What changed in this filing

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Item 9A. Controls and Procedures

2025-02-24 compared with 2024-02-21 · 149 added, 137 removed, 754 unchanged (28% of the section changed)

17 unchanged sentences

Other Information

Insider Trading Plans.

During the three months ended December 31, 2024, 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.

1 unchanged sentence

Management of Martin Midstream Partners L.P.

Martin Midstream GP LLC, as our general partner, manages our operations and activities on our behalf.

MMGP, as our general partner, manages our operations and activities on our behalf.

Our general partner was not elected by our unitholders and will not be subject to re-election in the future.

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Tauscher 59 Executive Vice President and Chief Operating Officer

Booth 54 Executive Vice President, Chief Legal Officer, General Counsel and Secretary

60 Executive Vice President and Chief Financial Officer

Booth 55 Executive Vice President, Chief Legal Officer, General Counsel and Secretary

Shoup 64 Senior Vice President of Operations

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Kelley 77 Director

Martin was appointed to Chairman of the board of directors of our general partner effective January 1, 2021.

Martin was appointed to Chairman of the Board of Directors effective January 1, 2021.

From 2002 to 2020, Mr.

Martin served as President and Chief Executive Officer and a member of the board of directors of our general partner.

Martin served as President and Chief Executive Officer and a member of the Board of Directors.

Martin has served as President of Martin Resource Management Corporation since 1981 and has served in various capacities within the company since 1974.

Martin holds a Bachelor of Science degree in industrial management from the University of Arkansas.

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.

Martin was selected to serve as a director on the 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 serves as President and Chief Executive Officer of our general partner.

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Bondurant holds a Bachelor of Business Administration degree in accounting from Texas A&M University and is a Certified Public Accountant, licensed in the state of Texas.

Bondurant 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, as well as his extensive financial and accounting background.

Bondurant was selected to serve as a director on the Board of Directors due to his depth of knowledge of the Partnership, including its strategies and operations and his business judgment, as well as his extensive financial and accounting background.

Tauscher serves as Executive Vice President and Chief Operating Officer of our general partner.

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Shoup holds a Bachelor of Science degree in civil engineering from the University of Kansas.

Scott Massey serves as a member of the board of directors of our general partner.

Scott Massey serves as a member of the Board of Directors.

Massey has served as a Director since June 2002.

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Massey is a Certified Public Accountant, licensed in the States of Louisiana and Texas.

Massey was selected to serve as a director on our general partner's board of directors due to his extensive background in public accounting and taxation.

Massey was selected to serve as a director on the Board of Directors due to his extensive background in public accounting and taxation.

Massey qualifies as an "audit committee financial expert" under the SEC guidelines.

Collingsworth serves as a member of the board of directors of our general partner.

Collingsworth serves as a member of the Board of Directors.

Collingsworth has spent 45 years in all facets of the midstream and petrochemical industry.

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Collingsworth received a Bachelor’s degree in finance and marketing from Northeastern State University.

Collingsworth was selected to serve as a director on our general partner's board of directors due to his extensive corporate business experience.

Kelley serves as a member of the board of directors of our general partner and also served as an Advisory Director from April 2011 to August 2012.

Collingsworth was selected to serve as a director on the Board of Directors due to his extensive corporate business experience.

Kelley serves as a member of the Board of Directors and also served as an Advisory Director from April 2011 to August 2012.

On December 31, 2013, Mr.

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Kelley received a Bachelor of Science degree in civil engineering from Auburn University.

Kelley was selected to serve as a director on our general partner's board of directors due to his extensive corporate business experience.

Kelley was selected to serve as a director on the Board of Directors due to his extensive corporate business experience.

Independence of Directors

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The NASDAQ independence definition includes a series of objective tests, such as that the director is not an employee of us and has not engaged in various types of business dealings with us.

In addition, as further required by the NASDAQ rules, the board of directors has made a subjective determination as to each independent director that no relationships exist which, in the opinion of the board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In addition, as further required by the NASDAQ rules, the Board of Directors has made a subjective determination as to each independent director that no relationships exist which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In making these determinations, the directors reviewed and discussed information provided by the directors and us with regard to each director's business and personal activities as they may relate to us and our management.

Board Meetings and Committees

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

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.

The board of directors of our general partner appoints the members of the Audit, Compensation, Nominating and Conflicts Committees.

From January 1, 2024 to December 31, 2024, the Board of Directors held 5 meetings.

All directors then in office attended each of these meetings, either in person or by teleconference, with the exception of:

Martin, III, who was not in attendance at the meeting of the Board of Directors on the date of April 16, 2024.

