What changed in this filing

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Item 1A. Risk Factors

2025-02-24 compared with 2024-02-21 · 63 added, 33 removed, 680 unchanged (12% of the section changed)

41 unchanged sentences

Government purchases or requisitions any of our vessels under the Merchant Marine Act.

Changes in U.S.

foreign trade policies, including the imposition of additional tariffs and other trade barriers, and efforts to withdraw from or materially modify international trade agreements, may materially and adversely affect our business, operations and financial condition.

Changes in transportation regulations may increase our costs and negatively impact our results of operations.

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The industry in which we operate is highly competitive and increased competitive pressure could adversely affect our business and operating results.

Information technology systems present potential targets for cyber security attacks, which could adversely affect our business.

Information technology systems present potential targets for cyber security attacks or security breaches, whether with us or a third party, which could adversely affect our business and result in the compromise of confidential, sensitive or proprietary information.

Our business is subject to complex and evolving U.S.

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In addition, our general partner determines the amount and timing of asset purchases and sales, capital expenditures, borrowings, issuances of additional partnership securities and the establishment of reserves, each of which can affect the amount of cash available for distribution to our unitholders.

As a result, we may make

cash distributions during periods when we record losses and may not make cash distributions during periods when we record net income.

As a result, we may make cash distributions during periods when we record losses and may not make cash distributions during periods when we record net income.

Restrictions in our debt instruments could prevent us from making distributions to our unitholders or limit our ability to pursue opportunities that would increase our distributions to unitholders.

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However, the EPA has adopted rules that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the U.S., and implement New Source Performance Standards directing the reduction of methane from certain new, modified, or reconstructed facilities in the oil and natural gas sector, including midstream sources.

In December 2023, the United States Environmental Protection Agency announced final strict new methane emission regulations for certain oil and gas facilities and the IRA established a charge on methane emissions above certain limits from the same facilities.

In March 2024, the United States Environmental Protection Agency published strict new methane emission regulations for certain oil and gas facilities and the federal tax legislation enacted in 2022 established a charge on methane emissions above certain limits from the same facilities, which rule was finalized in November 2024.

In January 2025, however, President Trump signed a series of executive orders that call upon the EPA to submit a report on the continuing applicability of its endangerment finding for GHGs under the Clean Air Act, direct federal executive departments and agencies to initiate a regulatory freeze for certain rules that have not taken effect, pending review by the newly appointed agency head, direct federal agencies to identify and exercise emergency authorities to facilitate conventional energy production, transportation, and refining, and mandate a review of existing regulations that may burden domestic energy development.

Despite potential changes with respect to the federal regulation of GHGs, various states and groups of states have adopted or are considering adopting legislation, regulations, or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, and various other measures that would restrict emissions of GHGs from different industrial sectors.

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formally withdrew from the Paris Agreement.

However, on January 20, 2021, President Biden signed an “Acceptance on Behalf of the U.S.,” and the U.S.

officially rejoined the Paris Agreement on February 19, 2021.

As part of rejoining the Paris Agreement, President Biden announced that the U.S.

However, the U.S.

rejoined the Paris Agreement on February 19, 2021.

As part of rejoining the Paris Agreement, the former President announced that the U.S.

would commit to a 50 to 52 percent reduction from 2005 levels of GHG emissions by 2030 and set the goal of reaching net-zero GHG emissions by 2050.

In December 2023, the United Nations Climate Change Conference ("COP 28") held in Dubai issued its first global stocktake agreement, which called on parties, including the United States, to contribute to the transitioning away from fossil fuels, reduction of methane emissions, and increase in renewable energy capacity to achieve net zero emissions by 2050.

State, federal, and international regulatory measures have the potential to increase our operating costs through direct regulation of GHG emissions resulting from our operations and could also indirectly adversely affect our operations by decreasing demand for our services and products.

On January 20, 2025, however, President Trump signed an executive order to withdraw the United States from the Paris Agreement, marking a significant shift in federal

climate policy.

Pursuant to the terms of the Paris Agreement, the withdrawal will take effect on January 27, 2026.

State and local GHG initiatives may continue despite the U.S.

withdrawal from the Paris Agreement.

