retention Bonus Agreement, dated as of August 28, 2020, among Martin Operating Partnership and certain Named Executive Officers, the material provisions of which were disclosed in item 5.02 on Form 8-K (SEC File No.

000-50056), filed September 3, 2020.

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

Stone Oil Distributor, LLC (filed as Exhibit 10.1 on the Partnership’s Current Report Form 8-K (SEC File No.

000-50056), filed December 29, 2020 and incorporated herein by reference).

10.25 Vessel Purchase and Sale Agreement, dated December 22, 2020, by and between Martin Operating Partnership L.P.

Stone Oil Distributor, LLC (filed as Exhibit 10.2 on the Partnership’s Current Report Form 8-K (SEC File No.

000-50056), filed December 29, 2020 and incorporated herein by reference).

10.22† Employment Agreement, dated October 20, 2020, between Martin Resource Management Corporation and Robert D.

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Pursuant to SEC Release 34-47551, this Exhibit is furnished to the SEC and shall not be deemed to be "filed."

97* Martin Midstream Partners L.P.’s Policy for the Recovery of Erroneously Awarded Compensation.

101 Inline Interactive Data:

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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.

+ Information in this exhibit identified by the mark “[***]” is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to the Registrant if disclosed.

Form 10-K Summary

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It's General Partner

March 2, 2023 By:

February 21, 2024 By:

/s/ Robert D.

President and Chief Executive Officer

Martin Midstream Partners L.P

Martin Midstream GP LLC

It's General Partner

March 2, 2023 By:

/s/ Sharon L.

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.

Signature Title

1 unchanged sentence

Bondurant President, Director, and Chief Executive Officer of Martin Midstream GP LLC (Principal Executive Officer)

Taylor Executive Vice President and Chief Financial Officer of Martin Midstream GP LLC (Principal Financial Officer and Principal Accounting Officer)

Martin Chairman of the Board of Directors of Martin Midstream GP LLC

4 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