We have standing conflicts, audit, compensation and nominating committees of the Board of Directors.

The Board of Directors appoints the members of the Audit, Compensation, Nominating and Conflicts Committees.

Each member of the Audit Committee is an independent director in accordance with NASDAQ and applicable securities laws.

Each of the board committees has a written charter approved by the board.

Each of the Board of Directors committees has a written charter approved by the Board of Directors.

Copies of each charter are posted on our website at www.MMLP.com under the "Corporate Governance" section.

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Kelley (chairman), Massey and Collingsworth.

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

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

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

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The primary responsibilities of the Audit Committee are to assist the Board of Directors in its general oversight of our financial reporting, internal controls and audit functions, and it is directly responsible for the appointment, retention, compensation and oversight of the work of our independent auditors.

The members of the Audit Committee of the board of directors of our general partner each qualify as "independent" under standards established by the SEC for members of audit committees, and the Audit Committee includes at least one member who is determined by the board of directors to meet the qualifications of an "audit committee financial expert" in accordance with SEC rules, including that the person meets the relevant definition of an "independent" director.

The members of the Audit Committee of the Board of Directors each qualify as "independent" under standards established by the SEC for members of audit committees, and the Audit Committee includes at least one member who is determined by the Board of Directors to meet the qualifications of an "audit committee financial expert" in accordance with SEC rules, including that the person meets the relevant definition of an "independent" director.

Scott Massey is the independent director who has been determined to be an audit committee financial expert.

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Massey any duties, obligations or liability that are greater than are generally imposed on him as a member of the Audit Committee and Board of Directors, and his designation as an audit committee financial expert pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of the Audit Committee or Board of Directors.

Compensation Committee (7 meetings).

Compensation Committee (1 meeting).

The members of the Compensation Committee are Messrs.

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All of the members attended the meeting of the Nominating Committee for the period noted above.

The primary responsibility of the nominating committee is to select and recommend nominees for election to the board of directors of our general partner.

The primary responsibility of the nominating committee is to select and recommend nominees for election to the Board of Directors.

Code of Ethics and Business Conduct

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If any substantive amendments are made to the Code of Ethics and Business Conduct or if we or our general partner grant any waiver, including any implicit waiver, from a provision of the code to any of our general partner's executive officers and directors, we will disclose the nature of such amendment or waiver on that website or in a report on Form 8-K.

Insider Trading Policy

We have adopted an insider trading policy and procedures governing the purchase, sale and other disposition of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable NASDAQ listing standards.

A copy of our insider trading policy is filed as an exhibit to this Annual Report on Form 10-K.

Executive Compensation

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Under the Omnibus Agreement, we are required to reimburse Martin Resource Management Corporation for indirect general and administrative and corporate overhead expenses.

For the years ended December 31, 2023, 2022 and 2021 the board of directors of our general partner approved reimbursement amounts of $14.0 million, $13.5 million and $14.4 million, respectively, reflecting our allocable share of such expenses.

For the years ended December 31, 2024, 2023 and 2022 the Board of Directors approved reimbursement amounts of $13.5 million, $14.0 million and $13.5 million, respectively, reflecting our allocable share of such expenses.

Please see "Item 13.

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(2) discretionary annual cash awards;

(3) awards pursuant to the Martin Midstream Partners L.P.

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

2017 Restricted Unit Plan and Martin Resource Management Corporation employee benefit plans and (4) where appropriate, other compensation, including limited perquisites.

(3) awards pursuant to the 2021 and 2025 Phantom Unit Plans, the 2017 LTIP and Martin Resource Management Corporation employee benefit plans;

and (4) where appropriate, other compensation, including limited perquisites.

Annual Base Salary .

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In addition to the annual base salary, the Named Executive Officers may be eligible to receive discretionary annual cash awards that, if awarded, are paid in a lump sum in the quarter following the end of the fiscal year.

These cash awards are designed to provide the Named Executive Officers with competitive incentives to help drive performance and promote achievement of Martin Resource Management Corporation’s business objectives.

Executive Officers may also be eligible to receive a cash award based upon their services provided to us in the event that any such Named Executive Officer has devoted a significant amount of their time to working for us.

These cash awards are designed to provide the Named Executive Officers with competitive incentives to help

drive performance and promote achievement of Martin Resource Management Corporation’s business objectives.

Named Executive Officers may also be eligible to receive a cash award based upon their services provided to us in the event that any such Named Executive Officer has devoted a significant amount of their time to working for us.