State, local, and international regulatory measures continue to have the potential to increase our operating costs through direct regulation of GHG emissions resulting from our operations and could also indirectly adversely affect our operations by decreasing demand for our services and products.

Our business could be impacted by initiatives to address greenhouse gases and climate change and incentives to conserve energy or use alternative energy sources.

For example, the IRA, signed into law in August 2022 by President Biden, includes incentives to increase renewable energy, such as wind and solar electric generation, and encourages consumers to use these alternative energy sources.

The IRA and similar state or federal initiatives to incentivize a shift away from fossil fuels could reduce demand for hydrocarbons, thereby reducing demand for our products and services and negatively impacting our business.

For example, the federal tax legislation enacted in 2022, includes incentives to increase renewable energy, such as wind and solar electric generation, and encourages consumers to use these alternative energy sources.

Disbursements under the IRA, however, have been paused by the Trump Administration.

Such federal tax legislation and similar state or federal initiatives to incentivize a shift away from fossil fuels could reduce demand for hydrocarbons, thereby reducing demand for our products and services and negatively impacting our business.

Additionally, there are increasing potential financial risks for fossil fuel energy companies as environmental activists concerned about the potential effects of climate change are focusing intensive lobbying efforts on institutional lenders, including financial institutions and institutional investors, not to provide funding to such companies.

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Our liquidity and revenues have been adversely affected by this volatility during periods of decreasing prices because of the reduction in the value and resale price of our inventory.

In addition, our liquidity and costs have been adversely affected during periods of increasing prices because of the increased costs associated with our purchase of petroleum products and by-products.

In addition, our liquidity

and costs have been adversely affected during periods of increasing prices because of the increased costs associated with our purchase of petroleum products and by-products.

Future price volatility could have an adverse impact on our liquidity and results of operations, cash flow and ability to make distributions to our unitholders.

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and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions between Ukraine and Russia, which has devolved into military conflict.

Commodity prices also have been impacted by political instability in China and the Middle East (including the

conflict in Israel).

Commodity prices also have been impacted by political instability in China and the Middle East (including the conflict in Israel).

If commodity prices remain weak for a sustained period, our terminalling throughput volumes may be negatively impacted, particularly as producers are curtailing or redirecting drilling, adversely affecting our results of operations.

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government, such transactions could have a material adverse effect on our results of operations, cash flow and ability to make distributions to our unitholders.

Changes in U.S.

foreign trade policies, including as a result of the Trump administration, could lead to the imposition of additional trade barriers and tariffs on the foreign import of certain materials and products.

For example, effective February

4, 2025, the U.S.

government implemented an additional tariff on goods being imported from China and announced additional tariffs for goods imported into the U.S.

from Mexico and Canada beginning in March 2025.

In addition, from time to time, certain leaders in the U.S.

government, including in the Trump administration, have indicated a willingness to revise, renegotiate or terminate various existing bilateral and multilateral trade agreements.

We cannot predict what additional changes to trade policy will be made by the Trump administration or Congress, including whether existing tariff policies will be maintained or modified, what products may be subject to such policies, or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict the effects that any such changes would have on our business.

However, such steps, if adopted, could increase our costs and adversely impact our business and operations.

In addition, changes in U.S.

trade policy have resulted, and could again result, in reactions from U.S.

trading partners, including adopting responsive trade policies.

For example, in response to the U.S.

government’s additional tariff on imports from China, on February 4, 2025, the Chinese government announced that it would implement a tariff on certain goods being imported into China from the U.S.

There can be no assurance that such changes in U.S.

or foreign trade policy or in laws and policies governing foreign trade, and any resulting negative sentiments towards the United States as a result of such changes, would not materially and adversely affect our business, financial condition and results of operations.

Changes in transportation regulations may increase our costs and negatively impact our results of operations.

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All of these competitive pressures could have a material adverse effect on our business, results of operations, financial condition and ability to make cash distributions to our unitholders.

Information technology systems present potential targets for cyber security attacks, which could adversely affect our business.

We are reliant on technology to improve efficiency in our business.

2 unchanged sentences

Dependence on automated systems may increase the risks related to operational systems failures and breaches of critical operational or financial controls, and tampering or deliberate manipulation of such systems may result in losses that are difficult to detect.