Any such award is determined in accordance with the same methodologies as the discretionary annual cash awards for Martin Resource Management Corporation, as described below.

1 unchanged sentence

The Named Executive Officers may be eligible to receive awards pursuant to the Martin Midstream Partners L.P.

Phantom Unit Plan, Martin Midstream Partners L.P.

2017 Restricted Unit Plan and Martin Resource Management Corporation employee benefit plans.

2021 Phantom Unit Plan (the "2021 Plan"), the 2017 LTIP and Martin Resource Management Corporation employee benefit plans.

These employee benefit plan awards are designed to reward the performance of the Named Executive Officers by providing annual incentive opportunities tied to the annual performance of Martin Resource Management Corporation.

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The compensation policies and philosophy of Martin Resource Management Corporation govern the types and amount of compensation granted to each of the Named Executive Officers.

The board of directors of our general partner has responsibility for evaluating and determining the reasonableness of the total amount we are charged under the Omnibus Agreement for managerial, administrative and operational support, including compensation of the Named Executive Officers, provided by Martin Resource Management Corporation.

The Board of Directors has responsibility for evaluating and determining the reasonableness of the total amount we are charged under the Omnibus Agreement for managerial, administrative and operational support, including compensation of the Named Executive Officers, provided by Martin Resource Management Corporation.

Our allocation for the costs incurred by Martin Resource Management Corporation in providing compensation and benefits to its employees who serve as the Named Executive Officers is governed by the Omnibus Agreement.

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Melanie Mathews (collectively, the "Management Compensation Committee of Martin Resource Management Corporation") based on a periodic performance review of each Named Executive Officer.

The Compensation Committee of our board of directors is responsible for setting the compensation of our President and Chief Executive Officer.

The Compensation Committee of the Board of Directors is responsible for setting the compensation of our President and Chief Executive Officer.

This includes determining the base salary, bonus compensation, long-term incentive compensation and other compensation of our President and Chief Executive Officer.

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Upon such allocation, the Management Compensation Committee of Martin Resource Management Corporation, with input from appropriate business leaders determines the allocation and distribution of the bonus pool among such employees, including the Named Executive Officers.

All decisions of the Management Compensation Committee of Martin Resource Management Corporation concerning the compensation of the Named Executive Officers are reviewed and approved by the Compensation Committee of the Board of Directors of Martin Resource Management Corporation, which is made up of Mr.

Godfrey, an independent director of Martin Resource Management Corporation, and Mr.

Ruben Martin.

With respect to employee benefit plan awards pursuant to plans maintained by the Partnership, the Management Compensation

Committee of Martin Resource Management Corporation makes a recommendation as to whether such awards should be awarded to any employees.

With respect to employee benefit plan awards pursuant to plans maintained by the Partnership, the Management Compensation Committee of

Martin Resource Management Corporation makes a recommendation as to whether such awards should be awarded to any employees.

Any such employee plan awards are then considered and must be approved by the Compensation Committee and then are distributed to the employees, including Named Executive Officers, accordingly.

7 unchanged sentences

(2) discretionary annual cash awards;

(3) awards pursuant to the Martin Midstream Partners L.P.

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

2017 Restricted Unit Plan;

(3) awards pursuant to the 2021 Plan or the 2017 LTIP;

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

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Phantom Unit Plan

On July 21, 2021, the board of directors of the general partner of the Partnership and the Compensation Committee approved the Martin Midstream Partners L.P.

2021 Phantom Unit Plan (the “Plan”), effective as of the same date.

The Plan permits the awards of phantom units and phantom unit appreciation rights (collectively, "phantom unit awards") to any employee or non-employee director of the Partnership, including its executive officers.

On July 21, 2021, the Board of Directors of the Partnership and the Compensation Committee approved the 2021 Plan, effective as of the same date.

The 2021 Plan permits the awards of phantom units and phantom unit appreciation rights to any employee or non-employee director of the Partnership, including its executive officers.

The awards may be time-based or performance-based and will be paid, if at all, in cash.

The award of a phantom unit entitles the participant to a cash payment equal to the value of the phantom unit on the vesting date or dates, which value is the fair market value of a common unit of the Partnership on such vesting date or dates.

The award of a phantom unit under the 2021 Plan entitles the participant to a cash payment equal to the value of the phantom unit on the vesting date or dates, which value is the fair market value of a common unit of the Partnership on such vesting date or dates.

The award of a phantom unit appreciation right entitles the recipient to a cash payment equal to the difference between the value of a phantom unit on the vesting date or dates in excess of the value assigned by the Compensation Committee to the phantom unit as of the grant date.

1 unchanged sentence

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.

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.

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.

Generally, vesting of an award is subject to a participant remaining continuously employed with the Partnership through the vesting date.

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provided, that the participant has been in continuous employment through the termination or change in control date, as applicable.

On February 11, 2025, the Board of Directors and the Compensation Committee approved the Martin Midstream Partners L.P.

2025 Phantom Unit Plan (the “2025 Plan”), effective as of the same date.

The 2025 Plan permits the awards of phantom units and phantom unit appreciation rights to any employee or non-employee director of the Partnership, including its executive officers.

The awards may be time-based or performance-based and will be paid, if at all, in cash.

The award of a phantom unit under the 2025 Plan entitles the participant to a cash payment equal to the value of the phantom unit on the vesting date or dates, which value is the fair market value of a common unit of the Partnership on such vesting date or dates.

Phantom units and phantom unit appreciation rights granted to participants do not confer upon participants any right to a common unit.

On February 11, 2025, 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.

Generally, vesting of an award is subject to a participant remaining continuously employed with the Partnership through the vesting date.

However, if prior to the vesting date:

(i) a participant is terminated without cause (as defined in the award agreement) or terminates employment after the participant has attained both the age of 65 and ten years of employment (“retirement-eligible”), a prorated portion of the award will vest and be paid in cash no later than the 30 th day following such termination date (subject to a six-month delay in payment for certain retirement-eligible participants);

or (ii) there is a change in control of the Partnership (as defined in the 2025 Plan), the award will vest in full and be paid in cash no later than the 30th day following the date of the change of control;

provided, that the participant has been in continuous employment through the termination or change in control date, as applicable.

Restricted Unit Plan

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The plan currently permits the grant of awards covering an aggregate of 3,000,000 common units, all of which can be awarded in the form of restricted units.

The plan is administered by the Compensation Committee of our general partner’s board of directors.

The plan is administered by the Compensation Committee of the Board of Directors.

The purpose of the 2017 LTIP is designed to enhance our ability to attract, retain, reward and motivate the services of certain key employees, officers, and directors of the general partner and Martin Resource Management Corporation.

Our general partner’s board of directors or the Compensation Committee, in their discretion, may terminate or amend the 2017 LTIP at any time with respect to any units for which a grant has not yet been made.

Our general partner’s board of directors or the Compensation Committee also have the right to alter or amend the 2017 LTIP or any part of the plan from time to time, including increasing the number of units that may be reserved for issuance under the plan subject to any applicable unitholder approval.

The Board of Directors or the Compensation Committee, in their discretion, may terminate or amend the 2017 LTIP at any time with respect to any units for which a grant has not yet been made.

The Board of Directors or the Compensation Committee also have the right to alter or amend the 2017 LTIP or any part of the plan from time to time, including increasing the number of units that may be reserved for issuance under the plan subject to any applicable unitholder approval.

However, no change in any outstanding grant may be made that would materially impair the rights of the participant without the consent of the participant.

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The Compensation Committee may also award a percentage of restricted units with vesting requirements based upon the achievement of specified pre-established performance targets ("PBRUs").

The performance targets may include, but are not limited to, the following:

The performance targets may include, but are not

limited to, the following:

revenue and income measures, cash flow measures, EBIT, EBITDA, distribution coverage metrics, expense measures, liquidity measures, market measures, corporate sustainability metrics, and other measures related to acquisitions, dispositions, operational objectives and succession planning objectives.

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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.

We previously 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.

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The fair market value of the common units to be purchased during such purchase period shall mean the closing sales price of a unit on the purchase date.

Martin Resource Management Corporation Employee Stock Ownership Plans

MRMC ESOP Trust ("ESOP").

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Martin Employee's Stock Profit Sharing Trust (the "SPS Plan").

Martin Resource Management Corporation maintains an employee stock ownership plan that covers employees who satisfied certain minimum age and service requirements but no employee shall become eligible to participate in the Plan on or after January 1, 2013.

This SPS Plan is referred to as the "Martin Employee Stock Ownership Plan".

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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.

Martin Resource Management Corporation Non-Qualified Option Plan.

In September 1999, Martin Resource Management Corporation adopted a stock option plan designed to retain and attract qualified management personnel, directors and consultants.

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

There are no outstanding options under this plan as of December 31, 2023.

Other Compensation

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2022 $ 365,750 $ — $ 92,750 $ 458,500

(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.

(a) On each of July 19, 2023 and April 20, 2022, 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 and July 21, 2025, respectively.