Any material failure, interruption of service, compromise of data security, or cybersecurity threat or attack could adversely affect our relations with suppliers, customers, and regulators, and resulting in negative impacts to our market share, operations, and profitability.

We will have to continually upgrade our infrastructure and applications to reduce or mitigate these risks.

Security breaches in our information technology systems could result in theft, destruction, loss, misappropriation, or release of protected, confidential or other sensitive data including personal information of our employees, trade secrets, or other proprietary intellectual property that could adversely impact our future results.

While we take the utmost precautions, we cannot guarantee safety from all threats and attacks.

Some individuals and groups, including criminal organizations and state-sponsored groups, have attempted to gain unauthorized access to computer networks of U.S.

businesses and mounted so-called “cyberattacks” to disable or disrupt computer systems, disrupt operations, and steal funds or data including through so-called “phishing” schemes, which are attempts to obtain unauthorized access by targeted acts of deception against individuals with legitimate access to physical locations or information.

businesses and mounted so-called “cyberattacks” to disable or disrupt computer systems, disrupt operations, and steal funds or data including through so-called “phishing” or social engineering schemes, which are attempts to obtain unauthorized access by targeted acts of deception against individuals with legitimate access to physical locations or information.

For example, in 2021, a company in the midstream industry suffered a ransomware cyberattack that impacted computerized equipment managing a pipeline and resulted in the halt of the pipeline’s operations in order to contain the attack.

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Complying with varying jurisdictional requirements could increase the costs and complexity of compliance, and violations of applicable data protection laws can result in significant penalties.

Any failure, or perceived failure, by us to comply with applicable data protection laws could result in proceedings or actions against us by governmental entities or others, subject us to significant fines, penalties, judgments, and negative publicity, require us to change our business practices, increase the costs and complexity of compliance, and adversely affect our business.

Any failure, or perceived failure, by us to adequately address privacy and cybersecurity concerns or comply with applicable data protection laws could result in

proceedings or actions against us by governmental entities or others, subject us to significant fines, penalties, judgments, and negative publicity, require us to change our business practices, increase the costs and complexity of compliance, or adversely affect our business.

As noted above, we are also subject to the possibility of cyberattacks, which themselves may result in a violation of these laws.

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Unlike the holders of common stock in a corporation, unitholders have only limited voting rights on matters affecting our business and therefore limited ability to influence management's decisions regarding our business.

Unitholders did not elect

our general partner or its directors and will have no right to elect our general partner or its directors on an annual or other continuing basis.

Holdings, the sole member of MMGP, elects the board of directors of our general partner.

Unitholders did not elect our general partner or its directors and will have no right to elect our general partner or its directors on an annual or other continuing basis.

Holdings, the sole member of MMGP, elects the Board of Directors.

If unitholders are dissatisfied with the performance of our general partner, they will have a limited ability to remove our general partner.

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• Neither our Partnership Agreement nor any other agreement requires Martin Resource Management Corporation to pursue a business strategy that favors us or utilizes our assets or services.

Martin Resource Management Corporation's directors and officers have a fiduciary duty to make these decisions in the best interests of the shareholders of Martin Resource Management Corporation without regard to the best interests of the unitholders;

Martin Resource

Management Corporation's directors and officers have a fiduciary duty to make these decisions in the best interests of the shareholders of Martin Resource Management Corporation without regard to the best interests of the unitholders;

• Martin Resource Management Corporation may engage in limited competition with us;

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In addition, either a judgment against Martin Resource Management Corporation or a bankruptcy filing by or against Martin Resource Management Corporation could independently result in an event of default under our credit facility if it could reasonably be expected to have a material adverse effect on us.

If our lenders do declare us in default and accelerate repayment,

we may be required to refinance our debt on unfavorable terms, which could negatively impact our results of operations and our ability to make distributions to our unitholders.

A bankruptcy filing by or against Martin Resource Management Corporation could also result in the termination or material breach of some or all of the various commercial contracts between us and Martin Resource Management Corporation, which could have a material adverse impact on our results of operations, cash flow and ability to make distributions to our unitholders.

If our lenders do declare us in default and accelerate repayment, we may be required to refinance our debt on unfavorable terms, which could negatively impact our results of operations and our ability to make distributions to our unitholders.