GRANTS OF PLAN-BASED AWARDS

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 07/19/2023 122,500 — $ 265,825

Phantom Unit Appreciation Rights 07/19/2023 52,500 $ 2.13 $ 2,100

Phantom Units 07/19/2023 105,000 — $ 227,850

Phantom Unit Appreciation Rights 07/19/2023 45,000 $ 2.13 $ 1,800

Phantom Units 07/19/2023 91,000 — $ 197,470

Phantom Unit Appreciation Rights 07/19/2023 39,000 $ 2.13 $ 1,560

Phantom Units 07/19/2023 91,000 — $ 197,470

Phantom Unit Appreciation Rights 07/19/2023 39,000 $ 2.13 $ 1,560

Phantom Units 07/19/2023 35,000 — $ 75,950

Phantom Unit Appreciation Rights 07/19/2023 15,000 $ 2.13 $ 600

(a) This column includes the number of time-based phantom units granted to our named executive officers in 2023.

These awards vest in full on July 19, 2026.

(b) This column includes the number of time-based phantom unit appreciation rights granted to our named executive officers in 2023.

These awards vest in full on July 19, 2026.

(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 2023 and are determined in accordance with FASB ASC Topic 718.

The grant date fair value of the phantom units is $2.17 and the grant date fair value of the phantom unit appreciation rights is $0.04.

No plan-based awards were granted to any of our Named Executive Officers during the fiscal year ended December 31, 2024.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

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Phantom Units - 2023 Award — — — — 122,500 $ 439,775

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

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

Phantom Unit Appreciation Rights - 2023 Award — 52,500 $ 2.13 N/A — $ 76,650

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

Phantom Units - 2022 Award — — — — 20,000 $ 71,800

Phantom Units - 2023 Award — — — — 105,000 $ 376,950

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

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

Phantom Unit Appreciation Rights - 2023 Award — 45,000 $ 2.13 N/A — $ 65,700

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

Phantom Units - 2022 Award — — — — 20,000 $ 71,800

Phantom Units - 2023 Award — — — — 91,000 $ 326,690

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

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

Phantom Unit Appreciation Rights - 2023 Award — 39,000 $ 2.13 N/A — $ 56,940

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

Phantom Units - 2022 Award — — — — 20,000 $ 71,800

Phantom Units - 2023 Award — — — — 91,000 $ 326,690

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

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

Phantom Unit Appreciation Rights - 2023 Award — 39,000 $ 2.13 N/A — $ 56,940

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

Phantom Units - 2022 Award — — — — 10,000 $ 35,900

Phantom Units - 2023 Award — — — — 35,000 $ 125,650

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

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

Phantom Unit Appreciation Rights - 2023 Award — 15,000 $ 2.13 N/A — $ 21,900

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, 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.

(a) 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, 2024.

Because our closing stock price on December 31, 2024 was less than the strike price of the phantom unit appreciation rights 2022 awards, a $0 market value was included for the unvested phantom unit appreciation rights.

EQUITY VESTED TABLE FOR THE YEAR ENDED DECEMBER 31, 2024

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As a partnership, we are managed by our general partner.

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.

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.

The Board of Directors performs for us the functions of a board of directors of a business corporation.

Directors of our general partner who are not employees of Martin Resource Management Corporation are entitled to receive total quarterly retainer fees of $27,500 each.

In 2024, each non-employee director received $65,000 in additional fees related to efforts with respect to the terminated Merger with Martin Resource Management Corporation.

Martin Resource Management Corporation employees who are a member of the Board of Directors do not receive any additional compensation for serving in such capacity.

Officers of our general partner who also serve as directors will not receive additional compensation.

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Each director will be fully indemnified by us for actions associated with being a director to the extent permitted under Delaware law.

The following table sets forth the compensation of our board members for the period from January 1, 2023 through December 31, 2023.

The following table sets forth the compensation of the Board of Directors for the period from January 1, 2024 through December 31, 2024.

Fees Earned Paid in

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7,212,745 18.5%

The Goldman Sachs Group, Inc.

and Goldman Sachs & Co.

2,970,118 7.6%

Senterfitt Holdings Inc.

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1 The address for Martin Resource Management Corporation and all of the individuals listed in this table, unless otherwise indicated, is c/o Martin Midstream Partners L.P., 4200 Stone Road, Kilgore, Texas, 75662.

2 Based solely upon the Schedule 13G/A filed on February 12, 2024 with the SEC by the beneficial owner as of December 31, 2023.

2 Based solely upon the Form 13F Holdings Report filed on February 13, 2025 with the SEC by the beneficial owner as of December 31, 2024.

According to the Schedule 13G/A filed on February 12, 2024, Invesco Ltd.

has sole voting power and sole dispositive power over 7,212,745 of common units.

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The 1,094,416 common units beneficially owned by Martin Resource Management Corporation through its ownership of Martin Product Sales LLC have been pledged as security to a third party to secure payment for a loan made by such third party.

The 889,444 common units beneficially owned by Martin Resource Management Corporation through its ownership of Cross Oil Refining & Marketing Inc.

The 889,444 common units beneficially owned by Martin

Resource Management Corporation through its ownership of Cross Oil Refining & Marketing Inc.

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

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Martin is the sole shareholder and sole director and has sole voting and investment power.

By virtue of serving as the Chairman of the Board and President of Martin Resource Management Corporation, Ruben S.

By virtue of serving as the Chairman of the Board of Directors and President of Martin Resource Management Corporation, Ruben S.

Martin may exercise control over the voting and disposition of the securities owned by Martin Resource Management Corporation, and therefore, may be deemed the beneficial owner of the common units owned by Martin Resource Management Corporation, which include 6,187,683 common units beneficially owned through its ownership of Martin Resource LLC, Cross Oil Refining & Marketing Inc.

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Martin may be deemed to be the beneficial owner thereof.

Martin Resource Management Corporation indirectly owns 100% of the membership interests in the holding company that is the sole member of our general partner and, together with our general partner, owns approximately 15.7% of our outstanding common limited partner units as of December 31, 2023.

13 Based solely upon the Schedule 13G/A, jointly filed on February 11, 2025 with the SEC by the beneficial owners as of December 31, 2024.

The Goldman Sachs Group, Inc.

and Goldman Sachs & Co.

LLC (collectively, "Goldman Sachs") have shared voting power and shared dispositive power over 2,970,118 of common units.

The address for Goldman Sachs is 200 West Street, New York, New York, 10282.

Martin Resource Management Corporation indirectly owns 100% of the membership interests in the holding company that is the sole member of our general partner and, together with our general partner, owned approximately 15.7% of our outstanding common limited partner units as of December 31, 2024.

The table below sets forth information as of December 31, 2024 concerning (i) each person owning beneficially in excess of 5% of the voting common stock of Martin Resource Management Corporation, and (ii) the beneficial common stock ownership of (a) each director of Martin Resource Management Corporation, (b) each executive officer of Martin Resource Management Corporation, and (c) all such executive officers and directors of Martin Resource Management Corporation as a group.

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The MRMC ESOP Co-Trustees serve as trustees of the MRMC ESOP but all of its voting and investment decisions related to the unallocated shares of common stock are directed by the Board of Directors of Martin Resource Management Corporation.

Of the common stock held by the MRMC ESOP, 107,986.14 shares of common stock are allocated to participant accounts, and 20,205.41 shares of common stock are unallocated.

the common stock held by the MRMC ESOP, 101,889.89 shares of common stock are allocated to participant accounts, and 16,531.70 shares of common stock are unallocated.

Bondurant and Randall Tauscher (the "Martin ESOP Co-Trustees") are co-trustees of the Martin Employee Stock Ownership Trust which converted from a profit sharing plan known as the Martin Employees' Stock Profit Sharing Plan on January 1, 2014.

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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 13,873.49 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 13,001.57 shares owned by such trust.

The Martin ESOP Co-Trustees disclaim beneficial ownership of these 13,001.57 shares.

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Total — $ — 2,432,226

Our general partner has adopted and maintains the Martin Midstream Partners L.P.

2021 Phantom Unit Plan and the Martin Midstream Partners L.P.

2017 Restricted Unit Plan.

Our general partner has adopted and maintains the 2025 Plan and the 2017 LTIP.

Effective as of February 11, 2025, the 2021 Plan was superseded by the 2025 Plan.

For a description of the material features of these plans, please see "Item 11.

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Martin Resource Management Corporation owns 6,187,683 of our common limited partnership units representing approximately 15.8% of our outstanding common limited partnership units as of February 24, 2025.

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.

Martin Resource Management Corporation indirectly holds 100% of the membership interests in MMGP, 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.

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Under the omnibus agreement, we are required to reimburse Martin Resource Management Corporation for indirect general and administrative and corporate overhead expenses.

The board of directors of our general partner will review and approve future adjustments in the reimbursement amount for indirect expenses, if any, annually.