Resource Management Corporation, which could have a material adverse impact on our results of operations, cash flow and ability to make distributions to our unitholders.

Internal Revenue Service ("IRS") could treat us as a corporation for tax purposes, which would substantially reduce the cash available for distribution to unitholders.

27 unchanged sentences

In 2017, the U.S.

Department of the Treasury issued final regulations (the "QI Regulations") regarding qualifying income under Section 7704(d)(1)(E) of the Code which relates to the qualifying income exception upon which we rely for

partnership tax treatment.

The QI Regulations include "reserved" paragraphs for fertilizer and hedging, which the U.S.

Department of the Treasury plans to address in future proposed and final Treasury regulations.

We are unable to predict how such future regulations may treat fertilizer or hedging activities, but such regulations could impact our ability to treat certain activities as generating qualifying income.

We are unable to predict how such future regulations may treat fertilizer or hedging activities, but such regulations could impact our ability to treat certain

activities as generating qualifying income.

The QI Regulations provide for a ten-year transition period during which certain taxpayers that either obtained a favorable private letter ruling or treated income under a reasonable interpretation of the statute or prior proposed regulations as qualifying income may continue to treat such income as qualifying income.

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For example, if we sell assets and use the proceeds to repay existing debt or fund capital expenditures, you may be allocated taxable income and gain resulting from the sale without receiving a cash distribution.

Further, taking advantage of opportunities to reduce our existing debt, such as debt exchanges, debt repurchases, or modifications of our existing debt could result in "cancellation of indebtedness income" (also referred to as "COD income") being allocated to our unitholders as taxable income.

Further, taking advantage of opportunities to reduce our existing debt, such as debt exchanges, debt repurchases, or modifications of our existing debt could result in

"cancellation of indebtedness income" (also referred to as "COD income") being allocated to our unitholders as taxable income.

Unitholders may be allocated COD income, and income tax liabilities arising therefrom may exceed cash distributions or the value of the units.

9 unchanged sentences

In general, the Partnership is entitled to a deduction for interest paid or accrued on indebtedness properly allocable to our trade or business during its taxable year.

In the case of taxable years beginning on or after January 1, 2022, the Partnership’s adjusted taxable income is computed by taking into account any deduction allowable for depreciation, amortization, or depletion to the extent such depreciation, amortization, or depletion is not capitalized into cost of goods sold with respect to inventory.

However, the deduction for "business interest" is limited to the sum of the Partnership’s business interest income and 30% of its "adjusted taxable income." For the purposes of this limitation, the Partnership’s adjusted taxable income is computed without regard to any business interest expense or business interest income and by taking into account any deduction allowable for depreciation, amortization, or depletion to the extent such depreciation, amortization, or depletion is not capitalized into cost of goods sold with respect to inventory.

If the Partnership’s "business interest" is subject to limitation under these rules, unitholders will be limited in their ability to deduct their share of any interest expense that has been allocated to them.

14 unchanged sentences

Under the Treasury Regulations, such withholding will be required on open market transactions, but in the case of a transfer made through a broker, a partner’s share of liabilities will be excluded from the amount realized.

In addition, the obligation to withhold will be imposed on the broker instead of the transferee (and we will generally not be required to withhold from the transferee amounts that should have

been withheld by the transferee but were not withheld).

These withholding obligations will apply to transfers of our common units occurring on or after January 1, 2023.

In addition, the obligation to withhold will be imposed on the broker instead of the transferee (and we will generally not be required to withhold from the transferee amounts that should have been withheld by the transferee but were not withheld).

Current and prospective non-U.S.

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Treasury regulations permit publicly traded partnerships to use a monthly simplifying convention that is similar to ours, but they do not specifically authorize all aspects of the proration method we have adopted.

Therefore, the use of our proration method may not be permitted under existing Treasury regulations, and, accordingly, our counsel is unable to opine as to the validity of such method.

Therefore, the use of our

proration method may not be permitted under existing Treasury regulations, and, accordingly, our counsel is unable to opine as to the validity of such method.

If the IRS were to challenge our proration method, we may be required to change the allocation of items of income, gain, loss and deduction among our unitholders.

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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 1A. Risk Factors