The Board of Directors will review and approve future adjustments in the reimbursement amount for indirect expenses, if any, annually.

Please read "Agreements — Omnibus Agreement" below.

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Under the Omnibus Agreement, we are required to reimburse Martin Resource Management Corporation for indirect general and administrative and corporate overhead expenses.

For the years ended December 31, 2023, 2022 and 2021, the board of directors of our general partner approved and we reimbursed Martin Resource Management Corporation of $14.0 million, $13.5 million and $14.4 million, respectively, reflecting our allocable share of such expenses.

The board of directors of our general partner will review and approve future adjustments in the reimbursement amount for indirect expenses, if any, annually.

These indirect expenses cover all of the centralized corporate functions Martin Resource Management Corporation provides for us, such as accounting, treasury, clerical billing, information technology, administration of insurance, general office expenses and employee benefit plans and other general corporate overhead functions we share with Martin Resource Management Corporation retained businesses.

For the years ended December 31, 2024, 2023 and 2022, the Board of Directors approved and we reimbursed Martin Resource Management Corporation of $13.5 million, $14.0 million and $13.5 million, respectively, reflecting our allocable share of such expenses.

The Board of Directors will review and approve future adjustments in the reimbursement amount for indirect expenses, if any, annually.

office expenses and employee benefit plans and other general corporate overhead functions we share with Martin Resource Management Corporation retained businesses.

The provisions of the Omnibus Agreement regarding Martin Resource Management Corporation’s services will terminate if Martin Resource Management Corporation ceases to control our general partner.

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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.

The term of this agreement expired 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.

Effective January 1, 2024, this agreement was amended to increase the throughput rate and to establish a minimum throughput volume.

Miscellaneous Terminal Services Agreements.

We are currently party to several terminal services agreements and from time to time we may enter into other terminal service agreements for the purpose of providing terminal services to related parties.

Individually, each of these agreements is immaterial but when considered in the aggregate they could be deemed material.

Individually, each of these agreements is immaterial but when considered in the aggregate they could be deemed

These agreements are throughput based with a minimum volume commitment.

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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 an amount equal to two-thirds (2/3) times 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 the greater of 3% or the increase in the Consumer Price Index for a specified annual perio d.

Other Miscellaneous Agreements.

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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, 2023, 2022 and 2021 were approximately $3.3, $1.9 and $1.1, respectively.

Amounts paid to East Texas Mack for tractor and trailer lease payments and lease residuals for the fiscal years ended December 31, 2024, 2023 and 2022 were approximately $5.0 million, $3.3 million, and $1.9 million, respectively.

Consulting Services Agreement .

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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.

Martin for the fiscal year ended December 31, 2022.

The Consulting Services Agreement expired on December 31, 2022.

Storage and Services Agreement.

The Partnership is a party to a storage and services agreement with Martin Butane, a division of Martin Product Sales LLC (a subsidiary of Martin Resource Management Corporation), dated May 1, 2023, under which the Partnership provides storage and other services for NGLs at the Partnership's underground storage facility located in Arcadia, Louisiana.

The primary term of the agreement expired on April 30, 2024, 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

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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 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 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 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.

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Number Exhibit Name

2.1 Agreement and Plan of Merger, dated October 3, 2024, by and among Martin Resource Management Corporation, MRMC Merger Sub LLC, Martin Midstream GP LLC and Martin Midstream Partners L.P.

(filed as Exhibit 2.1 to the Partnership's Current Report on Form 8-K (SEC File No.

000-50056), filed October 3, 2024, and incorporated herein by reference).

3.1 Certificate of Limited Partnership of Martin Midstream Partners L.P.

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10.7 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 10.5 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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

10.8 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.

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000-50056), filed November 19, 2002, and incorporated herein by reference).

10.11† Martin Midstream Partners L.P.

Amended and Restated Long-Term Incentive Plan (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC No.

000-50056), filed January 26, 2006, and incorporated herein by reference).

10.12† Form of Restricted Common Unit Grant Notice (filed as Exhibit 10.2 to the Partnership’s Current Report on Form 8-K (SEC No.

000-50056), filed January 26, 2006, and incorporated herein by reference).

10.13 Purchaser Use Easement, Ingress-Egress Easement, and Utility Facilities Easement dated November 1, 2002, by and between MGSLLC and the Operating Partnership (filed as Exhibit 10.13 to the Partnership’s Current Report on Form 8-K/A (SEC No.

10.10 Purchaser Use Easement, Ingress-Egress Easement, and Utility Facilities Easement dated November 1, 2002, by and between MGS LLC and the Operating Partnership (filed as Exhibit 10.13 to the Partnership’s Current Report on Form 8-K/A (SEC No.

000-50056), filed November 19, 2002, and incorporated herein by reference).

10.14 Amended and Restated Terminal Services Agreement by and between the Operating Partnership and Martin Fuel Service LLC ("MFSLLC"), dated October 27, 2004 (filed as Exhibit 10.1 to the Partnership's Current Report on Form 8-K (SEC No.

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

10.11+ 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.

10.12*+ Second Amendment to the Third Amended and Restated Terminal Services Agreement by and between the Operating Partnership and Martin Energy Services LLC, dated January 1, 2025.

10.13 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.

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000-50056), filed January 23, 2004, and incorporated herein by reference).

Amended and Restated Martin Resource Management Corporation Purchase Plan for Units of the Partnership, effective April 1, 2015 (filed as Exhibit 10.1 to the Partnership's registration statement on Form S-8 (SEC File No.

333-203857), filed May 5, 2015, and incorporated herein by reference).

10.14 Form of Partnership Indemnification Agreement (filed as Exhibit 10.1 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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

10.20† 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).

10.21† Form of Phantom Unit Award Agreement for the Martin Midstream Partners L.P.

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

10.26† 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).

10.23† Martin Midstream Partners L.P.

2025 Phantom Unit Plan, effective as of February 11, 2025 (filed as Exhibit 10.2 to the Partnership's Current Report on Form 8-K (SEC File No.

000-50056), filed February 18, 2025, and incorporated herein by reference).

10.24† Form of Phantom Unit Award Agreement for the Martin Midstream Partners L.P.

2025 Phantom Unit Plan (filed as Exhibit 10.3 to the Partnership's Current Report on Form 8-K (SEC File No.

000-50056), filed February 18, 2025, and incorporated herein by reference).

10.25† Form of Phantom Unit Appreciation Right Award Agreement for the Martin Midstream Partners L.P.

2025 Phantom Unit Plan (filed as Exhibit 10.4 to the Partnership's Current Report on Form 8-K (SEC File No.

000-50056), filed February 18, 2025, and incorporated herein by reference).

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

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

10.28 First Amendment to Fourth Amended and Restated Credit Agreement, dated as of February 13, 2025, by and among Martin Operating Partnership L.P., as borrower, Martin Midstream Partners L.P., as guarantor, the other guarantors party thereto, the financial institutions party thereto as lenders and Royal Bank of Canada, as administrative agent and collateral agent (filed as Exhibit 10.1 to the Partnership's Current Report on Form 8-K (SEC File No.

000-50056), filed February 18, 2025, and incorporated herein by reference).

10.29 Termination Agreement between Martin Resource Management Corporation and Martin Midstream Partners L.P., dated December 26, 2024 (filed as Exhibit 10.1 to the Partnership's Current Report on Form 8-K (SEC File No.

000-50056), filed December 26, 2024, and incorporated herein by reference).

10.30 Support Agreement, dated October 3, 2024, by and among Martin Midstream Partners L.P.

and Martin Resource Management Corporation, Martin Product Sales LLC, Martin Resource LLC and Cross Oil Refining & Marketing, Inc.

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

000-50056), filed October 3, 2024, and incorporated herein by reference).

10.31 Support Agreement, dated October 3, 2024, by and between Martin Midstream Partners L.P.

and Senterfitt Holdings Inc.

(filed as Exhibit 10.2 to the Partnership's Current Report on Form 8-K (SEC File No.

000-50056), filed October 3, 2024, and incorporated herein by reference).

10.32 Support Agreement, dated October 3, 2024, by and between Martin Midstream Partners L.P.

Martin III (filed as Exhibit 10.3 to the Partnership's Current Report on Form 8-K (SEC File No.

000-50056), filed October 3, 2024, and incorporated herein by reference).

10.33 Support Agreement, dated October 3, 2024, by and between Martin Midstream Partners L.P.

and Robert D.

Bondurant (filed as Exhibit 10.4 to the Partnership's Current Report on Form 8-K (SEC File No.

000-50056), filed October 3, 2024, and incorporated herein by reference).

19* Insider Trading Policy.

21.1* List of Subsidiaries.

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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.

97 Martin Midstream Partners L.P.’s Policy for the Recovery of Erroneously Awarded Compensation (filed as Exhibit 97 to the Partnership's Annual Report on Form 10-K (SEC File No.

000-50056), filed February 21, 2024).

101 Inline Interactive Data:

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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 9A. Controls and Procedures